Appears in 2 contracts

Sources: Rights Agreement (Westar Energy Inc /Ks), Rights Agreement (Westar Industries Inc)

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 Right Certificate on the books of ~~the within-named Corporation~~FIDELITY BANCORP, INC., with full power of substitution. Dated: _____________________, ~~2003 ----------------------------------------------~~ [200_] ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial ~~bank, savings association, credit union~~ bank or trust company having an office or correspondent in the United ~~States or other eligible guarantor institution which is a participant in a signature guarantee medallion program~~States. ------------------------------------------------------------------------------- The undersigned hereby certifies that ~~(1)~~ the Rights evidenced by this Right Certificate are not ~~being sold, assigned or transferred~~ beneficially owned by ~~or on behalf of a Person who is or was~~ an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement.) --------------------------------- Signature By ____________________ Authorized Signature Form of Reverse Side of Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: FIDELITY BANCORP, INC. The undersigned hereby irrevocably elects to exercise ______________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (2Please print name and address) ~~after due inquiry~~ -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and ~~to the best knowledge~~ delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________,[200_] ---------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the ~~undersigned~~National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- ▇▇▇▇▇ -------------------------------------------------------------------------------- The undersigned ~~did not acquire~~ hereby certifies that the Rights evidenced by this Right Certificate ~~from any Person who is or was~~ are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). ~~----------------------------------------------~~ ---------------------------------- Signature ~~FORM~~ ------------------------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, FIDELITY BANCORP, INC. and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C --------- SUMMARY OF ~~REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION~~ RIGHTS TO PURCHASE PREFERRED SHARES On March 18, 2003, the Board of Directors of FIDELITY BANCORP, INC. (~~To be executed by~~ the "Company") declared a dividend of one Preferred Share Purchase Right (a "Right") for each outstanding share of common stock, no par value per share (the "Common Shares"), of the Company. The dividend is payable on March 31, 2003 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of the Company's Junior Participating Preferred Stock, Series A, no par value per share ("Preferred Shares") at a price of $60 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and REGISTRAR AND TRANSFER COMPANY, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Shares or more than such person or group held on March 31, 2003 if such person or group held 15% or more of the outstanding Common Shares on such date or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Shares or more than such person or group held on March 31, 2003 if such person or group held 15% or more of the outstanding Common Shares on such date (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 18, 2013 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each holder ~~desires~~ of a Preferred Share will be entitled to a minimum preferential quarterly dividend payment equal to the greater of $1 per share or 100 times the dividend declared per Common Share. In the event of liquidation, each holder of a Preferred Share will be entitled to a payment of $100 per share provided that such holders shall be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend and liquidation rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the long term value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share or one one-hundredth of a Preferred Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one- hundredth of a Preferred Share and which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights ~~represented~~ will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right ~~Certificate~~is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.)

Appears in 2 contracts

Sources: Rights Agreement (Fidelity Bancorp Inc), Rights Agreement (Fidelity Bancorp Inc)

Appears in 2 contracts

Sources: Rights Agreement (Washington Mutual Inc), Rights Agreement (Washington Mutual Inc)

Appears in 1 contract

Sources: Rights Agreement (Gpu Inc /Pa/)

Appears in 1 contract

Sources: Rights Agreement (Crown Central Petroleum Corp /Md/)

