Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the Company; (b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed; (c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Rights Agreement (Mci Inc), Rights Agreement (Mci Inc)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyCompany Voting Stock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully completed and executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock balance indicated in the book-entry account system of the transfer agent for the Company Voting Stock or, in the case of uncertificated shares of Common Stockcertified shares, the book-entry account evidencing record ownership of such sharesassociated Company Voting Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock balance indicated in the book-entry account system of the transfer agent for the Company Voting Stock or, in the case of certified shares, the associated Company Voting Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Rights Agreement (Greektown Superholdings, Inc.), Rights Agreement (Greektown Superholdings, Inc.)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executedfully completed;
(c) subject to Section 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated representing shares of Common StockStock or Book Entry Shares, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for representing shares of Common Stock of the Company or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, Agent (subject to the last sentence of Section 7(e)) hereof, shall be required to will be affected by any notice to the contrary; and;
(d) notwithstanding anything to the contrary in this Agreement to the contraryAgreement, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, it being understood that the Company must will use its all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Agreement may be supplemented or amended from time to time in accordance with Section 27.
Appears in 2 contracts
Sources: Preferred Stock Rights Agreement (KBS Fashion Group LTD), Preferred Stock Rights Agreement (Woodward, Inc.)
Agreement of Rights Holders. Every holder of a Right, Right by --------------------------- accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) any restriction on transfer deemed to be imposed by this Agreement is valid and enforceable against the holder and any transferee of the holder in accordance with Section 1529 of the Pennsylvania Business Corporation Law of 1988, as amended, or any successor provision; and
(d) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and.
(de) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best -------- efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Rights Agreement (Fulton Financial Corp), Rights Agreement (Fulton Financial Corp)
Agreement of Rights Holders. Every holder of a Right, by accepting the sameRight, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein fully completed and duly executed, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated representing shares of Common StockStock or Book Entry Shares, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for representing shares of Common Stock of the Company or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, Agent (subject to the last sentence of Section 7(e)) hereof, shall be required to will be affected by any notice to the contrary; and;
(d) notwithstanding anything to the contrary in this Agreement to the contraryAgreement, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, it being understood that the Company must will use its all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Agreement may be supplemented or amended from time to time in accordance with Section 27.
Appears in 2 contracts
Sources: Preferred Stock Rights Agreement (Cue Health Inc.), Preferred Stock Rights Agreement
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of and Series B Preferred Stock, as the Companycase may be;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesor Series B Preferred Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company or Series B Preferred Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Rights Agreement (American Precision Industries Inc), Rights Agreement (American Precision Industries Inc)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the CompanyShares;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executedexecuted along with a signature guarantee and such other documentation as the Company or the Rights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company orShares or Book Entry Shares, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company Shares or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, Agent (subject to the last sentence of Section 7(e)) hereof, shall be required to will be affected by any notice to the contrary; and;
(d) notwithstanding anything to the contrary in this Agreement to Agreement, none of the contraryCompany, neither the Company nor the Rights Agent shall or any of their respective directors, officers, employees or agents will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must will use its all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Agreement may be supplemented or amended from time to time in accordance with Section 27.
