The Rights Agreement. The Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
The Rights Agreement. The Rights Agreement is hereby reaffirmed in all respects and shall remain in full force and effect in accordance with its terms except as amended by this Amendment.
The Rights Agreement. A copy of the Rights Agreement is available free of charge from the Company or VES. 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. EXHIBIT C [Form of Right Certificate] Certificate No. R- ___________ Rights This Certificate is Transferable in Dallas, Texas or New York, New York NOT EXERCISABLE AFTER MAY 15, 2007 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. IF THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME OR MAY HAVE BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT. RIGHT CERTIFICATE This certifies that _________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of May 15, 1997 (the "Rights Agreement") between Veritas DGC Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date and prior to the Expiration Date at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000th) of a fully paid, nonassessable share of Preferred Stock--Junior Participating Series A, par value $.01 per share, (the "Preferred Stock") of the Company, at a cash purchase price of $100 per one one-thousandth (1/1,000th) of a share (the "Purchase Price"), payable in cash upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the related Certificate duly executed. Terms used herein and not otherwise defined have the meanings assigned to them in the Rights Agreement. The number of rights evidenced by this Right Certificate, the Purchase Price and the number and kind of shares which may be purchased upon exercise thereof are the number of Rights, Purchase Price, and the number an...
The Rights Agreement. The Company shall give notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Associate or Affiliate thereof. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended. The failure to print the foregoing legend on any such Right Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.
The Rights Agreement. 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. EXHIBIT B-2 June 12, 1997 Dear Shareholder: The Board of Directors of Veritas DGC Inc. (the "Company") has adopted a Shareholder Rights Plan (the "Plan") designed to deter coercive or unfair takeover tactics and to prevent an acquiror from gaining control of the Company without offering a fair price to all of its shareholders, including the holders of Veritas Energy Services, Inc. ("VES") Exchangeable Shares. Included with this letter is a Summary of the Plan. We suggest that you retain this document for future reference. The Board has adopted the Plan because it enhances the Board's ability to protect the shareholders' and the Company's interest in the event of a coercive or unfair takeover attempt. More than 3,000 publicly held companies in the United States have adopted shareholder rights plans. Adoption of such a plan is now a commonly accepted business practice for protecting shareholder interests. Under the Plan, holders of record of VES Exchangeable Shares at the close of business June 12, 1997, will receive from VES a dividend of one Company Preferred Stock Purchase Right (a "Right") for each VES Exchangeable Share held. While the Company and VES are of the view that each Right will be valueless when distributed as a dividend to the holders of VES Exchangeable Shares, VES has recorded the Rights on its books at U.S.$.001 per Right, which in the opinion of the Company's investment banker is the maximum value of a Right. Until such Rights become exercisable, your VES Exchangeable Share certificates will evidence your Rights. The Rights will automatically trade with the VES Exchangeable Shares and will be exercisable only if and when an event arises to trigger them. The triggering events are described in the Summary of the Plan. The Plan is not intended to prevent an acquisition of the Company on terms that are favorable and fair to all shareholders. Furthermore, it should not dissuade any perspective offeror willing to negotiate with the Company's Board of Directors and will not interfere with a merger or any other business combination transaction that the Company's Board of Directors judges to be fair to the shareholders. The Plan is therefore intended to discourage unilateral takeover...
The Rights Agreement. The Rights Plan Condition may be satisfied in a number of ways, including the following: (i) the current ADT Board may redeem the Rights or amend the Rights Agreement so that the Rights would not be triggered by the Offer and the Amalgamation, (ii) following the satisfaction of the ADT Shareholder Approval Condition, the newly elected ADT Board may, subject to its fiduciary obligations, take such actions as may be necessary with respect to the Rights so that they would not be triggered by the Offer and the Amalgamation, or
The Rights Agreement. The Company's Board of Directors has approved, and the Company agrees within two business days of the date hereof to enter into
The Rights Agreement. 3.1 Section 3.5 of the Rights Agreement shall be deleted in its entirety and the following substituted in lieu thereof:
The Rights Agreement. Section 21 of the Rights Agreement is hereby amended by adding thereto, after the end of the first sentence of Section 21, the following: "If the Rights Agent shall no longer serve as the transfer agent for the Common Shares, the Rights Agent shall be deemed to have resigned as such effective as of the date on which the Rights Agent no longer serves as such transfer agent."
The Rights Agreement. Section 26 of the Rights Agreement is hereby amended (a) to change the Attention: line under the address to which notices or demands to be given to the Rights Agent must be sent to "Client Administration" and (b) to change the firm and address to which copies of notices or demands to be given to the Company must be sent to: Sidley Austin Brown & Wood Xxxx Xne Xxxxa 10 S. Dearborn Street Xxxxxxx, Illinois 60603 Attention: Steven Sutherland
