Common use of Signature Clause in Contracts

Signature. A-4 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: Self Storage Group, Inc. 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 such Common 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 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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________

Appears in 3 contracts

Samples: Rights Agreement (Self Storage Group, Inc.), 4 Rights Agreement (Self Storage Group, Inc.), Rights Agreement (Self Storage Group, Inc.)

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Signature. A-4 Form NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE EXERCISE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage GroupISOLYSER COMPANY, Inc. INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ____________________________________ Address:____________________________ ____________________________________ Social Security or Other Taxpayer Identification No:__________________ If such number of Rights represented shall not be all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate to purchase for the Common Shares issuable upon the exercise balance of such Rights and requests that such Common Shares shall be issued registered in the name ofof and delivered to: Please insert social security ____________________________________ Address:____________________________ ____________________________________ Social Security or other identifying numberOther Taxpayer Identification No:__________________ Dated: _________________, ____ Signature Guaranteed: _____________________________________________________________________________ (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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature (Signature Guaranteed: 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 institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- Dealers, Inc., or a commercial bank or trust company having an office or corespondent in the United States -------------------------------------------------------------------------------- (To be completed if true) 45 The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Right Rights Certificate are not beneficially owned 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 is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by 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 Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT OF ISOLYSER COMPANY, INC. Pursuant to Sections 14-2-1001 and 14-2-1002 of the Georgia Business Corporation Code, Isolyser Company, Inc., a Georgia corporation (the "Corporation"), hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (Isolyser Co Inc /Ga/), Shareholder Protection Rights Agreement (Isolyser Co Inc /Ga/)

Signature. A-4 Form NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE EXERCISE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage Group, Inc. INTERMET CORPORATION The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by this Right the attached Rights Certificate to purchase the Common Shares shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security or other identifying number: ___________________________________________ Address: ___________________________________ (Please print 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 of such Rights shall be registered in the name of and address) __________________________________________delivered to: ___________________________________ 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 or other identifying numberAddress: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_____, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (Intermet Corp), Shareholder Protection Rights Agreement (Intermet Corp)

Signature. A-4 Form NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage Group, Inc. MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by this Right the attached Rights Certificate to purchase the shares of Common Shares Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security or other identifying number: ________________________________________ Address: ________________________________________ (Please print name and address) ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Rights Certificate, a new Right 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: ________________________________________ Address: ________________________________________ (Please print name and address) ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ____________________, _19___ ______________Signature Guaranteed: _________________________ Signature (Signature Guaranteed: must corres- pond 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 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 member of the firm of a registered national securities exchange, a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- ------------------------------------------------------------ (To be completed if true) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Right the enclosed Rights Certificate are not beneficially owned 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). _______________________________________.

Appears in 2 contracts

Samples: Rights Agreement (Mallinckrodt Group Inc), Rights Agreement (Mallinckrodt Group Inc)

Signature. A-4 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: Self Storage GroupGlobal Income Fund, Inc. 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 such Common 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 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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________

Appears in 2 contracts

Samples: Rights Agreement (Global Income Fund, Inc.), Rights Agreement (Global Income Fund, Inc.)

Signature. A-4 Form NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE EXERCISE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage GroupGOULDS PUMPS, Inc. INC. The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by this Right the attached Rights Certificate to purchase the Common Shares shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security or other identifying number: _____________________________________ Address:_________________________________________ (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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _____________________________________ Social Security or Other Taxpayer Identification Number:_______________ Signature Signature Guaranteed: Signatures must If such number of Rights shall not be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- The undersigned hereby certifies that all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined for the balance of such Rights shall be registered in the Rights Agreement). name of and delivered to: _____________________________________ Address:_____________________________ _____________________________________ Social Security or Other Taxpayer Identification Number:_______________ Dated: _______________, ____ Signature Guaranteed: _________________________ Signature (Signature must correspond to name as written upon the face of the attached Rights 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 signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. ------------------------------------------------------------------------------- (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 the attached 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).

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Goulds Pumps Inc), Stockholder Protection Rights Agreement (Goulds Pumps Inc)

Signature. A-4 Form NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE EXERCISE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage GroupFIRST MIDWEST BANCORP, Inc. INC. The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by this Right the attached Rights Certificate to purchase the Common Shares shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security or other identifying number: ___________________________________________ Address: ___________________________________ (Please print 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 of such Rights shall be registered in the name of and address) __________________________________________delivered to: ___________________________________ 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 or other identifying numberAddress: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_____, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________

Appears in 2 contracts

Samples: Rights Agreement (First Midwest Bancorp Inc), Rights Agreement (First Midwest Bancorp Inc)

Signature. A-4 B-4 53 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.) ToTo ARBOR SOFTWARE CORPORATION: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ________________________________________________________________________________ Dated: _____________ ___, _____ _________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- ------------------------------------ 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). _______________________________________.

Appears in 2 contracts

Samples: Rights Agreement (Arbor Software Corp), Rights Agreement (Arbor Software Corp)

Signature. A-4 [Form of Reverse Side of Right Certificate - continued -- continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: Self Storage Group, Inc. To STATE FINANCIAL SERVICES CORPORATION The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: _____________________________________________________________________________ number ------------------------------------------------------------------------------ (Please print name and address) _____________________________________________________________________________ ------------------------------------------------------------------------------ Dated: ____________________, ____ _______________________________________ --------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. [Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -- continued] -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 2 contracts

Samples: Rights Agreement (State Financial Services Corp), Rights Agreement (State Financial Services Corp)

Signature. A-4 NOTICE ------ The signature in the foregoing Form of Reverse Side Assignment must conform to the name as written upon the face of Right this Rights Certificate - continued in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment 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 will not be honored. FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: Self Storage Group, Inc. To Credence Systems Corporation The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Rights Certificate to purchase the Common Shares units of Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares Series A Preferred Stock 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 Right Rights Certificate, a new Right 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) _____________________________________________________________________________ Dated: ____________________, ____ ____________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- CERTIFICATE ----------- The undersigned hereby certifies that the Rights evidenced by this Right Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Credence Systems Corp)

Signature. A-4 Form of Reverse Side of Right Certificate - -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented evidenced by the Right Certificate.) To: Self Storage GroupConexant Systems, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented evidenced by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 | | or other identifying number: _____________________________________________________________________________ number | | -------------------------------------- --------------------------------------------------------------------- (Please print name and address) _____________________________________________________________________________ --------------------------------------------------------------------- Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934. Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, in each case, Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ------------------------------------------------------------------------ participating in a Medallion program approved by the Securities Transfer Association, Inc. ------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Conexant Systems Inc)

Signature. A-4 Form of Reverse Side of Right Certificate - continued 10 43 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.) ToTO: Self Storage Group, Inc. GIGA-TRONICS INCORPORATED The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ___________________, _, ____ _______________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by Dealers, Inc. or a commercial bank or trust company having an Acquiring Person office or an Affiliate or Associate thereof (as defined correspondent in the Rights Agreement). _______________________________________United States.

