FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto ___________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.
Appears in 2 contracts
Sources: Rights Agreement (Patina Oil & Gas Corp), Rights Agreement (Patina Oil & Gas Corp)
FORM OF ASSIGNMENT. (To be executed For Value Received, the undersigned registered owner of this Warrant issued by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________ Altus Biologics Inc. hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant No. W-___________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address , with respect to the number of transferee) -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, Warrant Shares of Common Stock set forth below: Name of Assignee Address Number of Warrant Shares ---------------- ------- ------------------------ and does hereby irrevocably constitute and appoint ____________________ Attorney, attorney to make such transfer the within Right Certificate on the books of the within-named CompanyAltus Biologics Inc., maintained for such purpose, with full power of substitutionsubstitution in the premises. Dated: ___________________ _________________________________ Signature Signature Guaranteedof registered owner Witness: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature Form The Assignee acknowledges that this Warrant and the shares of Reverse Side Common Stock to be issued upon exercise hereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To this Warrant or any shares of Common Stock to be executed issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if holder desires to exercise Rights represented requested by the Right Certificate.) To: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects Company, confirm in writing, in a form reasonably satisfactory to exercise the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise Signature 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- DatedAssignee Print Name: __________________ ___________________ Signature Signature GuaranteedPrint Title: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ____________________ Signature NOTICE The signature in the Form PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR (B) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER. Warrant No. W-5B 169,600 Shares WARRANT To Purchase Shares of Assignment or Form Common Stock 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 whatsoeverALTUS BIOLOGICS INC. 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 Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25Dated February 22, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.
Appears in 2 contracts
Sources: Strategic Alliance Agreement (Altus Pharmaceuticals Inc.), Strategic Alliance Agreement (Altus Pharmaceuticals Inc.)
FORM OF ASSIGNMENT. (To be executed Be Executed by the registered holder Registered Holder if such holder desires the Registered Holder Desires to transfer Assign Series A Warrants Evidenced by the Right Within Warrant Certificate.) FOR VALUE RECEIVED _____________RECEIVED___________________ hereby sells, assigns and transfers unto ____________________ Series A Warrants, evidenced by the within Warrant Certificate, and does hereby irrevocably constitute and appoint ________ _______ Attorney to transfer the said Warrants evidenced by the within Warrant Certificate on the books of the Company, with full power of substitution. Dated: _________________ ________________________________ Signature NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: _________________________________________ FORM OF ELECTION TO PURCHASE (To be Executed by the Holder if the Registered Holder Desires to Exercise Warrants Evidenced by the Within Warrant Certificate) To Western Country Clubs, Inc.: The undersigned hereby irrevocably elects to exercise Series A Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, full shares of Common Stock issuable upon exercise of said Warrants and delivery of $ and any applicable taxes. The undersigned requests that certificates for such shares be issued in the name of: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------- --------------------------------- (Please print name and address) ------------------------------- --------------------------------- ------------------------------- --------------------------------- If said number of Series A Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to: -------------------------------------------------------------------------------- (Please print name and address of transfereeaddress) -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint -------------------------------------------------------------------------------- Dated: ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. DatedSignature: __________________________ NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the within Warrant Certificate is registered, the signature of the holder hereof must be guaranteed. Signature Guaranteed: ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Exhibit B WESTERN COUNTRY CLUBS INC. PREFERRED STOCK PURCHASE WARRANT Certificate Evidencing Right Certificate to purchase the Preferred Purchase __________Shares issuable upon the exercise of such Rights and requests This is to certify that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange("_____________") or assigns, a member of the National Association of Securities Dealersis entitled to purchase at any time or from time to time after 9:00 A.M., Inc.Dallas, or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). Texas time, on ____, 1998 and until 9:00 A.M., Dallas, Texas time, on _______________, 2002 up to the above referenced number of shares of the Company's Series A Cumulative Convertible Redeemable Preferred Stock (the "Shares"), of Western Country Clubs Inc., a corporation organized under the laws of the State of Colorado, (the "Company"), for the consideration specified in Subsection 1(e) of the Warrant and Registration Rights Agreement dated ____ Signature NOTICE __________, 1997 between the Company and National Securities Corporation, as representative of the several Underwriters (as defined therein) (the "Warrant Agreement"), pursuant to which this Warrant is issued. All rights of the holder of this Warrant are subject to the terms and provisions of the Warrant Agreement, copies of which are available for inspection at the office of the Company. The signature Shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, as amended (the "Act"). However, except as provided in the Form Warrant Agreement, no distribution of Assignment this Warrant, or Form the Shares issuable upon exercise of Election this Warrant may be made except pursuant to Purchase, as the case may be, must conform (i) a post-effective amendment to the name as written registration statement under the Act covering the Warrant and the Shares, (ii) a new registration statement, or (iii) an opinion of counsel, satisfactory to counsel for the Company, that an exemption from registration under the Act is available. Subject to the provisions of the Act and of the Warrant Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, at the offices of the Company, by the holder hereof in person or by duly authorized attorney, upon the face surrender of this Right Certificate in every particularWarrant, without alteration or enlargement or any change whatsoevertogether with the Assignment hereof duly endorsed. In Until transfer of this Warrant on the event books of the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completedCompany, the Company and may treat the Rights Agent will deem registered holder hereof as 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 Agreement) and such Assignment or Election to Purchase will not be honoredhereof for all purposes. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend Any Preferred Stock which is payable on June 12, 2001 acquired pursuant to the stockholders exercise of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested Warrant shall be acquired in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together accordance with the entire Rights Warrant Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.