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 Right Certificate on the books of the within-named ~~Corporation~~Company, with full power of substitution. Dated: , ~~2003 ----------------------------------------------~~ ---------------- ---- --------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial ~~bank, savings association, credit union~~ bank or trust company having an office or correspondent in the United ~~States or other eligible guarantor institution which is a participant in a signature guarantee medallion program~~States. -------------------------------------------------------------------------------- The undersigned hereby certifies that ~~(1)~~ the Rights evidenced by this Right Certificate are not ~~being sold, assigned or transferred~~ beneficially owned by ~~or on behalf of a Person who is or was~~ an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). -------------------------------------------- Signature -------------------------------------------------------------------------------- 60 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To SHOLODGE, INC. The undersigned hereby irrevocably elects to exercise ____________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (2Please print name and address) ~~after due inquiry and to the best knowledge~~ -------------------------------------------------------------------------------- Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the ~~undersigned~~National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned ~~did not acquire~~ hereby certifies that the Rights evidenced by this Right Certificate ~~from any Person who is or was~~ are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). ~~----------------------------------------------~~ -------------------------------------------- Signature ~~FORM~~ 61 NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C SUMMARY OF ~~REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION~~ RIGHTS TO PURCHASE PREFERRED SHARES The board of directors of ShoLodge, Inc. (~~To be executed by~~ the "Company") has declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, no par value (the "Common Shares"), of the Company. The dividend is payable on July 15, 1997 (the "Record Date"), to the shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of the Company's Series A Subordinated Preferred Stock ("Preferred Share") at a price of $60.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and SunTrust Bank, Atlanta, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding Common Shares without the prior approval of the board of directors, including a majority of "Continuing Directors," as that term is defined in the Rights Agreement, or (ii) 10 business days (or such later date as may be determined by action of the board of directors before such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on July 15, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, before the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to an aggregate dividend of the greater of (i) 100 times the dividend declared per Common Share and (ii) a cumulative quarterly dividend of $1.00. In the event of liquidation, the holders of the Preferred Shares will be entitled to receive, in preference to shares of all junior classes of the Company's stock, the greater of (i) $1.00 per share and (ii) an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. If the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will from the date of the first public announcement of the Acquiring Person's acquisition have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right or, if there is an insufficient number of authorized and unissued Common Shares to allow the full exercise of the Rights, a package of other securities or property of the Company and/or cash which the board of directors determines with the advice of an investment banking firm to be equivalent to such ~~holder desires~~ number of Common Shares. At any time after any Person becomes an Acquiring Person and before the acquisition by such person or group of 50% or more of the outstanding Common Shares, the board of directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day before the date of exercise. At any time before the close of business ten days after the date of the first public announcement of the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the board of directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"), payable in cash or in shares of the Company's stock. If, however, there is an Acquiring Person at the time, a majority of Continuing Directors must concur in the redemption of the Rights. The redemption of the Rights may be made effective at such time on such basis with such conditions as the board of directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights ~~represented~~ will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the ~~Right Certificate~~board of directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% plus the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as there is an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.)

Appears in 1 contract

Sources: Rights Agreement (Sholodge Inc)

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 Right Certificate on the books of the within-named ~~Corporation~~Company, with full power of substitution. Dated: ----------------, ~~2003 ----------------------------------------------~~ ---- --------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial ~~bank, savings association, credit union~~ bank or trust company having an office or correspondent in the United ~~States or other eligible guarantor institution which is a participant in a signature guarantee medallion program~~States. ----------------------------------------------------------------------------- The undersigned hereby certifies that ~~(1)~~ the Rights evidenced by this Right Certificate are not ~~being sold, assigned or transferred~~ beneficially owned by ~~or on behalf of a Person who is or was~~ an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). --------------------------------- Signature ----------------------------------------------------------------------------- A-4 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: THE ▇▇▇▇▇▇-▇▇▇▇ COMPANIES, INC. The undersigned hereby irrevocably elects to exercise --------------- Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and ~~(2) after due inquiry~~ requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and ~~to the best knowledge~~ delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ Dated: --------------, ---- --------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the ~~undersigned~~National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ----------------------------------------------------------------------------- The undersigned ~~did not acquire~~ hereby certifies that the Rights evidenced by this Right Certificate ~~from any Person who is or was~~ are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). ~~----------------------------------------------~~ ------------------------------ Signature ~~FORM~~ ----------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B --------- SUMMARY OF ~~REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION~~ RIGHTS TO PURCHASE PREFERRED SHARES On July 29, 1998, the Board of Directors of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (~~To be executed by~~ the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.00 per share (the "Common Shares"), of the Company. The dividend is payable on August 14, 1998 (the "Record Date") to the shareholders of record on that date. Each Right entitles the registered holder if to purchase from the Company one two-hundredth of a share of Series A Preferred Stock, par value $1.00 per share (the "Preferred Shares"), of the Company at a price of $300 per one two-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on August 14, 2008 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one two-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $25 per share but will be entitled to an aggregate dividend of 200 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 200 times the payment made per Common Share. Each Preferred Share will have 200 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 200 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one two-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder ~~desires~~ of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one two-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.005 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights ~~represented~~ will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the ~~Right Certificate~~Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.)