Appears in 2 contracts
Sources: Preferred Shares Rights Agreement (E2open Inc), Preferred Shares Rights Agreement (Smith Micro Software Inc)
Agreement of Rights Holders. Every holder of a RightRights, by accepting the samesuch Rights, consents and agrees with the Company Trust and the Rights Agent and with every other holder of a Right Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Distribution DateSeparation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the Unit associated with such Right;
(c) after the Separation Time, the Rights will be transferable only in connection with on the transfer of shares of Common Stock (or book-entry account) of the CompanyRights Register as provided herein;
(bd) after prior to due presentment of a Rights Certificate (or, prior to the Distribution DateSeparation Time, the associated Unit certificate) for registration of transfer, the Trust, the Rights Certificates are transferable only on the registry books Agent and any agent of the Rights Agent if surrendered at the principal office Trust or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a the Rights Certificate (or, prior to the Distribution DateSeparation Time, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesUnit) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the any Rights Certificate or the associated Unit certificate for Common Stock of the Company made by anyone other than the Company Trust or the Rights Agent) for all purposes whatsoever, and neither the Company Trust nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary;
(e) such holder is not entitled to receive any fractional Rights or fractional Units upon the exercise of Rights;
(f) such holder shall not be entitled to any payment on a redemption of Rights hereunder if the payment otherwise owing to such holder would be less than $10.00; and
(dg) notwithstanding anything in this Agreement to the contrary, neither the Company Trust nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Unitholder Rights Agreement, Unitholder Rights Agreement
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the Company;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesCompany) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction in junction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, however, that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Rights Agreement (Project Software & Development Inc), Rights Agreement (Project Software & Development Inc)
Agreement of Rights Holders. Every holder of a Right, by accepting the samesuch Rights, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are will be transferable (subject to the provisions of this Agreement) only on the registry books of the Rights Agent if surrendered at the principal office or other offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms of assignment and certificates contained therein properly completed and duly executed, accompanied by such other documentation as the Rights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock Person whose name is indicated in the Book Entry account system of the Company or, transfer agent in respect of the case of uncertificated shares of associated Common Stock, the book-entry account evidencing record ownership of such shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates (or the associated certificate for notices provided to holders of Book Entry shares of Common Stock of the Company Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent Agent, nor any of their respective directors, officers, employees or agents, shall have any liability to any holder of a Right Rights or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must shall use its commercially reasonable efforts to have any such injunction, order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Tax Benefits Preservation Plan (Liveperson Inc), Tax Benefits Preservation Plan (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right Rights that:
(a) prior to the Distribution Date, the Rights each Right will be transferable only in connection simultaneously and together with the transfer of shares of Common Stock (or book-entry account) of the Company;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executedfully completed;
(c) subject to Section Sections 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for representing Common Stock of the Company oror Book Entry Shares, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for representing Common Stock of the Company or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and and, subject to Section 7(e), neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right Rights or other Person as a the result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its commercially reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon promptly as possiblepractical;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Agreement may be supplemented or amended from time to time in accordance with Section 28.
Appears in 2 contracts
Sources: Tax Benefits Preservation Rights Agreement (Impac Mortgage Holdings Inc), Tax Benefits Preservation Rights Agreement (Impac Mortgage Holdings Inc)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, Rights consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Class A Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer transfer, and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section SECTION 6(a) and Section SECTION 7(f) hereof), the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Class A Common Stock of the Company or, in the case of uncertificated shares of and/or Class B Common Stock, as the book-entry account evidencing record ownership of such shares) case may be), is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Class A Common Stock of and/or Class B Common Stock, as the Company case may be, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to will be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory regulatory, or administrative agency or commission, or by reason of any statute, rule, regulation regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must will use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.its
Appears in 2 contracts
Sources: Rights Agreement (Affiliated Computer Services Inc), Rights Agreement (Affiliated Computer Services Inc)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares the Common Stock and the Right associated with each such share of Common Stock (or book-entry account) shall be automatically transferred upon the transfer of the Companyeach such share of Common Stock;
(b) after the Distribution Date, the Rights Certificates are transferable (subject to the provisions of this Agreement) only on the registry books of the Rights Agent if surrendered at the principal office or offices agency of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, certificate (or Book Entry shares in the case of uncertificated shares respect of Common Stock, the book-entry account evidencing record ownership of such shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock certificate (or notices provided to holders of the Company Book Entry shares in respect of Common Stock) made by anyone any Person other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its the inability of the Company or the Rights Agent to perform any of its the Company’s or the Rights Agent’s obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authoritya governmental, regulatory or administrative agency or commission, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Rights Agreement (Southwest Gas Holdings, Inc.), Rights Agreement
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, properly executed and duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, certificate (or book entry shares in the case of uncertificated shares respect of Common Stock, the book-entry account evidencing record ownership of such shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock certificate (or notices provided to holders of the Company book entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent nor any of their directors, officers, employees, or agents shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must shall use its reasonable best efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Tax Benefits Preservation Plan (Acacia Research Corp), Tax Benefits Preservation Plan (Acacia Research Corp)
Agreement of Rights Holders. Every holder of a Right, by accepting the sameRight, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyShares;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein fully completed and duly executed, accompanied by a Signature Guarantee;
(c) subject to Section 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for representing Common Stock of the Company orShares or Book Entry Shares, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for representing Common Stock of the Company Shares or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, Agent (subject to the last sentence of Section 7(e)) hereof, shall be required to will be affected by any notice to the contrary; and;
(d) notwithstanding anything to the contrary in this Agreement to the contraryAgreement, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, it being understood that the Company must will use its all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Agreement may be supplemented or amended from time to time in accordance with Section 27.