Appears in 1 contract

Samples: Rights Agreement (Giga Tronics Inc)

Signature. A-4 B-4 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.) ToTo HEARTPORT, INC.: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this 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_______________________Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that such Common 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 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 or other identifying number: _____________________________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: __________________ ___, _____ ________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible a financial institution (that is a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 member of the Securities Exchange Act of 1934Stock Transfer Association's approved Medallion program (such as STAMP, SEMP or MSP) having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Heartport Inc)

Signature. A-4 [Form of Reverse Side of Right Certificate - continued — continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) ToTo XXXXXXX PETROLEUM CORPORATION: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: _____________________________________________________________________________ number (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. [Form of Reverse Side of Right Certificate – continued --------------------------------------------------- — continued] ---------------------------------------------------------------------------------------------------------------------------------------------------------- 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). _______________________________________

Appears in 1 contract

Samples: Rights Agreement (Whiting Petroleum Corp)

Signature. A-4 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: Self Storage Group, Inc. TRI-VALLEY 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 Common Shares be issued in the name of: Please insert social security or other identifying number:_______________________Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights ________. (Please print name and requests that such Common Shares be issued in the name of: Please insert social security or other identifying number: address) _____________________________________________________________________________ (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 or other identifying number: :_______________________________. (Please print name and address) _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ _____________________________________________________________________________ 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 or by another eligible institution (a bankguarantor institution, stockbroker, savings and loan association or credit union with membership as defined in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of under the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- ------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Tri Valley Corp)

Signature. A-4 Form NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage Group, Inc. HCIA INC. The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by this Right the attached Rights Certificate to purchase the Common Shares shares of Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security ------------------------------------------ Address: ------------------------------------------ ------------------------------------------ Social Security or other identifying numberOther Taxpayer Identification Number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ ------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Right Rights Certificate, a new Right 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 numberOther Taxpayer Identification Number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ ------------------------------------------ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________

Appears in 1 contract

Samples: Stockholder Rights Agreement (Hcia Inc)

Signature. A-4 Form (Signature must conform in all respects to name of Reverse Side holder as specified on the face of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Warrant Certificate.) To: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise Date:_____________ * Consisting of: _____ shares of Common Stock _____ shares of Convertible Preferred Stock ANNEX to Form of Warrant Certificate -------------- FORM OF NOTICE OF CONVERSION (To be executed upon conversion of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to convert Warrants represented hereby into ___ Warrant Shares* in accordance with the terms hereof. The undersigned requests that a certificate for such Warrant Shares be registered in the name of ___Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that such Common Shares be issued in the name of: Please insert social security or other identifying number: _____________________________________________________________________________ (Please print ____ whose address is _________________________________________________________ ___________________________________________________________________ and that such certificate be delivered to ___________________________ whose address is _______________________________________________. If said number of Warrant Shares is less than all of the Warrant Shares obtainable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of the Warrant Shares be registered in the name and address) of ____________________ _________________________________________________________whose address is ____ ________________________________________________________________________________ If _______ and that such number of Rights shall not Warrant Certificate 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 or other identifying number: to ________________________________________________________whose address is _____________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Third Warrant Agreement (Communications Central Inc)

Signature. A-4 B-4 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: Self Storage Group, Inc. ANADARKO PETROLEUM CORPORATION The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Anadarko Petroleum Corp

Signature. A-4 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: Self Storage GroupXXXXXX-XXXXX PROPERTIES, Inc. INC. The undersigned hereby irrevocably elects to exercise _______________________Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 represented 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 or other identifying number: _____________________________________________________________________________ number ------------------------------------------------------------------------ (Please print name and address) _____________________________________________________________________________ ------------------------------------------------------------------------ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced represented by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Boddie Noell Properties Inc)

Signature. A-4 NOTICE In the event the certification set forth in the Form of Reverse Side Election to Exercise is not completed, the Trust will deem the Beneficial Owner of Right the Rights evidenced by this Rights Certificate - continued to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and accordingly such Rights shall be null and void. FORM OF ELECTION TO PURCHASE ASSIGNMENT (To be executed by the registered holder if such holder desires to exercise transfer the Rights represented by the Right Certificate.) To: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise FOR VALUE RECEIVED _______________________Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that such Common Shares be issued in the name of: Please insert social security or other identifying number: _______________________ hereby sells, assigns and transfers unto ______________________________________________ ________________________________________________________ (Please print name and addressaddress 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 the within Rights on the books of the Trust, with full power of substitution. Dated __________________________ Signature Guaranteed _________________________________________________ If such number Signature (Signature must correspond to name as written upon the face of this Rights shall not be all the Rights evidenced by this Right CertificateCertificate in every particular, 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 without alteration or other identifying number: _____________________________________________________________________________ (Please print name and addressenlargement or any change whatsoever) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a Canadian chartered bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 Medallion guaranteed by a Canadian trust company or a member of a recognized stock exchange or a member of the Securities Exchange Act of 1934Transfer Association Medallion (Stamp) Program. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- [To be completed if true] The undersigned hereby certifies represents, for the benefit of all holders of Rights and Trust Units, that the Rights evidenced by this Right Rights Certificate are not beneficially owned and, to 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 consent with any of the foregoing (as defined in the Rights Agreement). _______________________________________.

Appears in 1 contract

Samples: Unitholder Rights Plan Agreement (Primewest Energy Trust)

Signature. A-4 B-4 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: Self Storage Group, Inc. ______________________________ The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Shares securities issuable upon the exercise of such Rights and requests that certificates for such Common Shares securities 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ The undersigned elects to purchase (check one) _____ Preferred Shares or _____ Common Shares. Dated: ____________________, ____ _______________________________________ ------------------------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 upon the face of this 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 Trust and the Rights Agent will deem the beneficial owner of the Rights evidenced by this 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 --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring --------- Person") has acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Trust Managers prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights ----------------- will be evidenced by the certificates representing Common Shares with a copy of this Summary of Rights attached thereto. Certificates") will be mailed to holders of record of the Common Shares as of ------------ the close of business on the Distribution Date and thereafter, such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on June 9, 2007 (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. At any time following the Distribution Date, Rights (other than Rights owned by an Acquiring Person and the Acquiring Person's affiliates and associates, which will have become void) may be exercised (subject to their earlier termination, expiration or exchange) to acquire, in lieu of Preferred Shares, at the then current Purchase Price of the Right, that number of Common Shares (or if there are insufficient Common Shares, Preferred Shares or fractions thereof) which at such time will have a market value of two times the Purchase Price of the Right. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). 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. 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 $1.00 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 antidilution 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. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right (other than an Acquiring Person and the affiliates and associates of such Acquiring Person, whose Rights will have become void) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the Purchase Price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or the affiliates and associates of such Acquiring Persons (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the Purchase Price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Trust Managers of the Company may exchange the Rights (other than Rights owned by such person or group and their respective affiliates and associates which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be 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. At any time prior to or within 10 business days following the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the Board of Trust Managers of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made ---------------- effective at such time on such basis with such conditions as the Board of Trust Managers in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. Pursuant to the Rights Agreement, certain actions (e.g. redeeming outstanding Rights, amending the Rights Agreement, etc.) may only be made with the approval of the Board of Trust Managers of the Company, including a majority of at least three (3) Continuing Trust Managers (as hereinafter defined). As used herein, a Continuing Trust Manager will mean any person (other than an Acquiring Person (as defined in the Rights Agreement) or an affiliate or associate of an Acquiring Person or a representative of an Acquiring Person or of any such affiliate or associate) who was a Trust Manager prior to the date of the Rights Agreement and any person (other than an Acquiring Person or an affiliate or associate of an Acquiring Person or a representative of an Acquiring Person or of any such affiliate or associate) nominated for selection or elected to the Board of Trust Managers pursuant to the approval of a majority of the Continuing Trust Managers. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Columbus Realty Trust)