Appears in 1 contract
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________________________________ hereby sells, assigns and transfers transfer 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 CompanyCorporation, with full power of substitution. Dated: ________:___________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned 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 Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after 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 NOTICE The signature in on the Form of Assignment or foregoing Form of Election to Purchase, as the case may be, Purchase or Form of Assignment must conform correspond 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 Agreement) and such Assignment or Election to Purchase will not be honoredEXHIBIT C RIGHTS BENEFICIALLY OWNED BY ANY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction CUMULATIVE PREFERENCE SHARES, FIRST SERIES, OF COST-U-LESS, INC. On May 25February 23, 20011999 the Board of Directors of Cost-U-Less, Inc. (the "Company") declared a dividend of one Right for each outstanding share of Common Stock, par value $0.001 per share, of the Company (together with certain other equity securities described in the Rights Agreement (as defined below), the "Common Shares"). The Rights will be issued to the holders of record of Common Shares outstanding at the Close of Business on March 15, 1999 (the "Record Date") and with respect to Common Shares issued thereafter until the Distribution Date (as defined below). Each Right, when it becomes exercisable as described below, will entitle the registered holder to purchase from the Company one one-hundredth (1/100th) of a share of Cumulative Preference Shares, First Series, par value $0.001 per share, of the Company (the "Preference Shares") at a price of $40.00 (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement dated as of March 15, 1999 as it may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). Until the earlier of (i) such time as the Company learns that a person or group (including any affiliate or associate of such person or group) has acquired, or obtained the right to acquire, beneficial ownership of more than 15% of the outstanding Common Shares (such person or group being called an "Acquiring Person") and (ii) such date, if any, as may be designated by the Board of Directors of the Company following the commencement of, or first public disclosure of an intention to commence, a tender or exchange offer for outstanding Common Shares which could result in such person or group becoming the beneficial owner of more than 15% of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by certificates for Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed to be Right Certificates (as defined below)) and not by separate Right Certificates. With respect to any certificate for Common Shares outstanding as of the Record Date, until the Distribution Date the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates along with a copy of this Summary of Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. Therefore, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. 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 thereafter evidence the Rights. The Rights are not exercisable until the Distribution Date and will expire ---------------------------------------------------------- at the Close of Business on March 15, 2009 (the "Expiration Date"), unless earlier redeemed or exchanged by the Company as described below. The number of Preference Shares or other securities issuable upon exercise of the Rights is subject to adjustment by the Board of Directors of the Company in the event of any change in the Common Shares or Preference Shares, whether by reason of stock dividends, stock splits, recapitalizations, reclassifications, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preference Shares or otherwise. The Purchase Price and the number of Preference Shares or other securities issuable upon exercise of the Rights are subject to adjustment from time to time in the event of the declaration of a stock dividend on the Common Shares payable in Common Shares or a subdivision or combination of the Common Shares prior to the Distribution Date. The Preference Shares are authorized to be issued in fractions which are an integral multiple of one one-hundredth (1/100th) of a Preference Share. The Company may, but is not required to, issue fractions of shares upon the exercise of Rights, and in lieu of fractional shares, the Company may make a cash payment based on the market price of such shares on the first trading date prior to the date of exercise or utilize a depositary arrangement as provided by the terms of the Preference Shares. Subject to the right of the Board of Directors of the Company to redeem or exchange the Rights as described below, at such time as there is an Acquiring Person, the holder of each Right will thereafter have the right to receive, upon exercise thereof, for the Purchase Price, that number of one one-hundredths of a Preference Share equal to the number of Common Shares which at the time of such transaction would have a market value of twice the Purchase Price. Any Rights that are or were beneficially owned by an Acquiring Person on or after the Distribution Date will become null and void and will not be subject to this "flip-in" provision. In the event the Company is acquired in a merger or other business combination by an Acquiring Person that is a publicly traded corporation or 50% or more of the Company's assets or assets representing 50% or more of the Company's earning power are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person that is a publicly traded corporation, proper provision must be made so that each Right will entitle its holder to purchase, for the Purchase Price, that number of common shares of such corporation which at the time of the transaction would have a market value of twice the Purchase Price. In the event the Company is acquired in a merger or other business combination by an Acquiring Person that is not a publicly traded entity or 50% or more of the Company's assets or assets representing 50% or more of the earning power of the Company are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person that is not a publicly traded entity, proper provision must be made so that each Right will entitle its holder to purchase, for the Purchase Price, at such holder's option, (i) that number of shares of the surviving corporation in the transaction with such entity (or, at such holder's option, of the surviving corporation in such acquisition, which could be the Company) which at the time of the transaction would have a book value of twice the Purchase Price or (ii) that number of shares of such entity which at the time of the transaction would have a book value of twice the Purchase Price or (iii) if such entity has an affiliate which has publicly traded common shares, that number of common shares of such affiliate which at the time of the transaction would have a market value of twice the Purchase Price. This "flip-over" provision only applies to a merger or similar business combination with an Acquiring Person. ANY RIGHTS THAT ARE OR WERE, AT ANY TIME ON OR AFTER THE DATE AN ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (OR A TRANSFEREE THEREOF) WILL BECOME NULL AND VOID AND ANY HOLDER OF ANY SUCH RIGHT (INCLUDING ANY SUBSEQUENT HOLDER) WILL BE UNABLE TO EXERCISE ANY SUCH RIGHT. The Rights are redeemable by the Board of Directors at a redemption price of $.01 per Right (the "Redemption Price") any time prior to the earlier of (i) such time as there is an Acquiring Person and (ii) the Expiration Date. Immediately upon the action of the Board electing to redeem the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. After there is an Acquiring Person the Board of Directors may elect to exchange each Right (other than Rights owned by an Acquiring Person) for consideration per Right consisting of one-half of the securities that would be issuable at such time upon the exercise of one Right pursuant to the terms of the Rights Agreement. Notwithstanding the foregoing, the Board of Directors of our the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, Patina Oil & Gas Corporationany Subsidiary of the Company, a Delaware corporation▇▇▇▇▇▇▇ ▇. ▇▇▇▇, declared a dividend any employee benefit plan of one preferred share purchase right (a "Right") the Company or any such Subsidiary, or any entity holding Common Shares for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 or pursuant to the stockholders terms of record on June 12any such plan), 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general termstogether with all Affiliates and Associates of such person, it works by imposing a significant penalty upon any person or group which acquires 15becomes the Beneficial Owner of 50% or more of our outstanding common stock the Common Shares then outstanding. At any time prior to such time as there shall be an Acquiring Person, the Company may, without the approval of our Board. The Rights Agreement should not interfere with any merger holder of the Rights, supplement or other business combination approved by our Board. For those interested in the specific terms amend any provision of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as (including the Rights Agent, date on May 25, 2001, we provide which the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until Expiration Date or the Distribution Date described belowshall occur, the amount of the Purchase Price or the definition of "Acquiring Person"), except that no supplement or amendment shall be made that reduces the Redemption Price of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Cost U Less Inc)
