Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of certain events as provided in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no charge. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution of the Board, at a redemption price of $.0001 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 4 contracts
Sources: Rights Agreement (Jp Realty Inc), Rights Agreement (Jp Realty Inc), Rights Agreement (Mim Corp)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, 199__. ATTEST: TRANSACT TECHNOLOGIES INCORPORATED By: ___________________________ By: __________________________ Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: _____________________________ Name: Title: FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_____________________________ ________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________ __, 199__ _________________________ Signature Signature Guaranteed:
Appears in 4 contracts
Sources: Rights Agreement (Transact Technologies Inc), Rights Agreement (Transact Technologies Inc), Rights Agreement (Transact Technologies Inc)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 3 contracts
Sources: Rights Agreement (Mpower Communications Corp), Rights Agreement (Mpower Communications Corp), Rights Agreement (Mpower Holding Corp)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 0.0001 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______ __, ____.
Appears in 2 contracts
Sources: Rights Agreement (Winstar Communications Inc), Rights Agreement (Winstar Communications Inc)
Event. The number of As provided in the Rights evidenced by this Rights Certificate (Agreement, the Exercise Price and the number of Units shares of Preferred Stock or other securities which may be purchased upon the exercise thereof) set forth above, and of the Purchase Price set forth above, Rights evidenced by this Right Certificate are subject to modification and adjustment upon the occurrence happening of certain events as provided in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreementevents. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights Certificatesunder the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available from the Company upon written request and at no chargeto the Company or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Preferred Stock as the aggregate number of Rights evidenced by the Rights Right Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11.1.2 of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or Preferred Stock at an exchange ratio (subject to adjustment) of one share of Common Stock or one one-thousandth of a share of Preferred Stock per Right. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Board of Directors of the Company at its option, by resolution of the Board, option at a redemption price of $.0001 0.001 per Right, Right (payable at the Company's option in cash, common stock of the Company Common Stock or other consideration, subject consideration deemed appropriate by the Board of Directors). The Company is not obligated to adjustment in certain events as provided in the Rights Agreement. No issue fractional Units will be issued shares of stock upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, but which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock, Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Corporate Seal
Appears in 2 contracts
Sources: Shareholders' Rights Agreement (Tweeter Home Entertainment Group Inc), Shareholders' Rights Agreement (Sohu Com Inc)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or to receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 0.01 per Right, payable at the Company's ’s option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 2 contracts
Sources: Rights Agreement (Navigant International Inc), Rights Agreement (Navigant International Inc)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed terminated all and not in part by the Company, Company under certain circumstances at its option, by resolution of the Board, at a redemption price of $.0001 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject without any payment to adjustment in certain events as provided in the Rights Agreementany holder thereof. No fractional Units shares of Junior Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Junior Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Junior Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________ , ____. ATTEST: GEORGIA-PACIFIC CORPORATION By By ------------------------------- ----------------------------------- Name: Name: Title: Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent By ------------------------------- Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within-named Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , -------------- ---- ---------------------------------------- Signature Signature Guaranteed:
Appears in 2 contracts
Sources: Rights Agreement (Georgia Pacific Corp), Rights Agreement (Georgia Pacific Corp)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or to receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of July 10, 2003.
Appears in 2 contracts
Sources: Rights Agreement (Mpower Holding Corp), Rights Agreement (Mpower Holding Corp)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 199 /200 . ATTEST: BURLINGTON INDUSTRIES, INC. By ______________________________ By ______________________________ Name: Name: Title: Title: Countersigned: WACHOVIA BANK, N.A., as Rights Agent By ______________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ______________________________ hereby sells, assigns and transfers unto ____________ ____________________________________________________________ (Please print name and address of transferee) ____________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 199 /200 ---------------------- Signature Signature Guaranteed:
Appears in 2 contracts
Sources: Rights Agreement (Burlington Industries Inc /De/), Rights Agreement (Burlington Industries Inc /De/)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Rights Agent or the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ____. ATTEST: ONEIDA LTD. By: ______________________ By:________________________ Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By: _____________________________ Authorized Signature (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, ____ _________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Oneida LTD), Rights Agreement (Oneida LTD)
Event. The number of Rights evidenced by this Rights Certificate THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (and the number of Units which may be purchased upon exercise thereofAND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) set forth aboveSET FORTH ABOVE, and the Purchase Price set forth aboveAND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, are subject to modification and adjustment upon the occurrence of certain events as provided in the Rights AgreementARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the BoardContinuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0001 .0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Company Common Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Bisys Group Inc), Rights Agreement (Bisys Group Inc)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .001 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____ __, 199_/200_. ATTEST: INTELLIGENT ELECTRONICS, INC. By _________________________ By ______________________________ Name: Name: Title: Title: Countersigned: CHEMICAL MELLON SHAREHOLDER SERVICES L.L.C., as Rights Agent By_________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED _______________________ hereby sells, assigns and transfers unto _____________________________________________ ________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________, this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ __, 199_/200_ ______________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the 2 40 holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.to
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of certain events as provided in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under certain circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are available from the Company upon written request and at no chargeto the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preference Shares as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution of the Board, Company at a redemption price of $.0001 .001 per Right, payable Right at any time prior to the Company's option in cash, common stock close of business on the Company or other consideration, subject to adjustment in certain events as provided in tenth day following the Rights AgreementShares Acquisition Date. No fractional Units will Preference Shares shall be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-hundredth of a Preference Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock the Preference Shares or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any a meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated: _____________, _________ ATTEST: NUCO2 INC. By________________________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By__________________________ Authorized Officer Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfers unto _________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________ ------------------------------ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Nuco2 Inc /Fl)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .001 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be he entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ___, 20__.