Signature. A-4 42 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.) ToTo ENDOVASCULAR TECHNOLOGIES, INC.: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: _____________________________________________________________________________ number -------------------------------------------------------------------------------- (Please print name and address) _____________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: _____________________, ____ ___ _____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. 43 Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Endovascular Technologies Inc)

Signature. A-4 B-4 76 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: Self Storage GroupAdministaff, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: _____________________________________________________________________________ number ----------------------- ----------------------- ----------------------- ----------------------- (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ -------------------------,----------. Signature -------------------------- Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. B-5 77 (Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -- continued) -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Administaff Inc \De\)

Signature. A-4 B-4 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.) ToTo STRATOS LIGHTWAVE, INC.: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: _________________ ____, ____ ______ __________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Stratos Lightwave Inc)

Signature. A-4 B-4 76 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: Self Storage Group, Inc. DELL COMPUTER CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security or other identifying number: number ________________________________________________________________________________ (Please print name and addressaddress of transferee) ________________________________________________________________________________ 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 or other identifying number: number ________________________________________________________________________________ (Please print name and addressaddress of transferee) ________________________________________________________________________________ Dated: ____________________, __19__ _______________________________________ ---------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. B-5 77 Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Dell Computer Corp)

Signature. A-4 Form The above information is true and correct in all material respects and the undersigned recognizes that the Company and its counsel are relying on the truth and accuracy of Reverse Side such information in relying on an exemption from the registration requirements of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: Self Storage GroupSecurities Act of 1933, Inc. as amended, and in determining applicable state securities laws and relying on exemptions contained therein. The undersigned hereby irrevocably elects agrees to exercise notify the Company promptly of any changes in the foregoing information which may occur prior to the investment. Executed at ________________, on __________________, 1996. _______________________Rights represented ____________ (Signature) ___________________________________ (Print Name) EXHIBIT O TRANSFEROR'S CERTIFICATE Pursuant to SECTION 5.1(b) of that certain Contribution and Leaseback Agreement (the "Agreement") by this Right Certificate and between the undersigned ("Transferor") and GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership ("Buyer") dated as of ____________, 1996, Transferor hereby certifies that all of its representations and warranties set forth in ARTICLE III of the Agreement are true and correct, subject to purchase the Common Shares issuable upon the exercise of such Rights and requests that such Common Shares be issued in the name of: Please insert social security or other identifying numberfollowing: ________________________________________________. Dated: _________________, 1996 _____________________________ (Please print name and address) ___________________________________________________, a __________________________ 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 or other identifying number: ___________________________________________________By:__________________________ (Please print name and address) Its:____________________________________________________ EXHIBIT P WARRANTY DISCLOSURE SCHEDULE P-1 EXHIBIT Q TRANSFEROR'S ADDITIONAL CONDITIONS PRECEDENT CONTRIBUTION AND LEASEBACK AGREEMENT dated as of November 1, 1996 by and between __________________________ Dated: as Transferor, and GOLF TRUST OF AMERICA, L.P., a Delaware Limited Partnership ____________________, _____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________TABLE OF CONTENTS PAGE

Appears in 1 contract

Samples: Contribution and Leaseback Agreement (Golf Trust of America Inc)

Signature. A-4 Form of B-4 Reverse Side of Right Rights Certificate - -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Rights Certificate.) To: Self Storage Group, Inc. First Indiana Corporation The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Rights Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 Right Rights Certificate, a new Right 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: number ______________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of ----------------------------------------------------------------------------- Reverse Side of Right Rights Certificate -- continued --------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (First Indiana Corp)

Signature. A-4 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 Rights Certificate) To NINE WEST GROUP INC.) To: Self Storage Group, 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 shares of Preferred Stock (or such other securities) be issued in the name of: _______________________Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that such Common 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 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 or other identifying number: number _____________________________________________________________ _____________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: _____________________________________________________________ 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. _____________________________________________________________ _____________________________________________________________ Signature Signature Guaranteed: Signatures must (To be guaranteed by an eligible institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion programcompleted) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ____________________________________ Signature _____________________________________________________________ _____________________________________________________________ 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 upon the face of this 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, such Assignment or Election to Purchase will not be honored. Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK OF NINE WEST GROUP INC. On February 17, 1998, the Board of Directors of Nine West Group Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock"). The dividend is payable on March 4, 1998 (the "Record Date") to the stockholders of record on that 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, par value $.01 per share, of the Company (the "Preferred Stock") at a price of $120 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 17, 1998, as the same may be amended from time to time (the "Rights Agreement"), between the Company and The Bank of New York, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (with certain exceptions, an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights. For purposes of this calculation, there shall be disregarded shares of Common Stock which either Mr. Jerome Fisher or Mr. Vincent Camuto, or their respective exxxxxx, (x) had the rxxxx xx xxxxxxx xx February 17, 1998, or (ii) acquire or obtain the right to acquire subsequent to February 17, 1998, in either case under employee benefit plans of the Company. The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 16, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then- current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $10 per share but will be entitled to an aggregate dividend of 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, 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 current market price of the Preferred Stock or the Common Stock. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price") payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Nine West Group Inc /De)

Signature. A-4 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: Self Storage GroupWASHINGTON TRUST BANCORP, Inc. INC.: 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 Common 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________________, ____ __________ ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this 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 Corporation and the Rights Agent will deem the beneficial owner of the Rights evidenced by this 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 B SUMMARY OF RIGHTS On August 15, 1996, the Board of Directors of Washington Trust Bancorp, Inc. (the "Corporation") declared a dividend of one common share purchase right (a "Right") for each share of common stock, par value $0.0625 per share (the "Common Shares") outstanding on September 3, 1996 (the "Record Date") to the shareholders of record on that date. Each Right entitles the registered holder to purchase from the Corporation, one Common Share of the Corporation, at a price of $120.00 per Common Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in the Amended and Restated Rights Agreement, dated as of March 1, 2002 (the "Rights Agreement"), between the Corporation and Mellon Investor Services LLC, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding Common Shares, or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such 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 outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. In the event any Person becomes an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, such number of Common Shares of the Corporation as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of Common Shares for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Corporation's Common Shares. From and after the occurrence of such an event, any Rights owned by such Acquiring Person or its affiliates shall be void and any holder of such Rights shall have no right to exercise such Rights. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date or upon transfer or new issuance of Common Shares will contain a notation incorporating the Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for 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, separate 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. The Rights are not exercisable until the Distribution Date. The Rights will expire on August 31, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Corporation, in each case, as described below. The Purchase Price payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution in the event of a stock dividend on, or a subdivision or combination of, the Common Shares, in connection with a distribution of securities or assets in respect of, in lieu of or in exchange for Common Shares, whether by dividend, in a reclassification or recapitalization or otherwise as set forth in the Rights Agreement. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be null and void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. In the event that, at any time after a Person becomes an Acquiring Person, the Corporation is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. If the Corporation does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Corporation shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Corporation fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Corporation's right to redeem the Rights expires, the Corporation must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Shares, the Board of Directors of the Corporation may exchange the Rights (other than Rights owned by such person or group which have become null and void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Common Shares are required to be issued. Fractional shares may, at the election of the Corporation, be evidenced by depositary receipts. In lieu of fractional shares, an adjustment in cash will be made based on the market price of the Common Shares on the last trading day prior to the date of exercise. At any time prior to the time any Person becomes an Acquiring Person, the Board of Directors of the Corporation may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Corporation without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. A copy of the Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Washington Trust Bancorp Inc)