FORM OF ASSIGNMENT. (To be executed by For value received, the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________ undersigned hereby sells, assigns and transfers unto __________________________________ the right represented by the enclosed Warrant to purchase _________________ shares of Common Stock of Eagle Telecom International, Inc. to which the enclosed Warrant relates, and appoints _____________________ Attorney to transfer such right on the books of Eagle Telecom International, Inc. with full power of substitution in the premises. The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant Agreement pursuant to which the enclosed Warrant has been issued, and the transferee hereof, by his acceptance of this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Dated:_________________________ -------------------------------------------------------------------------------- -------------------------------------------- (Please print Signature must conform in all respects to 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 holder as specified on the books face of the within-named Company, with full power of substitution. Dated: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent enclosed Warrant) -------------------------------------------- (Address) Signed in the United Statespresence of: ------------------------------------ EXHIBIT A WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. The undersigned hereby THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANTS NOR THE UNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 3 To Purchase 20,000 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This certifies that that, for value received, the Rights evidenced by hereafter named registered owner is entitled, subject to the terms and conditions of this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in Warrant, until the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate expiration date, 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification shares 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 common stock (the "Common Stock"), of Eagle Telecom International, Inc. (the "Corporation") from the Corporation at the purchase price per share hereafter set forth, on delivery of this Warrant to the Corporation with the exercise form duly executed and payment of the purchase price (in cash or by this Right Certificate certified or bank cashier's check payable to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, order of the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per sharepurchased. The dividend This Warrant is payable on June 12, 2001 subject to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Warrant Agreement between the parties thereto dated as of July 31, 1996, the terms of which are hereby incorporated herein. Reference is hereby made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only to such Warrant Agreement for a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy further statement of the agreement is available free rights of charge from our Company. The Rights. Our Board authorized the issuance holder of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described belowthis Warrant.
Appears in 1 contract
Sources: Warrant Agreement (Eagle Telecom International Inc)
FORM OF ASSIGNMENT. ([To be executed by only upon transfer of Warrant] For value received, the undersigned registered holder if such holder desires to transfer of the Right Certificate.) FOR VALUE RECEIVED ________________________________ within Warrant hereby sells, assigns and transfers unto _________________ the right represented by such Warrant to purchase shares of Common Stock of to which such Warrant relates, and appoints Attorney to make such transfer on the books of maintained for such purpose, with full power of substitution in the premises. Dated: ___________________________________________ -------------------------------------------------------------------------------- (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 Company, with full power of substitution. Dated: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ (Signature Form must conform in all respects to name of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by as specified on the Right Certificate.face or Warrant) To: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- (Please print name and addressStreet Address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). City) (State) (Zip Code) _________________________________ Signature NOTICE The signature Signed in the Form presence of: ___________________________________ 203 EXHIBIT B TO WARRANT PURCHASE AGREEMENT ================================================================================ ALLIS-CHALMERS CORPORATION A DELAWARE CO▇▇▇▇▇▇▇▇▇ (THE "COMPANY") TO PURCHASE 700,000 SHARES OF THE COMPANY'S COMMON STOCK ISSUED TO WELLS FARGO ENERGY CAPITAL, INC. A TEX▇▇ ▇▇RPORATION ("WARRANTHOLDER") EFFECTIVE FEBRUARY 1, 2002 This Warrant and the Shares issued upon exercise thereof are subject to repurchase by the Company as provided in the Warrant Purchase Agreement dated effective February 1, 2002. This Warrant and any Shares acquired upon the exercise of Assignment or Form this Warrant have not been registered under the Securities Act of Election to Purchase1933, as amended, and may not be transferred, sold or otherwise disposed of in the case absence of such registration or an exemption therefrom under such Act. This Warrant and such Shares may bebe transferred only in compliance with the conditions specified in this Warrant and the Warrant Purchase Agreement, must conform a copy of which is available from the Company to the name as written upon the face holders of this Right Certificate in every particular, without alteration or enlargement or any change whatsoeverWarrant. 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 Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8================================================================================ 204 Allis-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.Chalmers Corporation Warr▇▇▇
Appears in 1 contract
FORM OF ASSIGNMENT. (To be executed Be Executed by the registered holder Registered Holder if such holder desires the Registered Holder Desires to transfer Assign Series A Warrants Evidenced by the Right Within Warrant Certificate.) FOR VALUE RECEIVED ________________________________ hereby RECEIVED___________________hereby sells, assigns and transfers unto ___________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Series A Warrants, evidenced by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, Attorney to transfer the said Warrants evidenced by the within Right Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________ ___________________ ---------------- ------------------------------- Signature Signature GuaranteedNOTICE: Signatures The above signature must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to correspond with the name as written upon the face of this Right the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever. In Signature Guaranteed: -------------------------------------- FORM OF ELECTION TO PURCHASE (To be Executed by the event Holder if the certification set forth Registered Holder Desires to Exercise Warrants Evidenced by the Within Warrant Certificate) To Western Country Clubs, Inc.: The undersigned hereby irrevocably elects to exercise ______ Series A Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ______ full shares of Common Stock issuable upon exercise of said Warrants and delivery of $______ and any applicable taxes. The undersigned requests that certificates for such shares be issued in the name of: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------- --------------------------------- (Please print name and address) ------------------------------- --------------------------------- ------------------------------- --------------------------------- If said number of Series A Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to: ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Dated: Signature: ---------------------------- ---------------------- NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the Form of Election to Purchase, as the case may be, within Warrant Certificate is not completedregistered, the Company and the Rights Agent will deem the beneficial owner signature of the Rights evidenced by this Right Certificate to holder hereof must be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described belowguaranteed.