Appears in 1 contract

Sources: Rights Agreement (McGraw-Hill Companies Inc)

Appears in 1 contract

Sources: Rights Agreement (Reckson Operating Partnership Lp)

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 ----------------------- Right Certificate on the books of the within-named ~~Corporation~~Company, with full power of substitution. Dated: , ~~2003 ----------------------------------------------~~ 19 ---------------------- -- ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial ~~bank, savings association, credit union~~ bank or trust company having an office or correspondent in the United ~~States or other eligible guarantor institution which is a participant in a signature guarantee medallion program~~States. ----------------------------------------------------------------- The undersigned hereby certifies that ~~(1)~~ the Rights evidenced by this Right Certificate are not ~~being sold, assigned or transferred~~ beneficially owned by ~~or on behalf of a Person who is or was~~ an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). ------------------------------ Signature ----------------------------------------------------------------- B-4 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ----------------------------- (To be executed if holder desires to exercise the Right Certificate.) To PHILLIPS PETROLEUM COMPANY The undersi▇▇▇▇ ▇▇▇eby irrevocably elects to exercise Rights represented by this ----------------------------- Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ----------------------------------------------------------------- (2Please print name and address) ~~after due inquiry~~ ----------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and ~~to the best knowledge~~ delivered to: Please insert social security or other identifying number ----------------------------------------------------------------- (Please print name and address) ----------------------------------------------------------------- Dated: , 19 ----------------- -- ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the ~~undersigned~~National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ----------------------------------------------------------------- The undersigned ~~did not acquire~~ hereby certifies that the Rights evidenced by this Right Certificate ~~from any Person who is or was~~ are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). ~~----------------------------------------------~~ ------------------------------ Signature ~~FORM~~ ----------------------------------------------------------------- NOTICE ------ The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will be honored. Exhibit C --------- SUMMARY OF ~~REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION~~ RIGHTS TO PURCHASE PREFERRED SHARES On July 10, 1989, the Board of Directors of PHILLIPS PETROLEUM COMPANY (~~To be executed by~~ the "Company") declared a ▇▇▇▇▇▇▇d of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.25 per share (the "Common Shares"), of the Company. The dividend is payable on July 31, 1989 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Shares"), of the Company at a price of $75.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Manufacturers Hanover Trust Company, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of such outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer o the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on July 31, 1999 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in an such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that (i) any person becomes an Acquiring Person (unless such person first acquires 20% or more of the outstanding Common Shares by a purchase pursuant to a tender offer for all of the Common Shares for cash, which purchase increases such person's beneficial ownership to 85% or more of the outstanding Common Shares) or (ii) during such time as there is an Acquiring Person, there shall be a reclassification of securities or a recapitalization or reorganization of the Company or other transaction or series of transactions involving the Company which has the effect of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries beneficially owned by the Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.0l per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. In addition, if a bidder who does not beneficially own more than 1% of the Common Shares (and who has not within the past year owned in excess of 1% of the Common Shares and, at a time he held such ~~holder desires~~ greater than 1% stake, disclosed, or caused the disclosure of, an intention which relates to or would result in the acquisition or influence of control of the Company) proposes to acquire all of the Common Shares (and all other shares of capital stock of the Company entitled to vote with the Common Shares in the election of directors or on mergers, consolidations, sales of all or substantially all of the Company's assets, liquidations, dissolutions or windings up) for cash at a price which a nationally recognized investment banker selected by such bidder states in writing is fair, and such bidder has obtained written financing commitments (or otherwise has financing) and complies with certain procedural requirements, then the Company, upon the request of the bidder, will hold a special stockholders meeting to vote on a resolution requesting the Board of Directors to accept the bidder's proposal. If a majority of the outstanding shares entitled to vote on the proposal vote in favor of such resolution, then for a period of 60 days after such meeting the Rights will be automatically redeemed at the Redemption Price immediately prior to the consummation of any tender offer for all of such shares at a price per share in cash equal to or greater than the price offered by such bidder; provided, however, -------- ------- that no redemption will be permitted or required after the acquisition by any person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares. Immediately upon any redemption of the Rights, the right to exercise the Rights ~~represented~~ will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower the threshold for exercisability of the Rights from 20% to not less than the greater of (i) the least percentage greater than the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right ~~Certificate~~is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated July , 1989. A copy -- of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.)