Signature. A-4 Form NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. (To be attached to each Rights Certificate) FORM OF ELECTION TO PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage Group, Inc. [ ] The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by this Right the attached Rights Certificate to purchase the shares of Common Shares or Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security or other identifying number: _____________________________________________________________________________ (Please print name and address) _______________________Address: ______________________________________________________ ______________________________________________________ Social Security or Other Taxpayer Identification Number: _______________________________ If such number of Rights shall not be all the Rights evidenced by this Right Rights Certificate, a new Right 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) _______________________Address: ______________________________________________________ Dated______________________________________________________ Social Security or Other Taxpayer Identification Number: _______________________________ Dated: ________________, _______ Signature Guaranteed: ________________________________________ Signature (Signature Guaranteed: 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 institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act Dealers, Inc., or a commercial bank of 1934trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Right Rights Certificate are not beneficially owned 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Varian Semiconductor Equipment Associates Inc)

Signature. A-4 B-4 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: Self Storage Group, Inc. COLGATE-PALMOLIVE COMPANY The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature B-5 Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Colgate Palmolive Co

Signature. A-4 B-4 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.) ToTo FIRST BANK SYSTEM, INC.: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number: 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, taxpayer identification number or other identifying number: number ______________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ Dated: ____________________, ___19_ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (First Bank System Inc)

Signature. A-4 (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever) 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: Self Storage GroupTO SPARK NETWORKS, Inc. INC. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares or other securities issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares or other securities be issued in the name offollowing name: Please insert (please print name, address and social security security, tax identification 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 (please print name, address and social security security, tax identification or other identifying number: _____________________________________________ _____________________________________________ (Please print name and address) _____________________________________________ _____________________________________________ Dated: ____________________, ____ _______________________________________ Signature (Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankconform in all respects to name of holder as specified on the face of this Right Certificate in every particular, stockbroker, savings and loan association without alteration or credit union with membership in an approved signature guarantee medallion programenlargement or any change whatsoever) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate continued --------------------------------------------------- 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 United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned Beneficially Owned by an Acquiring Person a 30% Stockholder or an Affiliate or Associate thereof (as defined in the Rights Agreement). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Spark Networks Inc)

Signature. A-4 Form of Reverse Side of Right Rights Certificate - -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTo PROVANT, Inc.: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Rights Certificate to purchase the Common Series A Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Series A Preferred 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 Right Rights Certificate, a new Right 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: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ______________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Rights Certificate -- continued --------------------------------------------------- -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Provant Inc)

Signature. A-4 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: Self Storage Group, Inc. The above information is true and correct. The undersigned hereby irrevocably elects recognizes that the Company, its counsel, and the Selling Shareholders are relying on the truth and accuracy of such information in reliance on the exemption contained in Subsection 4(2) of the Securities Act of 1933, as amended, and Regula-tion D prom-ulgated thereunder. The undersigned agrees to exercise notify the Company promptly of any changes in the fore-going information which may occur prior to the investment. Executed at ___________________, on [_________ ___], 2006 _______________________Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that such Common Shares be issued in the name of: Please insert social security or other identifying number: __________________________________ (Signature) _________________________________________________________ (Title if for Entity) Exhibit F CERTIFICATE OF SUBSEQUENT SALE [Company Transfer Agent] [address and contact] RE: Sale of Shares of Common Stock of Silverleaf Resorts, Inc. (the “Company”) pursuant to the Company’s Prospectus dated _____________ (the “Prospectus”) Ladies and Gentlemen: The undersigned hereby certifies, in connection with the sale of shares of Common Stock of the Company included in the table of Selling Shareholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described under the caption “Plan of Distribution” in the Prospectus and that such sale complies with all applicable securities laws, including, without limitation, the Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Shareholder (the beneficial owner):__________________________________________ Record Holder (e.g., if held in name of nominee):______________________________________ Restricted Stock Certificate No.(s):_________________________________________________ Number of Shares Sold:__________________________________________________________ Date of Sale:__________________________________________________________________ (Please print In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the undersigned a newly issued certificate for such excess shares in the name of the Record Holder and address) BEARING A RESTRICTIVE LEGEND. Very truly yours, Dated:_____________________ By:_________________________________________________________ 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 or other identifying number: Print Name:___________________________________________________ Title:_____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________

Appears in 1 contract

Samples: Securities Purchase Agreement (Silverleaf Resorts Inc)

Signature. A-4 B-4 64 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: Self Storage Group, Inc. FIRST ALBANY COMPANIES INC. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: ____________number _________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: 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. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- - - - - - - - - --- - - - - - - - - - - - - - - - - - - - - - - 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 - - - - - - - - - - - - - - - - - - - - - - - - - - - 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 upon the face of this 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 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. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On March 28-29, 1998, the Board of Directors of First Albany Companies Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Shares"), of the Company. The dividend is payable on March 30, 1998 (the "Record Date") to the shareholders of record on that 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, par value $1.00 per share (the "Preferred Shares"), of the Company at a price of $56.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of March 30, 1998 (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (other than Georxx X. XxXxxxx xxx Alan X. Xxxxxxxx xx each case for so long he owns at least 5% of the Common Shares) have acquired beneficial ownership of 15% (which percentage may be reduced pursuant to the Rights Agreement) or more of the outstanding Common Shares of the Company (an "Acquiring Person") or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% (which percentage may be reduced pursuant to the Rights Agreement) 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 outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. 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 for 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 67 transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate 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. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 30, 2008 (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. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). 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. 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 $1 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 antidilution 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. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, the Rights Agreement provides that proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive (subject to adjustment) upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group, which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). The Rights Agreement provides that none of the Company's directors or officers shall be deemed to beneficially own any Common Shares owned by any other director or officer by virtue of such persons acting in their capacities as such, including in connection with the formulation and publication of the Board of Directors recommendation of its position, and actions taken in furtherance thereof, with respect to an acquisition proposal relating to the Company or a tender or exchange offer for the Common Shares. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. With certain exceptions, no adjustment in the Purchase Price will be 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. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% (which percentage may be reduced pursuant to the Rights Agreement) or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to (a) lower certain thresholds described above to not less than the greater of (i) and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons (other than persons not deemed an Acquiring Person) and (ii) 10%, (b) fix a Final Expiration Date later than March 30, 2008, (c) reduce the Redemption Price or (d) increase the Purchase Price, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its affiliates and associates).