Appears in 1 contract
Sources: Rights Agreement (Interdigital Communications Corp)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Rights Agent or the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, __. ATTEST: ONEIDA LTD. By: By: --------------------------------- ------------------------------------ Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By: --------------------------------- Authorized Signature (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto ______________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, __ ---------------------------------------- Signature Signature Guaranteed: 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Oneida LTD)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 0.01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. 50 3 No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________, [199__] [200__].
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Right Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered. If this Rights Right Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 0.01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units will Preferred Shares are required to be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-twentieth of a Unit which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company has reserved the right to require prior to the occurrence of a Section 11(a)(ii) Event or a Section 13 Event that Rights be exercised so that only whole Preferred Shares are issued. Other than those provisions relating to the Redemption Price or the number of Units for which a Right is exercisable, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company in any respect whatsoever up until the Distribution Date, and thereafter in certain respects which do not adversely affect the interests of holders of Right Certificates (other than an Acquiring Person or its Affiliates or Associates). No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ___, 20__. ATTEST: THE REYNOLDS AND REYNOLDS COMPANY By: By: ------------------------------ --------------------------------- Name: Name: Title: Title: MELLON INVESTOR SERVICES LLC, as Rights Agent By: ------------------------------ Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________________ hereby sells, assigns and transfers unto: -------------------------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ ___, 20__ ----------------------------------- Signature Signature Medallion Guaranteed:
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________ ___, 199_/200_. ATTEST: ▇▇▇▇▇▇▇ ASSOCIATES, INC. By: _________________________ By: ______________________ Name: Name: Title: Title: Countersigned: ▇▇▇▇▇▇ TRUST AND SAVINGS BANK as Rights Agent By: ________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfers unto _________________________________________________ ---------------------------------------------------------------- (Please print name and address of transferee) ---------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ __, 199_/200_ ---------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase shares of capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company Rights Agent and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .001 per Right, payable at the Company's option in cash, common stock of the Company cash or other considerationin Common Stock, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock (other than fractions which are integral multiples of one hundredth of a share of Preferred Stock) will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company. Dated as of ---------- ------, -----.
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase shares of capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company Rights Agent and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .001 per Right, payable at the Company's option in cash, common stock of the Company cash or other considerationin Common Stock, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Series One Preferred Stock (other than fractions which are integral multiples of one hundredth of a share of Series One Preferred Stock) will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series One Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the signature of the proper officers of the Company. Dated as of ________ __, _______. ATTEST: SIGNATURE INNS, INC. ____________________________ By:_________________________________ Title:______________________ Title:______________________________ Countersigned: ____________________________ By _________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfers unto_______________________________________________ (Please print name and address of transferee) ______________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________________, [____]. ------------------------------------------ Signature Signature Guaranteed: 52
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or to receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 US$0.0001 per Right, payable at the Company's option in cash, cash or in common stock shares of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementAgreement and such holder shall have been entered in the register of members of the Company. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of July [ __ ] 2001. ATTEST: ▇▇▇▇▇ LIMITED By:___________________________ By:___________________________ Name: Name: Title: Title: Countersigned: MELLON INVESTOR SERVICES LLC, as Rights Agent By:____________________________ Name: Title: [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights.) FOR VALUE RECEIVED _______________________________________________ hereby sells, assigns and transfers unto __________________________________________ (Please print name and address of transferee) __________________________________________ the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , Attorney, to transfer the said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________ __, 200_ --------------------------- Signature Signature Guaranteed:
Appears in 1 contract
Sources: Rights Agreement (Bunge LTD)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of________________________________ , 200_.