Appears in 1 contract

Sources: Rights Agreement (Phillips Petroleum Co)

Appears in 1 contract

Sources: Rights Agreement (Polaris Industries Inc/Mn)

FOR VALUE RECEIVED. hereby sells, assigns and transfers unto --------------------------------------- ~~--------------------------------------------------------------------------------~~ ------------------------------------------------------------------------------- (Please print name and address of transferee) ~~--------------------------------------------------------------------------------~~ ------------------------------------------------------------------------------- Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ~~Attorney,~~ ________________________ Attorney to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ____________ ___, ~~2003 ----------------------------------------------~~ _____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. Certificate ----------- The undersigned hereby certifies ~~that~~ by checking the appropriate boxes that: (1) ~~the Rights evidenced by~~ this Right Certificate ~~are~~ [ ] is [ ] is not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Associate or an Affiliate ~~or Associate~~ thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best knowledge of the undersigned, ~~the undersigned~~ it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is is, was or ~~was~~ subsequently became an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ~~----------------------------------------------~~ Dated: __________ ___, _____ ------------------------------ Signature ~~FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED~~ NOTICE ------ The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed ~~by the~~ if registered ~~holder if such~~ holder desires to exercise ~~Rights represented by~~ the Right Certificate.)

Appears in 1 contract

Sources: Rights Agreement (Guilford Mills Inc)

FOR VALUE RECEIVED. hereby sells, assigns and transfers ~~unto --------------------------------------- --------------------------------------------------------------------------------~~ 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 Right Certificate on the books of the within-named ~~Corporation~~Company, with full power of substitution. Dated: ____________, ~~2003 ----------------------------------------------~~ _____ --------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. ------------------------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person ~~or an Affiliate or Associate~~ thereof (as such terms are defined in the Shareholder Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was or subsequently became an Acquiring ~~Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)~~Person. ~~----------------------------------------------~~ --------------------------- Signature ~~FORM OF REVERSE SIDE OF RIGHT CERTIFICATE~~ -5- Form of Reverse Side of Right Certificate -- ~~CONTINUED~~ continued ------------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE (~~To be~~ Tobe executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate.)

Appears in 1 contract

Sources: Shareholder Rights Agreement (Burlington Resources Inc)

FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ~~--------------------------------------- --------------------------------------------------------------------------------~~ ---------------------------------------- (Please print ~~name~~ name, address and ~~address~~ taxpayer identification number or social security number (as applicable) 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 Right Certificate on the books of the within-named ~~Corporation~~Company, with full power of substitution. Dated: ~~, 2003 ----------------------------------------------~~ -------------------------- Signature ------------------------------ Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial ~~bank, savings association, credit union~~ bank or trust company having an office or correspondent in the United ~~States or other eligible guarantor institution which is a participant in a signature guarantee medallion program~~States. The undersigned hereby certifies that ~~(1)~~ the Rights evidenced by this Right Certificate are not ~~being sold, assigned or transferred~~ beneficially owned by ~~or on behalf of a Person who is or was~~ an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). Signature B-5 76 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: AMRESCO CAPITAL TRUST The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the securities issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: Please insert social security or other identifying number (2Please print name and address) ~~after due inquiry~~ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) The undersigned elects to ~~the best knowledge~~ purchase (check one) _______ Preferred Shares or ______ Common Shares of the ~~undersigned~~Company. Dated:__________, ____ ------------------------------------ Signature B-6 77 Form of Reverse Side of Right Certificate -- continued Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned ~~did not acquire~~ hereby certifies that the Rights evidenced by this Right Certificate ~~from any Person who is or was~~ are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). ~~----------------------------------------------~~ ------------------------------------ Signature ~~FORM~~ NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C SUMMARY OF ~~REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION~~ RIGHTS TO PURCHASE PREFERRED SHARES On February 25, 1999, the Board of Trust Managers of AMRESCO CAPITAL TRUST (To the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding common share of beneficial interest, par value $0.01 per share (the "Common Shares"), of the Company. The dividend is payable on March 11, 1999 (or such earlier date as may be ~~executed~~ determined by the Board of Trust Managers of the Company) to all holders of record of Common Shares as of the close of business on March 11, 1999 (or such earlier date as may be determined by the Board of Trust Managers of the Company (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of the Series A Junior Participating Preferred Shares, par value $0.01 per share (the "Preferred Shares"), of the Company at a price of $37.50 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement) between the Company and the Bank of New York, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person"), other than any member of the AMRESCO Group, has acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Trust Managers of the Company prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by the certificates representing Common Shares with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and thereafter, such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 1, 2009 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. At any time following the Distribution Date relating to a Flip-In Event, Rights (other than Rights owned by an Acquiring Person and the Acquiring Person's affiliates and associates, which will have become void) may be exercised (subject to their earlier termination, expiration or exchange) to acquire, in lieu of Preferred Shares, at the then current Purchase Price of the Right, that number of Common Shares (or if there are insufficient Common Shares, Preferred Shares or fractions thereof) which at such time will have a market value of two times the Purchase Price of the Right. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment equal to the greater of (i) One Dollar and No/100 ($1.00) per share or (ii) 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share and each holder ~~desires~~ will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right (other than an Acquiring Person and the affiliates and associates of such Acquiring Person, whose Rights will have become void) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the Purchase Price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or the affiliates and associates of such Acquiring Persons (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the Purchase Price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Trust Managers of the Company may exchange the Rights (other than Rights owned by such person or group and their respective affiliates and associates which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to or within 10 business days following the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the Board of Trust Managers of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Trust Managers of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights ~~represented~~ will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Board of Trust Managers may supplement or amend the Rights Agreement without the approval of the holders of Rights. From and after such time as any person or group of affiliated or associated persons become an Acquiring Person, the Rights Agreement may not be amended in any manner which would adversely affect the interests of the holders of the Rights (other than the Acquiring Person or an affiliate or associated of an Acquiring Person). The terms of the Rights may not be amended to (i) reduce the Redemption Price (except as required by ~~the Right Certificate~~antidilution provisions) or (ii) provide for an earlier Final Expiration Date.)