Appears in 1 contract

Samples: Rights Agreement (First Albany Companies Inc)

Signature. A-4 Form <<Mandatory choice: Insert execution clause as appropriate>> <<Choice 1: Individual Execution Clause>> SIGNED by <individual’s name (Uppercase)> <<Sub-Choice: Insert if the individual is acting as trustee>> as trustee for <name 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: Self Storage Group, Inc. 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 such Common Shares be issued trust> <<End Sub-Choice>> in the name presence of: Please .......................................................................... Signature of witness ......................................................................................... Name of witness (block letters) .......................................................................... Signature of <insert social security individual’s name (Uppercase)> <<Choice 2: Individual Execution Clause - attorney power which is registered in Qld, Tas, SA, WA or other identifying NT>> SIGNED by <attorney name (Uppercase)> as attorney for <individual’s name (Uppercase)> <<Sub-Choice: Insert if the individual is acting as trustee>> as trustee for <name of trust> <<End Sub-Choice>> under power of attorney no. <registered number> in the presence of: _____________________________________________________________________________ .......................................................................... Signature of witness .......................................................................... Name of witness (Please print block letters) .......................................................................... By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney <<Choice 3: Individual Execution Clause - attorney power which is registered in NSW>> SIGNED by <attorney name and address(Uppercase)> as attorney for <individual’s name (Uppercase)> <<Sub-Choice: Insert if the individual is acting as trustee>> as trustee for <name of trust> <<End Sub-Choice>> under power of attorney book <book number> no. <number> in the presence of: .......................................................................... Signature of witness .......................................................................... Name of witness (block letters) _____________________________________________________________________________ If such .......................................................................... By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney 43 CFFD v2.0 <<Choice 4: Individual Execution Clause - attorney power which is registered in ACT>> SIGNED by <attorney name (Uppercase)> as attorney for <individual’s name (Uppercase)> <<Sub-Choice: Insert if the individual is acting as trustee>> as trustee for <name of trust> <<End Sub-Choice>> under power of attorney 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 <number> registered in the Office of the Registrar-General, ACT in the presence of: .......................................................................... Signature of witness .......................................................................... Name of witness (block letters) .......................................................................... By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney <<Choice 5: Individual Execution Clause - attorney power which is noted/filed in Vic>> SIGNED by <attorney name (Uppercase)> as attorney for <individual’s name (Uppercase)> <<Sub-Choice: Insert if the individual is acting as trustee>> as trustee for <name of and delivered to: Please insert social security or other identifying trust> <<End Sub-Choice>> under power of attorney dated <date> a certified copy of which is filed in Permanent Order Book No. <book number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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 > at Page <page number> ITEM <item no.> in the Rights Agreement). _______________________________________presence of: ..........................................................................

Appears in 1 contract

Samples: financialservices.royalcommission.gov.au

Signature. A-4 NOTICE ------ The signature in the foregoing Form of Reverse Side Assignment must conform to the name as written upon the face of Right this Rights Certificate - continued in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment 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 will not be honored. FORM OF ELECTION TO PURCHASE ---------------------------- (Series A Preferred Stock) (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: Self Storage GroupTo ODETICS, Inc. INC. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Rights Certificate to purchase the Common Shares units of Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares Series A Preferred Stock 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 Right Rights Certificate, a new Right 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: __________________________number ___________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Odetics Inc)

Signature. A-4 Form of Reverse Side of Right Certificate B-3 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - continued CONTINUED FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: Self Storage GroupAronex Pharmaceuticals, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ------------------------ ------------------------ ---------------------- ------------------------ (Please print name and address) Dated:_____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ ___________________________________,____ Signature ----------------------------- Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. (Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -- continued) ------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Aronex Pharmaceuticals Inc)

Signature. A-4 B-5 78 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: Self Storage GroupMONTEREY RESOURCES, Inc. INC. The undersigned hereby irrevocably elects to exercise _________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security or other identifying 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 or other identifying number: ______________________________ or other identifying number ______________________________ _________________________ ______________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______---------------------- ----------- Signature ________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- B-6 79 (FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED) -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Monterey Resources Inc)

Signature. A-4 [Form of Reverse Side of Right Certificate - continued -- continued] FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Right Certificate.) ToTo REGAL-BELOIT CORPORATION: Self Storage Group, Inc. 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 Common 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 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 or other identifying number: number ______________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. [Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -- continued] ------------------------------------------------------------------------------ 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Regal Beloit Corp)

Signature. A-4 B-4 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: Self Storage Group, Inc. NORWEST CORPORATION The undersigned hereby irrevocably elects to exercise exercise________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: _____________________________________________________________________________ number -------------------------------------------------------------------------------- (Please print name and address) _____________________________________________________________________________ -------------------------------------------------------------------------------- Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Agreement (Norwest Corp)

Signature. A-4 Form In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE EXERCISE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage GroupFIRST FEDERAL FINANCIAL BANCORP, Inc. INC. The undersigned hereby irrevocably elects to exercise _______________________the whole Rights represented by this Right the attached Rights Certificate to purchase the shares of Series A Junior Participating Preferred Stock or Common Shares Stock, as the case may be, issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security or other identifying number: ____________________________________________ Address: __________________________________ (Please print name and address) ____________________________________________ Social Security or other Taxpayer Identification Number: __________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Rights Certificate, a new Right 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: ____________________________________________ Address: __________________________________ (Please print name and address) ____________________________________________ Social Security or other Taxpayer Identification Number: __________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (First Federal Financial Bancorp Inc)

Signature. A-4 B-4 Form of Reverse Side of Right Rights Certificate - -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTo NABI: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise________________ Rights represented by this Rights Certificate to purchase the Series One Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Series One 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 represented shall not be all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate to purchase for the Common Shares issuable upon the exercise balance remaining of such Rights and requests that such Common Shares shall be issued registered 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 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 or other identifying numberDated: ________________________________________________________________________, _____ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Rights Certificate -- continued --------------------------------------------------- ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Nabi /De/)

Signature. A-4 Form NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage Group, Inc. AMSOUTH BANCORPORATION The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by this Right the attached Rights Certificate to purchase the Common Shares shares of Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security ___________________________________ (Name) ___________________________________ (Address) ___________________________________ (Address) ___________________________________ (Social Security or other identifying numberOther 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 of such Rights shall be registered in the name of and delivered to: ___________________________________ (Name) ___________________________________ (Address) ___________________________________ (Address) ___________________________________ (Social Security or Other Taxpayer Identification Number) Dated: ____________________ SIGNATURE GUARANTEED: _____________________________________________________________________________ SIGNATURE (Please print Signature must correspond to name and addressas written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) _____________________________________________________________________________ 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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bankbanks, stockbrokerstockbrokers, savings and loan association or associations and credit union unions with membership in an approved signature guarantee medallion Medallion program) ), pursuant to SEC Rule 17Ad-15 of the Securities Exchange Act of 193417Ad-15. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Right the attached Rights Certificate are not beneficially owned 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). _______________________________________.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Amsouth Bancorporation)

Signature. A-4 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: Self Storage Group, Inc. MAYTAG CORPORATION The undersigned hereby irrevocably elects to exercise ____________________________Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: ___________number __________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: _______:_____________, ___199_ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ------------------------------------------------------------- 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 ------------------------------------------------------------- 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 upon the face of this 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 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. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 12, 1998, the Board of Directors of Maytag Corporation (the "Company") declared a dividend of one pre- ferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.25 per share (the "Common Shares"), of the Company. The dividend is payable on May 2, 1998 (the "Record Date") to the stockholders of record on that 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, par value $1.00 per share (the "Preferred Shares"), of the Company at a price of $165.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Xxxxxx Trust and Savings Bank, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% 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 outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. 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 for 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 con- stitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate 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. The Rights are not exercisable until the Distribution Date. The Rights will expire on May 2, 2008 (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. The Purchase Price payable, and the number of Pre- ferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evi- dences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). 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. 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 $1 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 antidilution 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. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one- hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Pur- chase Price will be 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. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower the threshold for exercisability of the Rights from 20% to not less than the greater of (i) any percentage greater than the largest percentage of outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Maytag Corp)