Appears in 2 contracts
Sources: Rights Agreement, Preferred Shares Rights Agreement (Zymeworks Inc.)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyCompany or of Convertible Preferred Stock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common or Convertible Preferred Stock, the book-entry account evidencing record ownership of such shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company or Convertible Preferred Stock made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, howeverHOWEVER, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Shareholder Rights Agreement (Wyndham International Inc), Shareholder Rights Agreement (Wyndham International Inc)
Agreement of Rights Holders. Every holder of a Right, by accepting the sameRight, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executedfully completed, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated representing shares of Common StockStock or Book Entry Shares, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for representing shares of Common Stock of the Company or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, Agent (subject to the last sentence of Section 7(e)) hereof, shall be required to will be affected by any notice to the contrary; and;
(d) notwithstanding anything to the contrary in this Agreement to the contraryAgreement, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, it being understood that the Company must will use its all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Agreement may be supplemented or amended from time to time in accordance with Section 27.
Appears in 2 contracts
Sources: Preferred Stock Rights Agreement (Forte Biosciences, Inc.), Preferred Stock Rights Agreement
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the Company;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Rights Agreement (4 Kids Entertainment Inc), Rights Agreement (Allied Healthcare International Inc)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by Rights Certificates and will be transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the CompanyShares;
(b) after the Distribution Date, the Rights Certificates are will be transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms form of assignment set forth on the reverse side thereof and certificates the certificate contained therein duly completed and fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for the Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesShares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated the Common Shares certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Rights Agreement (Si Diamond Technology Inc), Rights Agreement (Si Diamond Technology Inc)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Sources: Rights Agreement (Sierra Pacific Resources /Nv/), Rights Agreement (Medsource Technologies Inc)
Agreement of Rights Holders. Every holder of a Right, by accepting the sameRight, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein fully completed and duly executed, accompanied by a Signature Guarantee;
(c) subject to Section 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated representing shares of Common StockStock or Book Entry Shares, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for representing shares of Common Stock of the Company or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, Agent (subject to the last sentence of Section 7(e)) hereof, shall be required to will be affected by any notice to the contrary; and;
(d) notwithstanding anything to the contrary in this Agreement to the contraryAgreement, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, it being understood that the Company must will use its all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Agreement may be supplemented or amended from time to time in accordance with Section 27.
Appears in 2 contracts
Sources: Preferred Stock Rights Agreement (Zymeworks Delaware Inc.), Preferred Stock Rights Agreement (Zymeworks Delaware Inc.)
Agreement of Rights Holders. Every holder of a Right, by accepting --------------------------- the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) Sections 6 and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Right Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof), shall be required to be affected by any notice to the contrary; and
(d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any -------- ------- such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will shall be evidenced by Book Entries representing, or the certificates for, Common Stock registered in the name of the holders of Common Stock, which Book Entries representing, or certificates for Common Stock, shall also constitute certificates for Rights, and not by separate Rights Certificates, and each Right shall be transferable only in connection simultaneously and together with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Book Entry representing, or certificate for Common Stock of the Company orfor, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and;
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible; and
(e) Rights that become Beneficially Owned by the Persons specified in Section 7(e) hereof are automatically null and void pursuant to that Section.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right or a beneficial interest in a Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other such holder of a Right that:
(a) prior to the Distribution Date, beneficial interests in the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesor Book Entry Shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company or Book Entry Shares made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; andand 30 CORE Rights Agreement
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executed, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose the name of which a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, certificate (or book entry shares in the case of uncertificated shares respect of Common Stock, the book-entry account evidencing record ownership of such shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock certificate (or notices provided to holders of the Company book entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent Agent, nor any of their respective directors, officers, employees or agents, shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must shall use its reasonable best efforts to have any such injunction, order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Tax Benefits Preservation Plan
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will shall be evidenced by the Book-Entries representing, or the certificates for, Common Stock registered in the name of the holders of Common Stock, which Book-Entries representing, or the certificates for, Common Stock shall also constitute certificates for Rights, and not by separate Rights Certificates, and each Right shall be transferable only in connection simultaneously and together with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Book-Entry representing, or certificate for Common Stock of the Company orfor, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such shares) is registered on the transfer books of the Rights Agent as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last penultimate sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a separate Rights Certificate and will be transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the CompanyShares;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;; and