Appears in 1 contract

Sources: Rights Agreement (Amresco Capital Trust)

FOR VALUE RECEIVED. hereby ~~sells, assigns and~~ transfers unto ~~---------------------------------------~~ -------------------------------------------------------------------------------- (Please print name and address of transferee.) ~~--------------------------------------------------------------------------------~~ the Rights represented by this ~~Right~~ Rights Certificate, together with all ~~right, title and interest~~ right therein, and does hereby irrevocably constitute and appoint ~~Attorney~~___________________, as attorney, to transfer the within ~~Right Certificate~~ Rights on the books of the ~~within-named~~ Corporation, with full power of substitution. Dated: ~~, 2003 ----------------------------------------------~~ ------------------------- ------------------------------------ Signature Signature Guaranteed: ~~Signatures~~ (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a member firm of a ~~registered national securities exchange, a member of the National Association of Securities Dealers, Inc.~~recognized stock exchange in Canada, or a commercial ~~bank, savings association, credit union~~ bank or trust company having an office or correspondent in ~~the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program~~Canada. -39- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * CERTIFICATE (To be completed if true) The undersigned party transferring Rights under this Form of Agreement hereby ~~certifies~~ represents for the benefit of all holders of Rights and Common Shares that ~~(1)~~ the Rights evidenced by this ~~Right~~ Rights Certificate are ~~not being sold~~not, ~~assigned or transferred~~ and, to the knowledge of the undersigned, have never been, Beneficially Owned by ~~or on behalf of a Person who is or was~~ an Acquiring Person or an Affiliate or Associate thereof ~~(as such terms are defined~~ or a Person acting jointly or in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was concert with an Acquiring Person or an Affiliate or Associate ~~thereof (as such~~ thereof. Capitalized terms ~~are defined~~ have the meaning ascribed thereto in the Rights Agreement). ~~----------------------------------------------~~ ---------------- Signature ~~FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION TO PURCHASE~~ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * (To be ~~executed by the registered holder if such holder desires~~ attached to ~~exercise~~ each Rights ~~represented by the Right~~ Certificate.)