Signature. A-4 Form Note: The above signature must correspond with the name as written upon the face of Reverse Side of Right this Warrant Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) Toin every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise _______________________Rights represented by this Right _______________________ FORM OF ASSIGNMENT For value received _______________________ hereby sells, assigns and transfers unto _____________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ attorney, to transfer said Warrant Certificate to purchase on the Common Shares issuable upon books of the exercise within-named Company, with full power of such Rights and requests that such Common Shares be issued substitution in the name of: Please insert social security or other identifying numberpremises. Dated ____________________, 199__ Signature: _____________________________________________________________________________ (Please print Note: The above signature must correspond with the name and address) ______________________________as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: _______________________________________________ If SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS/2/ ---------------------------------------------- The following exchanges of a part of this Global Warrant for certificated Warrants have been made: Number of Warrants of Amount of Amount of this Global decrease in increase in Warrant Signature of Number of Number of following authorized Date of Warrants of this Warrants of this such number decrease signatory 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 Exchange Global Warrant Global Warrant (or other identifying number: _____________________________________________________________________________ (Please print name and addressincrease) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________Warrant Agent ---------- ---------------- ---------------- ------------- -------------

Appears in 1 contract

Samples: Warrant Agreement (Diva Systems Corp)

Signature. A-4 Exhibit B-4 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: Self Storage Group, Inc. GEMSTAR INTERNATIONAL GROUP LIMITED The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ______________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Exhibit B-5 Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Amended and Restated Rights Agreement (Gemstar International Group LTD)

Signature. A-4 B-4 72 Form of Reverse Side of Right Certificate - Certificate--continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: Self Storage GroupEXPRESSJET HOLDINGS, Inc. INC.: The undersigned hereby irrevocably elects to exercise ______________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ________________, ____, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- --------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Expressjet Holdings Inc)

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Signature. A-4 32 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: Self Storage GroupGeneral Signal Networks, Inc. The undersigned hereby irrevocably elects to exercise _______________________Rights _ represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number _____________________________________________ (Please print name and address) _____________________________________________ Dated:_______________________,__________ 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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. A-5 33 Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (General Signal Networks Inc)

Signature. A-4 B-4 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 Rights Certificate.) ToTo the Rights Agent: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Shares shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares of Preferred Stock (or such 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 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 or other identifying number: ______________________________________ ______________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bank, stockbrokertrust company, savings and loan association broker, dealer or credit union with membership other eligible institution participating in an approved a recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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 sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ______________________________ Signature Form of Reverse Side of Right 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 upon the face of this 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, such Assignment or Election to Purchase will not be honored. _________________________________ EXHIBIT C --------- UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock On March 5, 2003, the Board of Directors of Cognizant Technology Solutions Corporation (the "COMPANY") declared a dividend of one preferred share purchase right (a "RIGHT") for each outstanding share of Class A common stock, par value $.01 per share, of the Company (the "COMMON STOCK"). The dividend is payable on March 17, 2003 (the "RECORD DATE") to the stockholders of record on that 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, par value $.10 per share (the "PREFERRED STOCK") of the Company at a price of $450 per one one-thousandth of a share of Preferred Stock (as the same may be adjusted, the "PURCHASE PRICE"). The description and terms of the Rights are set forth in a Rights Agreement dated as of March 5, 2003 (as the same may be amended from time to time, the "RIGHTS AGREEMENT"), between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "RIGHTS AGENT"). Until the close of business on the earlier of (i) the tenth day after the first date of a public announcement that a person or group of affiliated or associated persons (an "ACQUIRING PERSON") has acquired beneficial ownership of 15% or more of the shares of Common Stock then outstanding or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) after the date of commencement of, or the first public announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the shares of Common Stock then outstanding (the earlier of such dates being called the "DISTRIBUTION DATE"), the Rights will be evidenced by the Common Stock certificates or by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of such a certificate (an "OWNERSHIP STATEMENT"). The Rights Agreement does not restrict any person who beneficially owns 15% or more of the shares of Common Stock then outstanding as of the date of the Rights Agreement or the date of the first public announcement of the Rights Agreement, so long as such person does not become the beneficial owner of additional shares of Common Stock and, upon becoming the beneficial owner of such additional shares, such person is still (or again becomes) the beneficial owner of 15% or more of the shares of Common Stock then outstanding. The phrase "THEN OUTSTANDING," when used with reference to a Person's beneficial ownership of the Company's Common Stock, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially under the Rights Agreement. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferable only in connection with the transfer of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock, or the transfer of any shares of Common Stock represented by an Ownership Statement, outstanding as of the Record Date, even without a notation incorporating the Rights Agreement by reference or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("RIGHT CERTIFICATES") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 5, 2013 (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. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The Rights are also subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $1 per share and (b) an amount equal to 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate 1,000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right and payment of the Purchase Price, that number of shares of Common Stock having a market value of two times the Purchase Price. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive, upon the exercise thereof at the then-current exercise price of the Right, that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent), which number of shares at the time of such transaction will have a market value of two times the Purchase Price. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock or the occurrence of an event described in the prior paragraph, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or of a share of a similar class or series of the Company's preferred stock having similar rights, preferences and privileges) of equivalent value, per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, 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 Stock on the last trading day prior to the date of exercise. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "REDEMPTION PRICE"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights. Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as the same may be amended from time to time, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Cognizant Technology Solutions Corp)

Signature. A-4 Form of Reverse Side of Right Certificate - Certificate--continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: Self Storage GroupEXPRESSJET HOLDINGS, Inc. INC.: The undersigned hereby irrevocably elects to exercise ______________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: ________________number _____________________________________________________________ (Please print name and address) _____________________________________________________________ _____________________________________________________________ Dated: ________________, ____, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- --------------------------------------------------------------- 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). _______________________________________

Appears in 1 contract

Samples: Rights Agreement (Expressjet Holdings Inc)

Signature. A-4 Exhibit B-4 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: Self Storage GroupGEMSTAR-TV GUIDE INTERNATIONAL, Inc. INC. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ______________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ Dated: :____________________, ______ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Exhibit B-5 Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Gemstar International Group LTD)

Signature. A-4 B-4 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: Self Storage GroupIMPERIAL CREDIT INDUSTRIES, Inc. INC. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: :____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Agreement (Imperial Credit Industries Inc)

Signature. A-4 A-3 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: Self Storage Group, Inc. 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 such Common 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 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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________

Appears in 1 contract

Samples: Rights Agreement (Self Storage Group, Inc.)

Signature. A-4 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: Self Storage GroupGlobal Income Fund, Inc. 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 such Common 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 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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Global Income Fund, Inc.)