Appears in 1 contract
FORM OF ASSIGNMENT. ([To be signed only upon transfer of Option] For value received, the undersigned hereby sells, assigns and transfers unto _____________________, the rights represented by the within Option to purchase shares of [Voting Common Stock][Nonvoting Common Stock][A Convertible Preferred Stock][B Convertible Preferred Stock], $.01 par value, of ▇▇▇▇ TELECOM, INC., to which the within Option relates, and appoints _______________________ attorney to transfer such right on the books of ▇▇▇▇ TELECOM, INC. with full power of substitution in the premises. Date: ---------------------- ----------------------------- (Signature) ------------------------------ (Address) Signed in the presence of: --------------------------- FORM OF SUBSCRIPTION The undersigned, the holder of the within Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, ___________ shares of [Voting Common Stock][Nonvoting Common Stock][A Convertible Preferred Stock][B Convertible Preferred Stock], $.01 par value, of ▇▇▇▇ TELECOM, INC. and herewith tenders payment of $________________________ in full payment of the purchase price for such shares or [hereby notifies ▇▇▇▇ Telecom, Inc. that it is crediting $________ against [that certain Promissory Note dated September 1, 1998 executed by the registered holder if Company in favor of CellStar, Ltd.] or [the accounts receivable owed to CellStar, Ltd. represented by Invoice No. _______] in full payment for the purchase price for such holder desires shares], and requests that the certificates for such shares be issued in the name of, and be delivered to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto whose address is ___________________________________________________________ -------------------------------------------------------------------------------- . Date: ------------------------ ----------------------------- (Please print name and address of transfereeSignature) -------------------------------------------------------------------------------- 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 Company, with full power of substitution. Dated: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent ----------------------------- (Address) Signed in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 presence of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate----------------------------- EXHIBIT I ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF ▇▇▇▇ TELECOM, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described belowINC.
Appears in 1 contract
Sources: Letter of Agreement (Cellstar Corp)
FORM OF ASSIGNMENT. (To be executed Be Executed by the registered holder Registered Holder if such holder desires the Registered Holder Desires to transfer Assign Class A Warrants Evidenced by the Right Within Warrant Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _________________________ Class A Warrants, evidenced by the within Warrant Certificate, and does hereby irrevocably constitute and appoint ____________________________ Attorney to transfer the said Warrants evidenced by the within Warrant Certificate on the books of the Company, with full power of substitution. Dated: _________________ ________________________________ Signature NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: _________________________________________ FORM OF ELECTION TO PURCHASE (To be Executed by the Holder if the Registered Holder Desires to Exercise Warrants Evidenced by the Within Warrant Certificate) To Global Med Technologies, Inc.: The undersigned hereby sellsirrevocably elects to exercise _______ Class A Warrants, assigns evidenced by the within Warrant Certificate for, and transfers unto to purchase thereunder, __________ full shares of Common Stock issuable upon exercise of said Warrants and delivery of $_______ and any applicable taxes. The undersigned requests that certificates for such shares be issued in the name of: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _______________________________ _________________________________ (Please print name and address) _______________________________ _________________________________ _______________________________ _________________________________ If said number of Class A Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to: _______________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transfereeaddress) -------------------------------------------------------------------------------- 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 Company, with full power of substitution. Dated: ____________________________________________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: ____________________ Signature: _______________________ Signature NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the within Warrant Certificate is registered, the signature of the holder hereof must be guaranteed. 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 hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ____________________________________ Signature NOTICE The signature in THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT B GLOBAL MED TECHNOLOGIES, INC. Incorporated Under the Form Laws of Assignment the State of Colorado No. W- _____ Class A Common Stock Purchase Warrants CUSIP 37935E 11 9 CERTIFICATE FOR (See Reverse CLASS A COMMON STOCK For Certain PURCHASE WARRANTS Definitions) This Warrant Certificate certifies that RAF Financial Corporation, or Form registered assigns ("the Warrant Holder"), is the registered owner of Election the above indicated number of Class A Common Stock Purchase Warrants (the "Warrants") expiring on __________, 1999 (the "Expiration Date"). One Warrant entitles the Warrant Holder to Purchasepurchase one share of common stock ("Share") from Global Med Technologies, as Inc., a Colorado corporation (the case may be"Company"), must conform at a purchase price of $____ (the "Exercise Price"), commencing on __________, 1996, and terminating on the Expiration Date ("Exercise Period"), upon surrender of this Warrant Certificate with the exercise form hereon duly completed and executed with payment of the Exercise Price at the office of American Securities Transfer & Trust, Inc. (the "Warrant Agent"), but only subject 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 conditions set forth above herein and in a Warrant Agreement dated as of _________, 1996 (the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, "Warrant Agreement") between the Company and the Rights Agent will deem Warrant Agent. The Exercise Price, the beneficial owner number of shares purchasable upon exercise of each Warrant, the number of Warrants outstanding and the Expiration Date are subject to adjustments upon the occurrence of certain events. The Warrant Holder may exercise all or any number of Warrants. Reference hereby is made to the provisions on the reverse side of this Warrant Certificate and to the provisions of the Rights Warrant Agreement, all of which are incorporated by reference in and made a part of this Warrant Certificate and shall for all purposes have the same effect as though fully set forth at this place. Until _____, 1997, this Warrant Certificate is not transferrable except to an underwriter that participated in the public offering by the Company that resulted in the original issuance of the Warrants, to a partner or an officer of such an underwriter or by will on operation of law. Upon due presentment for transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants, subject to any adjustments made in accordance with the provisions of the Warrant Agreement, shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, upon payment of $_____ per Warrant Certificate and any tax or governmental charge imposed in connection with such transfer. The Warrant Holder of the Warrants evidenced by this Right Certificate to be an Acquiring Person Warrant Certifi- cate may exercise all or an Affiliate or Associate thereof (as defined any whole number of such Warrants during the period and in the Agreementmanner stated hereon. The Exercise Price shall be payable in lawful money of the United States of America and in cash or by certified or bank cashier's check or bank draft payable to the order of the Company. If upon exercise of any Warrants evidenced by this Warrant Certificate the number of Warrants exercised shall be less than the total number of Warrants so evi- denced, there shall be issued to the Warrant Holder a new Warrant Certificate evidencing the number of Warrants not so exercised. Subject to the following paragraph, no Warrant may be exercised after 5:00 p.m. Mountain Time on the Expiration Date and any Warrant not exercised by such time shall become void, unless extended by the Company. Commencing on the date the Warrants are separately tradeable and transferable, the Warrants are subject to redemption by the Company at $.55 per Warrant, at any time until _______________, 1998, and, thereafter, at $.75 per Warrant at any time prior to their expiration, on not less than 30 days' prior written notice to the holders of Warrants, provided that the daily trading price per share of Common Stock has been at least $_____ (120% of the Warrant exercise price) for a period of at least 20 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption is given. During the 30-day period immediately following the giving of such notice, the Warrant Holders shall have the right to exercise the Warrants so held by them. Upon expiration of such 30-day period, all rights of the Warrant Holders shall terminate, other than the rights to receive the redemption price, without interest, and such Assignment or Election theright to Purchase will receive the redemption price shall itself expire on the Warrant Expiration Date. This Warrant Certificate shall not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, valid unless countersigned by the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Warrant Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.
Appears in 1 contract
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right CertificateTO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE.) FOR VALUE RECEIVED ______________________________________ hereby sells, assigns and transfers unto _____(Please print name and address of transferee) ______________________________________________________ -------------------------------------------------------------------------------- (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 Company, with full power of substitution. Dated: ____________________ ____________________________________ Signature Signature GuaranteedSIGNATURE GUARANTEED: Signatures must be guaranteed by a member firm an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of a registered national securities exchange1934, 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 Statesas amended. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the 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, an Interested Stockholder, or an Affiliate or Associate thereof. ____________________________________ Signature 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 CertificateTO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY THE RIGHT CERTIFICATE.) ToTo COMPUTERSHARE TRUST COMPANY: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- number: __________________ ________________________________________________________________________________ (Please print name and address) -------------------------------------------------------------------------------- ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Datednumber: __________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ________________ ____________________________________ Signature Signature GuaranteedSIGNATURE GUARANTEED: Signatures must be guaranteed by a member firm an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of a registered national securities exchange1934, 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 Statesas amended. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the 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, an Interested Stockholder, or an Affiliate or Associate thereof. ____________________________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit (EXHIBIT C TO RIGHTS PLAN) COMMERCE ENERGY GROUP, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25March 8, 20012004, the Board of Directors of our COMMERCE ENERGY GROUP, INC. (the "Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend ") authorized the issuance of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 0.001 per share. The dividend is payable share (the "Common Shares")of the Company issued on June 12the effective date of the merger of CEC Acquisition Corp., 2001 a subsidiary of the Company, with and into Commonwealth Energy Corporation pursuant to the stockholders terms of record on June 12that certain Agreement and Plan of Reorganization dated July 1, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without 2004 (the approval of our Board"Effective Date"). The Rights Agreement should not interfere with any merger or other business combination approved by our Boardwill also attach to new Common Shares issued after the Effective Date. For those interested in Each Right entitles the specific registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the Company at a price of $20 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as made of July 1, 2004 (the "Rights Agreement"), between our the Company and Mellon Investor Services LLC, as Computershare Trust Company (the "Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below").
Appears in 1 contract
FORM OF ASSIGNMENT. REDLINE PERFORMANCE PRODUCTS, INC. FOR VALUE RECEIVED, the undersigned registered owner of this Bridge Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Bridge Warrant, with respect to the number of Shares of Common Stock set forth below. NAME OF ASSIGNEE ADDRESS NUMBER OF SHARES and does hereby irrevocably constitute and appoint ____________________________ Attorney to make such transfer on the books of __________________ maintained for the purpose, with full power of substitution in the premises. Dated: , 20 ------------- --- --- ----------------------------------- Signature ----------------------------------- Print Name EXERCISE FORM REDLINE PERFORMANCE PRODUCTS, INC. (To be executed by the only upon exercise of Bridge Warrant) The undersigned registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___owner of this Bridge Warrant irrevocably exercises this Bridge Warrant for and purchases _____________________________ hereby sells, assigns and transfers unto _________________________________________of the number of Shares of Common Stock of __________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- purchasable with this Right Certificate, together with all right, title and interest thereinBridge Warrant, and does hereby irrevocably constitute herewith makes payment therefor, all at the price and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitutionterms and conditions specified in this Bridge Warrant. Dated: ___________________ ___________________ , 20 ------------------ --- --- --------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchangeRegistered Owner --------------------------------------- Street Address --------------------------------------- City, a member of the National Association of Securities DealersStat▇, Inc.▇▇▇ ▇▇▇▇ --------------------------------------- ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ion Number CONVERSION NOTICE REDLINE PERFORMANCE PRODUCTS, or a commercial bank or trust company having an office or correspondent in the United StatesINC. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable signed only 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreementconversion right). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.