Appears in 1 contract

Sources: Rights Agreement (Golden Star Resources LTD)

Appears in 1 contract

Sources: Rights Agreement (Celadon Group Inc)

FOR VALUE RECEIVED. hereby sells, assigns and transfers ~~unto --------------------------------------- --------------------------------------------------------------------------------~~ to ------------------------------------------ (Please print name and address of transferee) ~~-------------------------------------------------------------------------------- this Right~~ the Rights represented by the Rights Certificate, together with all right, title and interest therein, and ~~does~~ hereby irrevocably ~~constitute~~ constitutes and ~~appoint Attorney~~appoints ------------------------------------------------------------------------ an attorney, to transfer the within ~~Right Certificate~~ Rights on the books of the ~~within-named Corporation~~Company, with full power of substitution. Dated: ~~, 2003 ---------------------------------------------- Signature~~ -------------------------- Signature Guaranteed: ~~Signatures~~ ---------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities ~~exchange~~exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a commercial ~~bank, savings association, credit union~~ bank or trust company having an office or correspondent in Canada or the United ~~States or other eligible guarantor institution which is a participant in a signature guarantee medallion program~~States. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby ~~certifies~~ represents, for the benefit of all holders of Rights and Common Shares, that ~~(1)~~ the Rights evidenced by this ~~Right~~ Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all as defined in the Rights Agreement). ---------------------------------------- Signature NOTICE If the certification set forth above in the Form of Assignment is not ~~being sold~~completed upon the assignment of the Right(s) evidenced by this Rights Certificate, ~~assigned or transferred by or on behalf~~ the Company will deem the Beneficial Owner of ~~a Person who is or was~~ such Rights to be an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement) and will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE TO: THE ▇▇▇▇▇▇ GROUP INC. The undersigned hereby irrevocably elects to exercise __________________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares by issued in the name of: --------------------------------------------------------------------------- (2Name) ~~after due inquiry~~ --------------------------------------------------------------------------- (Street) --------------------------------------------------------------------------- (City and State or Province) (Postal Code) --------------------------------------------------------------------------- SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER If such number of Rights shall not be all the Rights evidenced by this Rights Certificate a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: --------------------------------------------------------------------------- (Name) --------------------------------------------------------------------------- (Street) --------------------------------------------------------------------------- (City and State or Province) (Postal Code) --------------------------------------------------------------------------- SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER Dated: ------------------------ Signature Guaranteed: ---------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Canada or the United States. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the ~~best~~ knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the ~~undersigned did not acquire~~ foregoing (all as defined in the Rights Agreement). ---------------------------------------- Signature NOTICE If the certification set forth above in the Form of Election to Exercise is not completed upon the exercise of the Right(s) evidenced by this ~~Right Certificate from any Person who is or was~~ Rights Certificate, the Company will deem the Beneficial Owner of such Right(s) to be an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). ~~---------------------------------------------- Signature FORM~~ SHAREHOLDER PROTECTION RIGHTS AGREEMENT AMENDMENTS made as of the 24th day May, 1990 to Agreement made as of April 20, 1990. BETWEEN: THE ▇▇▇▇▇▇ GROUP INC., a corporation incorporated under the laws of British Columbia (hereinafter referred to as the "Company") OF ~~REVERSE SIDE~~ THE FIRST PART, THE ROYAL TRUST COMPANY, a trust company incorporated under the laws of Quebec (hereinafter referred to as the "Rights Agent") OF ~~RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate~~THE SECOND PART.)

Appears in 1 contract

Sources: Shareholder Protection Rights Plan Agreement (Loewen Group Inc)

Appears in 1 contract

Sources: Subordinated Convertible Debenture Purchase Agreement (Photoworks Inc /Wa)

Appears in 1 contract

Sources: Rights Agreement (Department 56 Inc)

Appears in 1 contract

Sources: Rights Agreement (Footstar Inc)

Appears in 1 contract

Sources: Rights Agreement (Nextlevel Systems Inc)

Appears in 1 contract

Sources: Rights Agreement (Baldwin Piano & Organ Co /De/)

Appears in 1 contract

Sources: Rights Agreement (Inference Corp /Ca/)