Signature. A-4 Signature -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate - continued -- continued] FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by registered holder if such holder desires to exercise Rights represented by the Right Certificate.) To: Self Storage GroupWARWICK COMMUNITY BANCORP, Inc. INC. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common interests in Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common interests in Preferred Shares be issued in the name of: Please insert social security or other identifying number: __________________________ __________________________ __________________________ (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) _____________________________________________________________________________ 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 or other identifying taxpayer identification number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, __20__ _________________________________ Signature _________________________________ Signature [Form of Reverse Side of Right Certificate -- continued] Signature GuaranteedGuarantee: Signatures must be guaranteed by an eligible financial institution (or broker who is a bank, stockbroker, savings and loan association or credit union with membership member/participant in an a Medallion Program approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of by the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- Transfer Association, Inc. -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Warwick Community Bancorp Inc)

Signature. A-4 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: Self Storage GroupXXXXXX INTERNATIONAL, Inc. INC. The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________________, ____ ______ __________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Form of Agreement (New Morton International Inc)

Signature. A-4 Form NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage GroupPSS WORLD MEDICAL, Inc. INC. The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by this Right the attached Rights Certificate to purchase the Common Shares shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security _____________________________________________ Address: ____________________________________ Social Security or other identifying numberTaxpayer 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 of such Rights shall be registered in the name of and delivered to: _____________________________________________ Address: ____________________________________ Social Security or other Taxpayer Identification Number:_______________________ 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. _______________________________________________________________________________ (Please print name To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and address) 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 _______________________________________________________________________________ If such number NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial owner of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right the enclosed Rights Certificate for the balance remaining of such Rights shall to 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 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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) 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. EXHIBIT B --------- ARTICLES OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PSS WORLD MEDICAL, INC. The name of the corporation is: PSS World Medical, Inc., a Florida corporation (hereinafter called the "Corporation"). _______________________________________, which hereby certifies as ----------- follows:

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (PSS World Medical Inc)

Signature. A-4 B-4 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: Self Storage Group, Inc. GEMSTAR INTERNATIONAL GROUP LIMITED The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ______________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ Dated: _____________________, ____ _____1998 __________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Gemstar International Group LTD)

Signature. A-4 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.Print Name) To: Self Storage Group, Inc. 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 such Common Shares be issued ---------------------------------------- (Street Address) ---------------------------------------- (City) (State) (Zip Code) Signed in the name presence of: Please insert social security or other identifying number: __________________________________________________________ EXHIBIT B THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. ASSIGNMENT FORM (To be executed only upon transfer of this Warrant) For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto ____________________ (Please print name and address) the right represented by such Warrant to purchase _____________________________________________________________ shares of Common Stock of Genta Incorporated to which such Warrant relates and all other rights of the Warrantholder under the within Warrant (including, without limitation, the registration rights provided in Section 8 of the within Warrant), and appoints _________________ If as Attorney to make such number transfer on the books of Rights shall not be all the Rights evidenced by this Right CertificateGenta Incorporated maintained for such purpose, a new Right Certificate for the balance remaining with full power of such Rights shall be registered substitution in the name of and delivered to: Please insert social security or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ premises. Dated: ____________________, ____ _______________________________________ . --------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution ---------------------------------------- ---------------------------------------- (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion programPrint Name) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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 Street Address) ---------------------------------------- (City) (State) (Zip Code) Signed in the Rights Agreement). _______________________________________presence of: ---------------------------------------

Appears in 1 contract

Samples: Genta Incorporated /De/

Signature. A-4 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.) ToTo FIRST BANK SYSTEM, INC.: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number: 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 security, taxpayer identification number or other identifying number: number ______________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, __19 __ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ------------------------------------------------------------------------------ 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (First Bank System Inc)

Signature. A-4 B-4- Form of Reverse Side of Right Rights Certificate - -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: Self Storage GroupKPMG CONSULTING, Inc. INC.: The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Rights Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 Right Rights Certificate, a new Right 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: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ___________________ __, ____ ______ __________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -B-5- Form of Reverse Side of Right Rights Certificate -- continued --------------------------------------------------- --------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (KPMG Consulting Inc)

Signature. A-4 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 Rights Certificate) To NINE WEST GROUP INC.) To: Self Storage Group, 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 shares of Preferred Stock (or such other securities) be issued in the name of: _______________________Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that such Common 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 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 or other identifying number: number _____________________________________________________________ _____________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: _____________________________________________________________ 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. _____________________________________________________________ _____________________________________________________________ Signature Signature Guaranteed: Signatures must (To be guaranteed by an eligible institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion programcompleted) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ____________________________________ Signature _____________________________________________________________ _____________________________________________________________ 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 upon the face of this 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, such Assignment or Election to Purchase will not be honored. Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK OF NINE WEST GROUP INC. On February 17, 1998, the Board of Directors of Nine West Group Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock"). The dividend is payable on March 4, 1998 (the "Record Date") to the stockholders of record on that 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, par value $.01 per share, of the Company (the "Preferred Stock") at a price of $120 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 17, 1998, as the same may be amended from time to time (the "Rights Agreement"), between the Company and The Bank of New York, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (with certain exceptions, an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights. For purposes of this calculation, there shall be disregarded shares of Common Stock which either Mr. Jerome Fisher or Mr. Vincent Camuto, or their respective xxxxxxx, (x) had the xxxxx xx xxxxxxx xn February 17, 1998, or (ii) acquire or obtain the right to acquire subsequent to February 17, 1998, in either case under employee benefit plans of the Company. The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 16, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then- current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $10 per share but will be entitled to an aggregate dividend of 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, 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 current market price of the Preferred Stock or the Common Stock. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price") payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Nine West Group Inc /De)

Signature. A-4 (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) Date: __________ * Consisting of: ____ shares of Common Stock ANNEX to Form of Reverse Side of Right Warrant ---------- Certificate - continued FORM OF ELECTION TO PURCHASE NOTICE OF CONVERSION (To be executed if holder desires to exercise Rights represented by the Right Certificate.upon conversion of Warrant) To: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to convert Warrants represented hereby into ____ Warrant Shares* in accordance with the terms hereof. The undersigned requests that a certificate for such Warrant Shares be registered in the name of _______________________Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that such Common Shares be issued in the name of: Please insert social security or other identifying number: _________________________ whose address is ______________________________________________________________ (Please print name and address) that such certificate be delivered to ____________________________ whose address is _____________________________________________________________________________ . If such said number of Rights shall not be Warrant Shares is less than all of the Rights evidenced by this Right CertificateWarrant Shares obtainable hereunder, the undersigned requests that a new Right Warrant Certificate for representing the remaining balance remaining of such Rights shall the Warrant Shares be registered in the name of and delivered to: Please insert social security or other identifying number: ____________________________________ whose address is ______________ __________________________________________ (Please print name and address) _________________________________________that such Warrant Certificate be delivered to ____________________________________ Datedwhose address is ----------------- ----------------------------------. Signature: -------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) Date: ____________________, _ * Consisting of: ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bank, stockbroker, savings shares of Common Stock EXHIBIT B to Warrant Agreement ----------------- WARRANT REGISTER ---------------- Original Number of Number of Names and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 Warrant Warrants and Warrant Warrants Addresses of the Securities Exchange Act of 1934. Form of Reverse Side of Right Shares Expired Warrant Holders Certificate – continued --------------------------------------------------- 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). _______________________________________Number

Appears in 1 contract

Samples: Warrant Agreement (Sight Resource Corp)

Signature. A-4 B-4 56 Form of Reverse Side of Right Certificate - Certificate--continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: Self Storage Group, Inc. THE FINOVA GROUP INC. The undersigned hereby irrevocably elects to exercise Rights represented by this 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______________________ __Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that such Common 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 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 or other identifying number: ______________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ Dated: :____________________, ____ _______________________________________ Signature ------------------------------------------------------------------------------- Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- ------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Finova Group Inc

Signature. A-4 Form NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage Group, Inc. AMSOUTH BANCORPORATION The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by this Right the attached Rights Certificate to purchase the Common Shares shares of Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security or other identifying number: _____________________________________________________________________________ (Please print name and addressName) _____________________________________________________________________________ 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 or other identifying number: _____________________________________________________________________________ (Please print name and addressAddress) ___________________________________________ (Address) ___________________________________ Dated(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 of such Rights shall be registered in the name of and delivered to: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion programName) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). ___________________________________ (Address) ___________________________________ (Address) ___________________________________ (Social Security or Other Taxpayer Identification Number) Dated: ____________________