Appears in 1 contract
Sources: Bridge Loan and Investment Agreement (Redline Performance Products Inc)
FORM OF ASSIGNMENT. (To be executed Be Executed by the registered holder Registered Holder if such holder desires the Registered Holder Desires to transfer Assign Class A Warrants Evidenced by the Right Within Warrant Certificate.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto ____________________ Class A Warrants, evidenced by the within Warrant Certificate, and does hereby irrevocably constitute and appoint ________________________________ Attorney to transfer the said Warrants evidenced by the within Warrant Certificate on the books of the Company, with full power of substitution. Dated: _________________ ________________________________ Signature NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: _________________________________________ FORM OF ELECTION TO PURCHASE (To be Executed by the Holder if the Registered Holder Desires to Exercise Warrants Evidenced by the Within Warrant Certificate) To Global Med Technologies, Inc.: The undersigned hereby irrevocably elects to exercise ______________ Class A Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ___________ full shares of Common Stock issuable upon exercise of said Warrants and delivery of $___________ and any applicable taxes. The undersigned requests that certificates for such shares be issued in the name of: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _______________________________ _________________________________ (Please print name and address) _______________________________ _________________________________ _______________________________ _________________________________ If said number of Class A Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to: ________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transfereeaddress) -------------------------------------------------------------------------------- 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 Company, with full power of substitution. Dated: _____________________________________________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: ____________________ Signature: __________________________ Signature NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the within Warrant Certificate is registered, the signature of the holder hereof must be guaranteed. 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 hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ____________________________________ Signature NOTICE The signature in THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Exhibit B GLOBAL MED TECHNOLOGIES, INC. Incorporated Under the Form Laws of Assignment the State of Colorado No. W- _____Class A Common Stock Purchase Warrants CUSIP 37935E 11 9 CERTIFICATE FOR (See Reverse CLASS A COMMON STOCK For Certain PURCHASE WARRANTS Definitions) This Warrant Certificate certifies that RAF Financial Corporation, or Form registered assigns ("the Warrant Holder"), is the registered owner of Election the above indicated number of Class A Common Stock Purchase Warrants (the "Warrants") expiring on __________, 2000 (the "Expiration Date"). One Warrant entitles the Warrant Holder to Purchasepurchase one share of common stock ("Share") from Global Med Technologies, as Inc., a Colorado corporation (the case may be"Company"), must conform at a purchase price of $____ (the "Exercise Price"), commencing on __________, 1997, and terminating on the Expiration Date ("Exercise Period"), upon surrender of this Warrant Certificate with the exercise form hereon duly completed and executed with payment of the Exercise Price at the office of American Securities Transfer & Trust, Inc. (the "Warrant Agent"), but only subject 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 conditions set forth above herein and in a Warrant Agreement dated as of _________, 1997 (the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, "Warrant Agreement") between the Company and the Rights Agent will deem Warrant Agent. The Exercise Price, the beneficial owner number of shares purchasable upon exercise of each Warrant, the number of Warrants outstanding and the Expiration Date are subject to adjustments upon the occurrence of certain events. The Warrant Holder may exercise all or any number of Warrants. Reference hereby is made to the provisions on the reverse side of this Warrant Certificate and to the provisions of the Rights Warrant Agreement, all of which are incorporated by reference in and made a part of this Warrant Certificate and shall for all purposes have the same effect as though fully set forth at this place. Until _____, 1998, this Warrant Certificate is not transferrable except to an underwriter that participated in the public offering by the Company that resulted in the original issuance of the Warrants, to a partner or an officer of such an underwriter or by will on operation of law. Upon due presentment for transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants, subject to any adjustments made in accordance with the provisions of the Warrant Agreement, shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, upon payment of $_____ per Warrant Certificate and any tax or governmental charge imposed in connection with such transfer. The Warrant Holder of the Warrants evidenced by this Right Warrant Certificate to be an Acquiring Person may exercise all or an Affiliate or Associate thereof (as defined any whole number of such Warrants during the period and in the Agreementmanner stated hereon. The Exercise Price shall be payable in lawful money of the United States of America and in cash or by certified or bank cashier's check or bank draft payable to the order of the Company. If upon exercise of any Warrants evidenced by this Warrant Certificate the number of Warrants exercised shall be less than the total number of Warrants so evidenced, there shall be issued to the Warrant Holder a new Warrant Certificate evidencing the number of Warrants not so exercised. Subject to the following paragraph, no Warrant may be exercised after 5:00 p.m. Mountain Time on the Expiration Date and any Warrant not exercised by such time shall become void, unless extended by the Company. Commencing on the date the Warrants are separately tradeable and transferable, the Warrants are subject to redemption by the Company at $.55 per Warrant, at any time until _________, 1999, and, thereafter, at $.75 per Warrant at any time prior to their expiration, on not less than 30 days' prior written notice to the holders of Warrants, provided that the daily trading price per share of Common Stock has been at least $______ (120% of the Warrant exercise price) for a period of at least 20 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption is given. During the 30-day period immediately following the giving of such notice, the Warrant Holders shall have the right to exercise the Warrants so held by them. Upon expiration of such 30-day period, all rights of the Warrant Holders shall terminate, other than the rights to receive the redemption price, without interest, and such Assignment or Election the right to Purchase will receive the redemption price shall itself expire on the Warrant Expiration Date. This Warrant Certificate shall not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, valid unless countersigned by the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Warrant Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.
Appears in 1 contract
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________ RECEIVED, the undersigned registered owner of this Purchase Warrant hereby sells, assigns and transfers unto ___________________the Assignee named below all of the rights of the undersigned to purchase shares of common stock, par value $0.001 per share, of Auddia, Inc., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant, with respect to the number of shares of Common Stock set forth below. The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Purchase Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Purchase Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Purchase Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or resale. ________________________________________ -------------------------------------------------------------------------------- (Please print name and address Signature of transferee) -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Holder ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented Date The undersigned assignee agrees to be bound by all of the terms and conditions of 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: Purchase Warrant. __________________ _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). Assignee ________________________________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to PurchaseDate [Date] Auddia, 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 Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas CorporationInc., a Delaware corporationcorporation (the “Company”) announced today that Network 1 Financial Securities, declared a dividend Inc., acting as representative for the underwriters in the Company’s recent public sale of____________ shares of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $0.01 per share. The dividend is payable on June 120.001, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive are [waiving] [releasing] a lock-up restriction with respect to____________ units held by [certain officers or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person directors] [an officer or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms director] of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25[waiver] [release] will take effect on___________ , 2001. The Rights will initially trade with20___, and will the units may be inseparable fromsold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the common stock. The Rights are evidenced only by certificates that represent shares United States absent registration or an exemption from registration under the Securities Act of common stock. New Rights will accompany any new shares of common stock we issue after June 121933, 2001 until the Distribution Date described belowas amended.