FOR VALUE RECEIVED. THE UNDERSIGNED hereby sells, assigns and transfers unto ~~--------------------------------------- --------------------------------------------------------------------------------~~ _________________________________________________________________ (Please print name and address of transferee) ~~--------------------------------------------------------------------------------~~ this ~~Right~~ Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________________________________________, Attorney, to transfer the within ~~Right~~ Rights Certificate on the books of the within-named ~~Corporation~~Company, with full power of substitution. Dated: ~~, 2003 ---------------------------------------------- Signature~~ --------------------------- Signature: ------------------------------------------------ Signature Guaranteed: ------------------------------------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial ~~bank, savings association, credit union~~ bank or trust company having an office or correspondent in the United ~~States or other eligible guarantor institution which is a participant in a signature guarantee medallion program~~States. The undersigned hereby certifies to First McMinnville Corporation, to the Rights Agent, and to all other Rights holders who are not Acquiring Persons, that ~~(1)~~ the Rights evidenced by this ~~Right~~ Rights Certificate are not ~~being sold, assigned or transferred~~ beneficially owned by ~~or on behalf of a Person who is or was~~ an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ~~----------------------------------------------~~ ----------------------------------------------------------- Signature Date: ---------------------------- The Rights represented by this certificate have not been registered under the Securities Act of 1933 (as amended) or under the securities laws of any state, territory, or other jurisdiction and therefore such Rights may not be resold, transferred or hypothecated without (a) the registration of such Rights under the Securities Act of 1933 or (b) an opinion of counsel satisfactory to the corporation to the effect that such registration is not necessary and appropriate transfers will be noted in the Corporation's stock records. Transfer or encumbrance of these Rights is or may be subject to certain rights of the corporation and/or other security holders. A copy of any such agreement may be obtained upon written request by a bona fide Shareholder or Rights holder to the Secretary of the Corporation. June 10, 1997 EXHIBIT B FORM FOR EXERCISE OF ~~REVERSE SIDE OF RIGHT~~ RIGHTS CERTIFICATE ~~-- CONTINUED~~ [To be attached to each Rights Certificate] FORM OF ELECTION TO ~~PURCHASE~~ EXERCISE (To be executed ~~by the registered holder~~ if ~~such~~ holder desires to exercise the Rights ~~represented by the Right~~ Certificate.)

Appears in 1 contract

Sources: Shareholder Rights Agreement (First McMinnville Corp)

Appears in 1 contract

Sources: Rights Agreement (Inamed Corp)

Appears in 1 contract

Sources: Shareholder Rights Agreement (El Paso Energy Corp/De)

Appears in 1 contract

Sources: Warrant Agreement (Group Long Distance Inc)

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 Right Certificate on the books of ~~the within-named Corporation~~CHEMBIO DIAGNOSTICS, INC., with full power of substitution. Dated: , ~~2003 ----------------------------------------------~~ [200_] Signature Signature Guaranteed: ~~Signatures~~ The signature must be medallion guaranteed by a ~~member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a~~ financial institution (commercial bank, stockbroker, savings ~~association~~and loan, credit union or trust ~~company having an office or correspondent in the United States or other eligible guarantor institution which~~ company) that is a participant in ~~a signature guarantee medallion program~~the Securities Transfer Agents Medallion Program, pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. A notary public is not sufficient. The undersigned hereby certifies that ~~(1)~~ the Rights evidenced by this Right Certificate have not acquired and are not ~~being sold, assigned or transferred~~ beneficially owned by ~~or on behalf of a Person who is or was~~ an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement.) Signature By Authorized Signature To: CHEMBIO DIAGNOSTICS, INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number (2Please print name and address) ~~after due inquiry~~ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number Dated: _______, [20__] Signature Signature Guaranteed: The signature must be medallion guaranteed by a financial institution (commercial bank, stockbroker, savings and loan, credit union or trust company) that is a participant in the Securities Transfer Agents Medallion Program, pursuant to Rule 17Ad-15 under the ~~best knowledge~~ Securities Exchange Act of ~~the undersigned~~1934, ~~the~~ as amended. The undersigned ~~did not acquire~~ hereby certifies that the Rights evidenced by this Right Certificate ~~from any Person who is~~ are not acquired or ~~was~~ beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as ~~such terms are~~ defined in the Rights Agreement). ~~----------------------------------------------~~ Signature ~~FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION TO PURCHASE~~ ___________________________ The signature in the foregoing Forms of Assignment and Election must conform to the name written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, CHEMBIO DIAGNOSTICS, INC., and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (To as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be ~~executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate~~honored.)

Appears in 1 contract

Sources: Rights Agreement (Chembio Diagnostics, Inc.)

Appears in 1 contract

Sources: Rights Agreement (Baldwin Piano & Organ Co /De/)

Common use of FOR VALUE RECEIVED Clause in Contracts