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and 65 immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Junior Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one-hundredth of a share of Junior Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Junior Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, such any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to 66 any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate Certificates shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ,19____.
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be he entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ___, 199_/200_. ATTEST: ▇▇▇▇▇▇▇ ASSOCIATES, INC. By: By: ----------------------------------- ------------------------------- Name: Name: Title: Title: Countersigned: ▇▇▇▇▇▇ TRUST AND SAVINGS BANK as Rights Agent By: ----------------------------------- Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED _________________________________ hereby sells, assigns and transfers unto ________________________________________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:_____________ __, 199_/200_ ___________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be he entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ___, 199_/200_. ATTEST: INTERDIGITAL COMMUNICATIONS CORPORATION By: ______________________________ By: _____________________ Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY as Rights Agent By: ______________________________ Name: Title: Page 42 of 55 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ------------------- ---------------------------------------------------------------- (Please print name and address of transferee) ---------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 199 /200 --------- -- - - ---------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Interdigital Communications Corp)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be he entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________ ___, 199_/200_. ATTEST: ▇▇▇▇▇▇▇ ASSOCIATES, INC. By: By: __________________________________ ________________________________ Name: Name: Title: Title: Countersigned: ▇▇▇▇▇▇ TRUST AND SAVINGS BANK as Rights Agent By:__________________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto ______________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ __, 199_/200_ ___________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or to receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 0.01 per Right, payable at the Company's ’s option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Units or Preferred Stock (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock) will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ ___, 20__. ATTEST: WEBMD HEALTH CORP. By: By: Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent By: Name: Title: FOR VALUE RECEIVED hereby sells, assigns and transfers unto (please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Medallion Guaranteed: Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, which is a member of a recognized Medallion Signature Guarantee Program
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Right Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered. If this Rights Right Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 0.01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units will Preferred Shares are required to be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-twentieth of a Unit which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company has reserved the right to require prior to the occurrence of a Section 11(a)(ii) Event or a Section 13 Event that Rights be exercised so that only whole Preferred Shares are issued. Other than those provisions relating to the Redemption Price or the number of Units for which a Right is exercisable, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company in any respect whatsoever up until the Distribution Date, and thereafter in certain respects which do not adversely affect the interests of holders of Right Certificates (other than an Acquiring Person or its Affiliates or Associates). No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ___, 20__. ATTEST: THE ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇ COMPANY By: By: -------------------------------- ---------------------------- Name: Name: Title: Title: ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A., as Rights Agent By: -------------------------------- Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto: -------------------------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ ___, 20__ ---------------------------- Signature Signature Medallion Guaranteed:
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Rights Agent or the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, __. ATTEST: ONEIDA LTD.
Appears in 1 contract
Sources: Rights Agreement (Oneida LTD)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officer of the Company and its corporate seal. Dated as of__________, 199__. ACC CORP.
Appears in 1 contract
Sources: Rights Agreement (Acc Corp)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 0.01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________. ATTEST: FIRST ▇▇▇▇ BANCORP, INC. By _______________________ By _________________________ Name: Name: Title: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY, as Rights Agent By _________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, 199__. ATTEST: TRANSACT TECHNOLOGIES INCORPORATED By: ___________________________ By: __________________________ Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: _____________________________ Name: Title: -3- 47 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________ __, 199__ _________________________________ Signature Signature Guaranteed:
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be he entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ___, 199_/200_. ATTEST: INTERDIGITAL COMMUNICATIONS CORPORATION By: ______________________________ By: _________________________ Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY as Rights Agent By: ______________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED hereby sells, assigns and transfers unto -------------------- ---------------------------------------------------------------- (Please print name and address of transferee) ---------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ __, 199_/200_ ______________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Interdigital Communications Corp)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .001 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of -------- --, 1996.