(c) subject to Section Sections 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesShares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated Common Shares certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must may use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Arris Group Inc)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable (subject to the provisions of this Agreement) only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms of assignment and certificates contained therein certificates, properly completed and duly executed, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, certificate (or Book Entry shares in the case of uncertificated shares respect of Common Stock, the book-entry account evidencing record ownership of such shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock certificate (or notices provided to holders of the Company Book Entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrarycontrary contained herein, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its or their obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must shall use its reasonable best efforts to have any such injunction, order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Corelogic, Inc.)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated by the Rights Agent for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, certificate (or book-entry shares in the case of uncertificated shares respect of Common Stock, the book-entry account evidencing record ownership of such shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock certificate (or notices provided to holders of the Company book-entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must shall use its reasonable best efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (Ordinary Shares or book-entry account) of the CompanyDepositary Shares representing such Ordinary Shares;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Ordinary Shares certificate for Common Stock of the Company (or, in the case absence of uncertificated shares such certificate, a notation in the register of Common Stock, the book-entry account evidencing record members in respect of ownership of such sharesOrdinary Shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated Ordinary Shares certificate for Common Stock (or notices provided to holders of Ordinary Shares as recorded in the Company register of members) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms 28 and certificates contained therein duly fully executed, subject to any requirements under Section 6 of this Agreement;
(c) subject to Section 6(a) and Section 7(f) hereofof this Agreement, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated issued or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Manatron Inc)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated desig- nated for such purposes, duly endorsed or accompanied by a proper instrument in- strument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) any restriction on transfer deemed to be imposed by this Agreement is valid and enforceable against the holder and any transferee of the holder in accordance with Section 13.1-649 of the Virginia Stock Corporation Act; and
(d) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company cer- tificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and.
(de) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedpro- vided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Union Camp Corp)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate balance indicated in the book-entry account system of the transfer agent for the Common Stock of the Company or, in the case of uncertificated shares of Common Stockcertificated shares, the book-entry account evidencing record ownership of such sharesassociated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate balance indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, the Company associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Celera CORP)
Agreement of Rights Holders. Every registered holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other registered holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares Common Stock, and the Rights will be evidenced by the balances indicated in the book entry account system of the transfer agent of the Common Stock (or book-entry account) registered in the names of the Companyholders of such Common Stock or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer transfer, accompanied by a Signature Guarantee, and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for a Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate or Book Entry Share) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any registered holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, commission or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its reasonable best efforts to have any such injunction, order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (DallasNews Corp)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the Company;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposesAgent, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms form of assignment and certificates the certificate contained therein duly completed and executed;
(c) any restriction on transfer imposed or deemed to be imposed by this Agreement is valid and enforceable against the holder and any transferee of the holder in accordance with Section 13.1-649 of the Virginia Stock Corporation Act;
(d) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(de) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental government authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (BTG Inc /Va/)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, howeverHOWEVER, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that it accepts the terms and conditions of this Agreement and the Rights Certificates and, without limiting the generality of the foregoing, that:
(a) prior to the Distribution Date, the Rights will not be evidenced by Rights Certificates and will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are will be transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms form of assignment set forth on the reverse side thereof and certificates the certificate contained therein duly completed and fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully completed and executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate balance indicated in the book-entry account system of the transfer agent for the Common Stock of the Company or, in the case of uncertificated shares of Common Stockcertified shares, the book-entry account evidencing record ownership of such sharesassociated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate balance indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certified shares, the Company associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Adolor Corp)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of the Common Stock (Shares or book-entry account) of the CompanyConvertible Securities, as applicable;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executedfully completed;
(c) subject to Section 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company orShares or Book Entry Shares, in the case of uncertificated shares of Common Stockor Convertible Securities, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company Shares or Book Entry Shares, or Convertible Securities, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, Agent (subject to the last sentence of Section 7(e)) hereof, shall be required to will be affected by any notice to the contrary; and;
(d) notwithstanding anything to the contrary in this Agreement to the contraryPlan, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement Plan by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must will use its all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Plan may be supplemented or amended from time to time in accordance with Section 28.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the CompanyShares;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;; and
(c) subject to Section Sections 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesShares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated Common Shares certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such the obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.