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Amsouth Bancorporation)

Signature. A-4 NOTICE ------ The signature in the foregoing Form of Reverse Side Assignment must conform to the name as written upon the face of Right this Rights Certificate - continued in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment 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 will not be honored. FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTo Synbiotics Corporation: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Rights Certificate to purchase the Common Shares units of Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares Series A Preferred Stock 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 Right Rights Certificate, a new Right 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: _________________________number ____________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- CERTIFICATE ----------- The undersigned hereby certifies that the Rights evidenced by this Right Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Synbiotics Corp)

Signature. A-4 NOTICE The signature in the foregoing Form of Reverse Side Assignment must conform to the name as written upon the face of Right this Rights Certificate - continued in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment 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 will not be honored. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: Self Storage GroupSTARMEDIA NETWORK, Inc. INC. The undersigned hereby irrevocably elects to exercise_______________ Rights represented by this Rights Certificate to purchase the units of Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number ____________________________________________________ (Please print name and address) If such number of Rights represented shall not be all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate to purchase for the Common Shares issuable upon the exercise balance remaining of such Rights and requests that such Common Shares shall be issued registered in the name ofof and delivered to: Please insert social security or other identifying numbernumber ____________________________________________________ (Please print name and address) Dated: ______________, __ ________________________________________________________________________________ (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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Starmedia Network Inc)

Signature. A-4 B-3 62 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: Self Storage Group, Inc. KYZEN CORPORATION The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: __________________ ___, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- ________________________________________________________________________________ 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 ________________________________________________________________________________

Appears in 1 contract

Samples: Rights Agreement (Kyzen Corp)

Signature. A-4 Form of Reverse Side of Right Certificate - continued FORM OF REVERSE SIDE OF RIGHT CERTIFICATE, CONT. FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights represented by the Right Certificate.) To: Self Storage Group, Inc. PROCYTE CORPORATION The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security or other identifying number: ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and addressaddress and insert social security or other identifying 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: ________________________________________________________________________________ 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 or other identifying number: ________________________________________________________________________________ (Please print name and addressaddress and insert social security or other identifying number.) _____________________________________________________________________________ Dated: _________, 19___ ___________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bankbanks, stockbrokerstockbrokers, savings and loan association or associations and credit union unions with membership in an approved signature guarantee medallion program) ), pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -------------------------------------------------------------------------------- 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 such terms are defined in the Rights Agreement). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Procyte Corp /Wa/)

Signature. A-4 B-4 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: Self Storage Group, Inc. PACIFIC SCIENTIFIC COMPANY The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security or other identifying numbernumber _______________________________________________________________________________ (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 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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: _____________________, ____ _____1997 __________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Exhibit 22 (Pacific Scientific Co)

Signature. A-4 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: Self Storage Group, Inc. UNIVERSAL CORPORATION The undersigned hereby irrevocably elects to exercise ______ ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: :____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -------------------------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Agreement (Universal Corp /Va/)

Signature. A-4 67 Form of Reverse Side of Right Certificate - -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented evidenced by the Right Certificate.) To: Self Storage GroupRockwell Collxxx, Inc. Xxc. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented evidenced by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ____________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. A-5 68 Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- -------------------------------------------------------------------------------- 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, in each case, participating in a Medallion program approved by the Securities Transfer Association, Inc. 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (New Rockwell Collins Inc)

Signature. A-4 Form NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by 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 Right any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate - continued to be void and not transferable or exercisable. (To be attached to each Rights Certificate) FORM OF ELECTION TO PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) ToTO: Self Storage Group, Inc. [ ] The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by this Right the attached Rights Certificate to purchase the shares of Common Shares or Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares be issued in the name of: Please insert social security or other identifying number: _____________________________________________________________________________ (Please print name and address) ___________________Address: __________________________________________________________ __________________________________________________________ Social Security or Other Taxpayer Identification Number: ___________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Rights Certificate, a new Right 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) ___________________Address: __________________________________________________________ Dated__________________________________________________________ Social Security or Other Taxpayer Identification Number: ___________________________________ Dated: ________________, _______ Signature Guaranteed: __________________________________________________ Signature (Signature Guaranteed: 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 institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act Dealers, Inc., or a commercial bank of 1934trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Right Rights Certificate are not beneficially owned 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Varian Inc)

Signature. A-4 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: Self Storage GroupFXXXXXX COMPANIES, Inc. INC. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: ______________number _______________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ___199_ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ----------------------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Fleming Companies Inc /Ok/)

Signature. A-4 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: Self Storage Group, Inc. 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 such Common 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 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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________

Appears in 1 contract

Samples: Rights Agreement (Self Storage Group, Inc.)

Signature. A-4 (Signature must conform in all respects to name of holder as specified in the Warrant Registry.) Date: ________________ *Consisting of: _____ shares of Common Stock ANNEX to Form of Reverse Side of Right Warrant Certificate - continued FORM OF ELECTION TO PURCHASE NOTICE OF CONVERSION (To be executed if holder desires to exercise Rights represented by the Right Certificate.upon conversion of Warrant) To: Self Storage Group, Inc. The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to convert Warrants represented hereby into _______ Warrant Shares* in accordance with the terms hereof. The undersigned requests that a certificate for such Warrant Shares be registered in the name of _______________________ whose address is _Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights __________ ______________________ and requests that such Common Shares certificate be issued in the name of: Please insert social security or other identifying number: delivered to _____________________ whose address is ____________________________________. If said number of Warrant Shares is less than all of the Warrant Shares obtainable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of the Warrant Shares be registered in the name of _____________________________ whose address is ___________________________________ and that such Warrant Certificate be delivered to ____________________________ whose address is _________________________________________ (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 or other identifying number: _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: ____________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible 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. Form of Reverse Side of Right Certificate – continued --------------------------------------------------- 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). _______________________________________.

Appears in 1 contract

Samples: Warrant Agreement (Chase Dover Inc)

Signature. A-4 B-4 69 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: Self Storage GroupMcDOXXXX & XOMPANY INVESTMENTS, Inc. INC. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred 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 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 or other identifying number: number ______________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ Dated: ____________________, ____ _1995 ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. B-5 70 Form of Reverse Side of Right Certificate -- continued --------------------------------------------------- ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ 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 upon the face of this 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 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. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On November 1, 1995, the Board of Directors of McDoxxxx & Xompany Investments, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.00 per share (the Common Shares"), of the Company. The dividend is payable on November 15, 1995 (the "Record Date") to the stockholders of record on that 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, without par value (the "Preferred Shares"), of the Company at a price of $60 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and National City Bank, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% 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 outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. 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 for 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

Appears in 1 contract

Samples: Rights Agreement (McDonald & Co Investments Inc)

Signature. A-4 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: Self Storage Group, Inc. FLOW INTERNATIONAL CORPORATION The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common 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 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 or other identifying number: _. ____________________________________________________________________________ (Please print name and address.) _____________________________________________________________________________ Dated: ____________________, ____ _________________, 19___ _____________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible institution (a bankmember firm of a registered national securities exchange, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 a member of the National Association of Securities Exchange Act of 1934Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate - continued --------------------------------------------------- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 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). _______________________________________.

Appears in 1 contract

Samples: Rights Agreement (Flow International Corp)

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