Appears in 1 contract
Event. The number of As provided in the Rights evidenced by this Rights Certificate (Agreement, the Exercise Price and the number of Units shares of Preferred Stock or other securities which may be purchased upon the exercise thereof) set forth above, and of the Purchase Price set forth above, Rights evidenced by this Right Certificate are subject to modification and adjustment upon the occurrence happening of certain events as provided in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreementevents. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights Certificatesunder the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available from the Company upon written request and at no chargeto the Company or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Preferred Stock as the aggregate number of Rights evidenced by the Rights Right Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11.1.2 of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or Preferred Stock at an exchange ratio (subject to adjustment) of one share of Common Stock or one one-thousandth of a share of Preferred Stock per Right. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Board of Directors of the Company at its option, by resolution of the Board, option at a redemption price of $.0001 0.001 per Right, Right (payable at the Company's option in cash, common stock of the Company Common Stock or other consideration, subject consideration deemed appropriate by the Board of Directors). The Company is not obligated to adjustment in certain events as provided in the Rights Agreement. No issue fractional Units will be issued shares of stock upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, but which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock, Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Corporate Seal ▇▇▇▇.▇▇▇ INC. COUNTERSIGNED: By:_________________________ Name: Title: By:_________________________ Authorized Signatory Attest: Date of countersignature:_________ ____________________________ Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as Attorney, to transfer the within Right Certificate on the books of the within- named Company, with full power of substitution. Dated: Signature:___________________________ Printed name:________________________ Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Form 8 A
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be he entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____ __, 199_/200_.
Appears in 1 contract
Sources: Rights Agreement (Mothers Work Inc)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or to receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ----------------- ---- ---------.
Appears in 1 contract
Sources: Rights Agreement (Pg&e Corp)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than 42 the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be (i) redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, common stock of the cash or in Company or other considerationCommon Stock, subject to adjustment in certain events as provided in the Rights Agreement, or (ii) exchanged by the Company at its option for shares of Company Common Stock (or, in certain circumstances, Common Stock Equivalents), as provided in the Rights Agreement. No fractional Units shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereof, but a cash payment will be made as provided in lieu thereof the Rights Agreement. No Rights may be exercised that would entitle the holders to any fraction of a share of Company Common Stock unless concurrently therewith such holder purchases an additional fraction of a share of Company Common Stock which, when added to the number of shares of Company Common Stock to be received upon such exercise, equals a whole number of shares of Company Common Stock, as provided in the Rights Agreement. If such holder does not purchase such additional fraction of a share of Company Common Stock, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Company Common Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated: ____________ ___, 199_/200_. ATTEST: STEEL OF WEST VIRGINIA, INC. By:______________________________ By:_____________________________ Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent By:______________________________ Authorized Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfers unto ____________ ________________________________________________________________________________ (Please print name of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ as Attorney-in-fact, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ __, 199_/200_ ____________________________ Signature Signature Guaranteed:
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ________________________. ATTEST: SERVICE MERCHANDISE COMPANY, INC. _______________________________ By:______________________________________ Title: ________________________ Title: __________________________________ Countersigned: HARR▇▇ ▇▇▇ST AND SAVINGS BANK By___________________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ______________________________________________hereby sells, assigns and transfers unto __________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________. ___________________________________ Signature Signature Guaranteed:
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of certain events as provided in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under certain circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are available from the Company upon written request and at no chargeto the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preference Shares as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution of the Board, Company at a redemption price of $.0001 0.0001 per Right, payable Right at any time prior to the Company's option in cash, common stock close of business on the Company or other consideration, subject to adjustment in certain events as provided in tenth day following the Rights AgreementShares Acquisition Date. No fractional Units will Preference Shares shall be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-hundredth of a Preference Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock the Preference Shares or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any a meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated: , . ATTEST: CEPTOR CORPORATION By Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY Authorized Officer FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfers unto ___________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________________ Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (CepTor CORP)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or to receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of, ----------------- ---- ---------.
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 0.001 per Right, payable at the Company's option in cashcash or in common stock, common stock no par value per share of the Company or other consideration(the "Company Common Stock"), subject to adjustment in certain events as provided in the Rights AgreementAgreement or (ii) may be exchanged in whole or in part for shares of Company Common Stock. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of -----------------------------.
Appears in 1 contract
Sources: Rights Agreement (O Charleys Inc)
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be he entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ___, 199_/200_. ATTEST: ▇▇▇▇▇▇▇ ASSOCIATES, INC. By: ________________________ By: _____________________ Name: Name: Title: Title: Countersigned: ▇▇▇▇▇▇ TRUST AND SAVINGS BANK as Rights Agent By: ________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfers unto _______________________________________________________________ ------------------------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------------------------ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ __, 199_/200_ ---------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______ __, 199_/200_.
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Event. The number of Rights evidenced by this Rights Certificate (and the number of Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are subject to modification and adjustment upon the occurrence of In certain events as provided circumstances described in the Rights Agreement. In certain circumstances, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of or the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request and at no chargerequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution of the Board, option at a redemption price of $.0001 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Rights Agreement. No fractional Units shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, 199 . ATTEST: J▇▇. A. BANK CLOTHIERS, INC. By _______________________ By __________________________ Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent By _______________________ Authorized Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________, 199_ ___________________________ Signature Signature Guaranteed:
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