Appears in 1 contract
Sources: Preferred Stock Rights Agreement (Agilent Technologies Inc)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date or, in the case of the Series A Rights, the Expiration Date, the Rights will be transferable only in connection with the transfer of shares of the underlying Company Common Stock (or book-entry account) of Company Series A Preferred Stock, as the Companycase may be;
(b) after the Distribution Date, the Common Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Company Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated Company Stock certificate for Common Stock of the Company made by anyone any Person other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon promptly as possiblepracticable.
Appears in 1 contract
Sources: Temporary Bank Charter Protection Agreement (LendingClub Corp)
Agreement of Rights Holders. Every record holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other record holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock certificate) is recorded on the books for registration and transfer of the Company orRights, in or the case of uncertificated shares of Common Stock, as the book-entry account evidencing record ownership of such shares) is registered case may be, as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Cerner Corp /Mo/)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior Prior to the Distribution Date, the Rights will be evidenced by the certificates representing Common Shares registered in the names of the record holders thereof (which certificates representing Common Shares will also be deemed to be Rights Certificates) and are transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the CompanyShares;
(b) after After the Distribution Date, the Rights Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executedtransfer;
(c) subject to Section 6(a) and Section 7(f) hereof, the The Company and the Rights Agent may deem and treat the person Person in whose name a Rights the Right Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesShare certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Right Certificate or the associated Common Share certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to Agent will be affected by any notice to the contrary; and;
(d) notwithstanding Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must will use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be evidenced by the certificates of Common Stock registered in the names of the holders thereof (or if the shares of Common Stock are uncertificated, by registration of the associated shares of Common Stock on the stock transfer books of the Company), and the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly completed and fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate is registered (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares each registered holder of Common Stock, the book-entry account evidencing record ownership of such shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last penultimate sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to prevent the issuance of any such order, decree or ruling and to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every registered holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other registered holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares Common Stock, and the Rights will be evidenced by the balances indicated in the book entry account system of the transfer agent of the Common Stock registered in the names of the holders of Common Stock (or book-entry account) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the Companyholders of the Common Stock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executed, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for a Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate or Book Entry Share) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent Agent, nor any of their directors, officers, employees and agents, shall have any liability to any registered holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory regulatory, or administrative agency or commission, or by reason of any statute, rule, regulation regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree judgment, decree, or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, by ---------------------------- accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the Company;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesCompany) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its all reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Synergy Financial Group Inc /Nj/)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices Principal Office of the Rights Agent designated for such purposesAgent, duly endorsed or accompanied by a proper instrument of transfer with a form of assignment and with certificate set forth on the appropriate forms and certificates contained therein reverse side thereof duly executed, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request;
(c) subject to Section Sections 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or or, prior to the Distribution Date, the associated certificate for Common Stock of the Company certificate, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must shall use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) from and after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, properly executed and duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed, accompanied by such other documentation as the Rights Agent may reasonably request;
(c) subject to Section 6(a6.(a) and Section 7(f7.(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, certificate (or book entry shares in the case of uncertificated shares respect of Common Stock, the book-entry account evidencing record ownership of such shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock certificate (or notices provided to holders of the Company book entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e7.(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must shall use its reasonable best efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Shareholder Rights Agreement
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the earlier of the Distribution Date and the Expiration Date, the Rights will be transferable only in connection with the transfer of shares Common Stock; provided, however, that no transfer of Common Stock (or book-entry account) to a Controlling Person pursuant to the Pennsylvania Business Corporation Law of 1988 SS 2541 et seq. shall effect a transfer of the CompanyRights;
(b) after the Distribution Date, the Rights Certificates are transferable transferable, subject to Section 7(e) hereof, only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Ii-Vi Inc)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent Agent, if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate balance indicated in the book-entry account system of the transfer agent for the Common Stock of the Company or, in the case of uncertificated shares of Common Stockcertificated shares, the book-entry account evidencing record ownership of such sharesassociated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate balance indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, the Company associated Common Stock certificate, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree decree, or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Rights by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right Rights that:
(a) prior to the Distribution DateSeparation Time, the Rights each Right will be transferable only in connection with together with, and will be transferred by a transfer of, the transfer of shares of Common Stock (or book-entry account) of the Companyassociated Share;
(b) after the Distribution DateSeparation Time, the Rights Certificates are will be transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executedRegister as provided herein;
(c) subject prior to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name due presentment of a Rights Certificate (or, prior to the Distribution DateSeparation Time, the associated certificate Share registration) for Common Stock registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, in prior to the case of uncertificated shares of Common StockSeparation Time, the book-entry account evidencing record ownership of such sharesassociated Share registration) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary;
(d) Rights Beneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become null and void;
(e) this Agreement may be supplemented or amended from time to time in accordance with its terms;
(f) the Board of Directors shall have the exclusive power and authority delegated to it pursuant to Section 5.13; and
(dg) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company certificate or, in the case of uncertificated shares shares, the associated balance indicated in the book entry account system of the transfer agent for the Common Stock, the book-entry account evidencing record ownership of such shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock certificate or, in the case of uncertificated shares, the associated balance indicated in the book entry account system of the Company transfer agent for the Common Stock, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate balance indicated in the book-entry account system of the transfer agent for the Common Stock of the Company or, in the case of uncertificated shares of Common Stockcertificated shares, the book-entry account evidencing record ownership of such sharesassociated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate balance indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, the Company associated Common Stock certificate, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its commercially reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every --------------------------- holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the Company;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesCompany) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, -------- that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights shall be evidenced by, as applicable (i) the certificates for Common Stock registered in the names of the holders of Common Stock, or (ii) the Book-Entries representing shares of Common Stock registered in the names of the holders of Common Stock, and not by separate book-entries or Rights Certificates, and each Right will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company orcertificate, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesif any) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Cree Inc)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the Company;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. 4832-9196-6153v.2 . Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the CompanyShares;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executedfully completed;
(c) subject to Section 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company orShares or Book Entry Shares, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company Shares or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, Agent (subject to the last sentence of Section 7(e)) hereof, shall be required to will be affected by any notice to the contrary; and;
(d) notwithstanding anything to the contrary in this Agreement to the contraryPlan, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement Plan by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must will use its all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Plan may be supplemented or amended from time to time in accordance with Section 28.
Appears in 1 contract
Sources: Tax Benefit Preservation Plan (Aviat Networks, Inc.)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by Rights Certificates and will be transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the CompanyShares;
(b) after the Distribution Date, the Rights Certificates are will be transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms form of assignment set forth on the reverse side thereof and certificates the certificate contained therein duly completed and fully executed;
; (c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for the Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesShares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated the Common Shares certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, by ----------------------------- accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the Company;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesCompany) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its all reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Ibt Bancorp Inc)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior Prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after After the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent Company, if surrendered at the principal executive office of the Company, or, if a Rights Agent is appointed by the Company hereunder, only on the registry books of said Rights Agent, if surrendered at the principal shareholder services office or offices of the Rights Agent designated for such purposes, in either case duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject Subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent Agent, if any, may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificates) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the any Rights Agent) for all purposes whatsoever, and neither the Company nor any Rights Agent appointed by the Rights AgentCompany, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding Notwithstanding anything in this Agreement Plan to the contrary, neither the Company nor the any Rights Agent appointed by the Company shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement Plan by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, howeverHOWEVER, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection inconnection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, howeverHOWEVER, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, by accepting the sameRight, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are shall be transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executedexecuted accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated representing shares of Common StockStock or Book Entry Shares, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for representing shares of Common Stock of the Company or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, Agent (subject to the last sentence of Section 7(e)) hereof, shall be required to will be affected by any notice to the contrary; and;
(d) notwithstanding anything to the contrary in this Agreement to the contraryAgreement, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, it being understood that the Company must will use its all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Agreement may be supplemented or amended from time to time in accordance with Section 27.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of Common Stock (Ordinary Shares or book-entry account) of the CompanyADSs representing such Ordinary Shares;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Ordinary Shares certificate for Common Stock of the Company oror Book Entry Shares, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated Ordinary Shares certificate for Common Stock of the Company or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything to the contrary in this Agreement to the contraryAgreement, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must will use its all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possible.practicable;
Appears in 1 contract
Sources: Rights Agreement (ChinaCache International Holdings Ltd.)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) and the Right associated with each such share of Common Stock shall be automatically transferred upon the Companytransfer of each such share of Common Stock;
(b) after the Distribution Date, the Rights Certificates are transferable (subject to the provisions of this Agreement) only on the registry books of maintained by the Rights Agent if surrendered at the principal office or offices agency of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executedexecuted including but not limited to a form of certification accompanied by a Signature Guarantee;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, certificate (or Book Entry shares in the case of uncertificated shares respect of Common Stock, the book-entry account evidencing record ownership of such shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock certificate (or notices provided to holders of the Company Book Entry shares in respect of Common Stock) made by anyone any Person other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its the inability of the Company or the Rights Agent to perform any of its the Company’s or the Rights Agent’s obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authoritya governmental, regulatory or administrative agency or commission, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, such Right consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will shall be transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are shall be transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms form of assignment and certificates the certificate contained therein duly completed and executed;
(c) any restriction on transfer imposed or deemed to be imposed by this Agreement is valid and enforceable against the holder and any transferee of the holder in accordance with Section 13.1-649 of the Virginia Stock Corporation Act;
(d) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(de) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must shall use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possiblepracticable.
Appears in 1 contract
Sources: Rights Agreement (Shenandoah Telecommunications Co/Va/)
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executedexecuted and such other documentation as the Company or the Rights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, certificate (or book entry shares in the case of uncertificated shares respect of Common Stock, the book-entry account evidencing record ownership of such shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock certificate (or notices provided to holders of the Company book entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent Agent, nor any of their directors, officers, employees and agents, shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Zoetis Inc.)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the Company;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesCompany) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, however, that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, by accepting the samesuch Rights, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable (subject to the provisions of this Agreement) only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose the name of which a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, certificate (or book entry shares in the case of uncertificated shares respect of Common Stock, the book-entry account evidencing record ownership of such shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock certificate (or notices provided to holders of the Company book entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent Agent, nor any of their respective directors, officers, employees or agents, shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must shall use its reasonable best efforts to have any such injunction, order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Rights by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right Rights that:
(a) prior to the Distribution DateSeparation Time, the Rights each Right will be transferable only in connection with together with, and will be transferred by a transfer of, the transfer of shares associated share of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution DateSeparation Time, the Rights Certificates are will be transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executedRegister as provided herein;
(c) subject prior to Section 6(a) and Section 7(f) hereofdue presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Stock certificate or entry in the Book Entry account system of the transfer agent) for registration of transfer, the Company, the Rights Agent and any agent of the Company and or the Rights Agent may deem and treat the person in whose name a the Rights Certificate (or, prior to the Distribution DateSeparation Time, the associated certificate for Common Stock certificate or entry in the Book Entry account system of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharestransfer agent) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary;
(d) Rights beneficially owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become void;
(e) this Agreement may be supplemented or amended from time to time pursuant to Section 2.4(b) or Section 5.4 hereof; and
(df) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts in accordance with its fiduciary duties to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Usa Truck Inc)
Agreement of Rights Holders. Every Each holder of a RightRights, by accepting the same, consents and agrees with the Company and the Rights Agent and with every each other holder of a Right Rights that:
(a) prior to the Distribution DateSeparation Time, the Rights each Right will be transferable only in connection with together with, and will be transferred by a transfer of, the transfer of shares associated share of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution DateSeparation Time, the Rights Certificates are will be transferable only on the registry books Rights Register of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executed, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request;
(c) subject prior to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name due presentment of a Rights Certificate (or, prior to the Distribution DateSeparation Time, the associated certificate for Common Stock certificate or Common Stock registration, if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, in prior to the case of uncertificated shares of Common StockSeparation Time, the book-entry account evidencing record ownership of such sharesassociated Common Stock certificate or Common Stock registration, if uncertificated) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary;
(d) Rights Beneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become null and void;
(e) this Agreement may be supplemented or amended from time to time in accordance with its terms;
(f) the Board of Directors shall have the exclusive power and authority delegated to it pursuant to Section 5.13; and
(dg) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Stockholder Protection Rights Agreement (Jack in the Box Inc)
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company Partnership and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyUnits;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer Signature Guarantee and with such other documentation as the appropriate forms and certificates contained therein duly executedRights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company Partnership and the Rights Agent may deem and treat the person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated Units certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesor Book Entry Units) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated Units certificate for Common Stock of the Company or Book Entry Units made by anyone other than the Company Partnership or the Rights Agent) for all purposes whatsoever, and neither the Company Partnership nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company Partnership nor the Rights Agent shall have any liability to any holder of a Right or other Person (without limiting any of the Rights of the Rights Agent under Section 18) as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must Partnership shall use its commercially reasonable efforts to have any such injunction, order, decree decree, judgment or ruling lifted or otherwise otehrwise overturned as soon promptly as possiblepracticable.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will shall be evidenced by Book Entries representing, or the certificates for, Common Stock registered in the name of the holders of Common Stock, which Book Entries representing, or certificates for, Common Stock, shall also constitute certificates for Rights, and not by separate Rights Certificates, and each Right shall be transferable only in connection simultaneously and together with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Book Entry representing, or certificate for Common Stock of the Company orfor, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and;
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible; and
(e) Rights that become Beneficially Owned by the Persons specified in Section 7(e) hereof are automatically null and void pursuant to that Section.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) any restriction on transfer deemed to be imposed by this Agreement is valid and enforceable against the holder and any transferee of the holder in accordance with Section 1529 of the Pennsylvania Business Corporation Law of 1988, as amended, or any successor provision; and
(d) subject to Section 6(a) and Section 7(f) hereof, the Company Corporation and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding . Notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company Corporation must use its all reasonable efforts to have any such injunction, order, judgment decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by Rights Certificates and will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are will be transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated designated, pursuant to Section 26, for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms form of assignment set forth on the reverse side thereof and certificates the certificate contained therein duly completed and fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, Agent shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling ruling, whether interlocutory or final, issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every registered holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other registered holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares Common Stock, and the Rights will be evidenced by the balances indicated in the book entry account system of the transfer agent of the Common Stock registered in the names of the holders of Common Stock (or book-entry account) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the Companyholders of the Common Stock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executed, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for a Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate or Book Entry Share) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent Agent, nor any of their directors, officers, employees and agents, shall have any liability to any registered holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory regulatory, or administrative agency or commission, or by reason of any statute, rule, regulation regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such injunction, order, decree judgment, decree, or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that it accepts the terms and conditions of this Agreement and the Rights Certificates and, without limiting the generality of the foregoing, that:
(a) prior to the Distribution Date, the Rights will not be evidenced by Rights Certificates and will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyStock;
(b) after the Distribution Date, the Rights Certificates are will be transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms form of assignment set forth on the reverse side thereof and certificates the certificate contained therein duly completed and fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Sources: Rights Agreement (Southdown Inc)
Agreement of Rights Holders. Every holder of a Right, Right or a beneficial interest in a Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other such holder of a Right that:
(a) prior to the Distribution Date, beneficial interests in the Rights will be transferable only in connection with the transfer of shares of Common Stock (or book-entry account) of the CompanyShares;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesShare certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated Common Share certificate for Common Stock of the Company made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.. ____________________________________________________________________________________________________________________________________
Appears in 1 contract
Agreement of Rights Holders. Every registered holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other registered holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares Common Stock, and the Rights will be evidenced by the balances indicated in the book entry account system of the transfer agent of the Common Stock registered in the names of the holders of Common Stock (or book-entry account) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the Companyholders of the Common Stock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein duly executedexecuted along with a signature guarantee;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated certificate for a Common Stock of the Company or, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharescertificate or Book Entry Share) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent Agent, nor any of their directors, officers, employees and agents, shall have any liability to any registered holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory regulatory, or administrative agency or commission, or by reason of any statute, rule, regulation regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such injunction, order, decree judgment, decree, or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of shares of the Common Stock (or book-entry account) of the CompanyShares;
(b) on and after the Distribution Date, the Rights Certificates are transferable only on the registry transfer books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposespurpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates contained therein properly completed and duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof), the Company and the Rights Agent may deem and treat the person Person in whose name a the Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock of the Company orShares or Book Entry Shares, in the case of uncertificated shares of Common Stock, the book-entry account evidencing record ownership of such sharesas applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate Certificates or the associated certificate for Common Stock of the Company Shares or Book Entry Shares, as applicable, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, Agent (subject to the last sentence of Section 7(e)) hereof, shall be required to will be affected by any notice to the contrary; and;
(d) notwithstanding anything to the contrary in this Agreement to the contraryPlan, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right (or a beneficial interest in a Right) or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its their respective obligations under pursuant to this Agreement Plan by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must will use its reasonable best efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable;
(e) Rights that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and
(f) this Plan may be supplemented or amended from time to time in accordance with Section 26.
Appears in 1 contract