Appears in 1 contract
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers transfer 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 CompanyCorporation, with full power of substitution. Dated: ____________, ____ _______ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned 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 Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate and (3) after 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 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: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 60 8 NOTICE The signature in on the Form of Assignment or foregoing Form of Election to Purchase, as the case may be, Purchase or Form of Assignment must conform correspond 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 Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE SERIES A PARTICIPATING CUMULATIVE PREFERRED SHARES Introduction STOCK OF AIR PRODUCTS AND CHEMICALS, INC. On May 25March 19, 20011998, the Board of Directors of our Air Products and Chemicals, Inc. (the "Company, Patina Oil & Gas Corporation, a Delaware corporation, ") declared a dividend of one preferred share purchase right (a "Right") Right for each outstanding share of common stockCommon Stock, par value $0.01 1 per share, of the Company (the "Common Shares"). The dividend is payable on June 12, 2001 Rights will be issued to the stockholders holders of record of Common Shares outstanding at the close of business on June 12March 19, 20011998 and with respect to Common Shares issued thereafter until the Distribution Date (as defined below). Our Board has adopted this Each Right, when it becomes exercisable as described below, will entitle the registered holder to purchase from the Company one one-thousandth (1/1,000th) of a share of Series A Participating Cumulative Preferred Stock, par value $1 per share, of the Company (the "Preferred Shares") at a price of $345.00 (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tacticsdated as of March 19, 1998 (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). In general terms, it works by imposing Until the earlier of (i) such time as the Company learns that a significant penalty upon any person or group which acquires (including any affiliate or associate of such person or group) has acquired, or obtained the right to acquire, beneficial ownership of more than 15% of the outstanding Common Shares (such person or group being called an "Acquiring Person"), and (ii) such date, if any, as may be designated by the Board of Directors of the Company following the commencement of, or first public disclosure of an intention to commence, a tender or exchange offer for outstanding Common Shares which could result in such person or group becoming the beneficial owner of more than 15% of our the outstanding common stock without Common Shares, (the approval earlier of our Boardsuch dates being called the "Distribution Date"), the Rights will be evidenced by certificates for Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed to be Right Certificates (as defined below) and not by separate Right Certificates. Therefore, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. 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 thereafter evidence the Rights. The Rights Agreement should are not interfere with exercisable until the Distribution Date and will expire on March 19, 2008 (the "Expiration Date"), unless earlier redeemed by the Company as described below. The number of Preferred Shares or other securities issuable upon exercise of the Rights is subject to adjustment by the Board of Directors of the Company in the event of any change in the Common Shares or Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares or otherwise. The Purchase Price and the number of Preferred Shares or other securities issuable upon exercise of the Rights are subject to adjustment from time to time in the event of the declaration of a stock dividend on the Common Shares payable in Common Shares or a subdivision or combination of the Common Shares prior to the Distribution Date. The Preferred Shares are authorized to be issued in fractions which are an integral multiple of one one- thousandth (1/1,000th) of a Preferred Share. The Company may, but is not required to, issue fractions of shares upon the exercise of Rights, and in lieu of fractional shares, the Company may make a cash payment based on the market price of such shares on the first trading date prior to the date of exercise or utilize a depositary arrangement as provided by the terms of the Preferred Shares. Subject to the right of the Board of Directors of the Company to redeem the Rights as described below, at such time as there is an Acquiring Person, proper provision shall be made so that the holder of each Right will thereafter have the right to receive, upon exercise thereof, for the Purchase Price, that number of one one-thousandths of a Preferred Share equal to the number of Common Shares which at the time of such transaction would have a market value of twice the Purchase Price. Any Rights that are or were beneficially owned by an Acquiring Person on or after the Distribution Date will become null and void and will not be subject to the "flip-in" provision. In the event the Company is acquired in a merger or other business combination approved by our Board. For those interested in the specific terms an Acquiring Person that is a publicly traded corporation or 50% or more of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy Company's assets or assets representing 50% or more of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.the
Appears in 1 contract
Sources: Rights Agreement (Air Products & Chemicals Inc /De/)
FORM OF ASSIGNMENT. REDLINE PERFORMANCE PRODUCTS, INC. FOR VALUE RECEIVED, the undersigned registered owner of this Bridge Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Bridge Warrant, with respect to the number of Shares of Common Stock set forth below. NAME OF ASSIGNEE ADDRESS NUMBER OF SHARES ---------------- ------- ---------------- and does hereby irrevocably constitute and appoint ____________________________ Attorney to make such transfer on the books of __________________ maintained for the purpose, with full power of substitution in the premises. Dated: , 20 ------------- --- --- ------------------------------- Signature ------------------------------- Print Name EXERCISE FORM REDLINE PERFORMANCE PRODUCTS, INC. (To be executed by the only upon exercise of Bridge Warrant) The undersigned registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___owner of this Bridge Warrant irrevocably exercises this Bridge Warrant for and purchases _____________________________ of the number of Shares of Common Stock of __________________ purchasable with this Bridge Warrant, and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Bridge Warrant. Dated: , 20 ------------------ --- --- --------------------------------------- Signature of Registered Owner --------------------------------------- Street Address --------------------------------------- City, Stat▇, ▇▇▇ ▇▇▇▇ --------------------------------------- ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ion Number CONVERSION NOTICE REDLINE PERFORMANCE PRODUCTS, INC. (To be signed only upon exercise of conversion right) The undersigned, the holder of the within Bridge Warrant, hereby sellsirrevocably elects to exercise the Conversion Right set forth in such Bridge Warrant and to purchase ____________ shares of the Common Stock, assigns and transfers unto of Redline Performance Products. The closing of this conversion shall take place at the offices of the undersigned on ______________________. Certificates for the shares to be delivered at the closing shall be issued in the name of ____________________________________________________________ -------------------------------------------------------------------------------- (Please print name and whose 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 Company, with full power of substitution. Dated: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects to exercise is ___________________________ 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ . Dated: , 20 . ------------------------------- -- --------------------------------------------------- (Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform in all respects to the name of holder as written upon specified on the face of this Right Certificate in every particularthe Bridge Warrant) --------------------------------------------------- (Address) --------------------------------------------------- (City, without alteration State, Zip Code) THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A REGISTRATION OR QUALIFICATION OR (ii) IF AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO THE COMPANY. SALE OR OTHER TRANSFER OF THIS WARRANT OR THE SHARES OF CAPITAL STOCK ISSUABLE UPON EXERCISE HEREOF IS FURTHER RESTRICTED FOR UP TO 180 DAYS FOLLOWING AN INITIAL PUBLIC OFFERING OF SECURITIES OF THE BORROWER BY THE TERMS OF A LOAN AND INVESTMENT AGREEMENT, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. Void After 5:00 p.m. Vista, California time on December 18, 2009 REDLINE PERFORMANCE PRODUCTS, INC. COMMON STOCK PURCHASE WARRANT Bridge Warrant No. RB-24 Shares: 30,000 THIS CERTIFIES that, subject to the terms and conditions herein set forth, Mark A. Kolesar and MariAnne B. Kolesar, Joint Tenants, or enlargement registere▇ ▇▇▇▇▇▇▇ (▇▇▇ "HOLD▇▇") ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ purchase from REDLINE PERFORMANCE PRODUCTS, INC., a Minnesota corporation (the "COMPANY"), at any time or any change whatsoever. In from time to time prior to the event the certification time and date set forth above in the Form of Assignment or the Form of Election to Purchaseabove, as the case may be, is not completed, the Company Thirty Thousand (30,000) fully paid 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 Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8non-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new assessable shares of common stock we issue after June 12, 2001 until of the Distribution Date described below.Company (the "COMMON STOCK"). Such shares of Common Stock which may be acquired upon exercise of this Bridge Warrant are referred to as the "SHARES"). This Bridge Warrant is subject to the following terms and conditions:
Appears in 1 contract
Sources: Bridge Loan and Investment Agreement (Redline Performance Products Inc)
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right CertificateTO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE SUPPLEMENTAL WARRANT.) FOR VALUE RECEIVED RECEIVED, ________________________________ hereby sells, assigns and transfers unto ___________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Certificatehis Supplemental Warrant, together with all right, title and interest therein, and does so hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Right Certificate Supplemental Warrant on the books of the within-named Company, with full power of substitution. Dated: Name: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- DatedSignature: __________________ ___________________ (Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member conform in all respects to the name of the National Association Registered Holder, as specified on the face of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). Supplemental Warrant.) ______________________________________ Signature NOTICE The signature (Insert Social Security or Other Identifying Number of Assignee) EXHIBIT D [FORM OF OPINION OF COUNSEL] February 22, 2000 PK Investors LLC c\o WEC Asset Management LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇-▇▇-▇▇▇▇▇▇, New York 10520 Dear Sirs: This opinion is delivered to you pursuant to a Securities Purchase Agreement (the "Purchase Agreement") dated as of February 22, 2000, between PK Investors LLC (the "Purchaser") and Airtech International Group, Inc., a Wyoming corporation (the "Company"), in connection with 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, sale by the Company and purchase by the Rights Agent will deem the beneficial owner Purchaser of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as Company's Initial Debentures, the Initial Warrants and the Supplemental Warrant. All capitalized terms not otherwise defined herein shall have the meanings given them in the Purchase Agreement) . I have examined and am familiar with the Certificate of Incorporation and Bylaws of the Company any and all amendments thereto. I have also examined and am familiar with the Primary Documents and any and all other instruments executed and delivered by or on behalf of the Company in connection with the Purchase Agreement and the transactions contemplated thereunder. In addition to the foregoing, I have examined such minutes and other corporate proceedings of the Company and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25matters of law, 2001, the Board documents and certificates of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tacticspublic officials as I have deemed necessary in rendering my opinion. In general termsall such examinations, it works by imposing a significant penalty I have assumed the genuineness of all the signatures on original documents and the conformity to original and certified documents of all copies submitted to me as conformed or photostatic copies. Based upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms foregoing, I am of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.opinion that:
Appears in 1 contract
Sources: Securities Purchase Agreement (Airtech International Group Inc)
FORM OF ASSIGNMENT. (To be executed by In consideration of monies or other valuable consideration received from the Assignee(s) named below, the undersigned registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________ Holder of this Warrant Certificate hereby sells, assigns assigns, and transfers unto ___________________________________________________________ -------------------------------------------------------------------------------- the Assignee(s) named below (Please print name and address including the undersigned with respect to any Warrants constituting a part of transfereethe Warrants evidenced by this Warrant Certificate not being assigned hereby) -------------------------------------------------------------------------------- all of the right of the undersigned under this Right Warrant Certificate, together with all right, title and interest therein, respect to the number of Warrants set forth below: Name(s) of Assignee(s): ---------------------------------- Address: ------------------------------------------------- No. of Warrants: ----------------------------------------- Please insert social security or other identifying number of assignee(s): and does hereby irrevocably constitute and appoint _________________________ Attorney, the undersigned's attorney to make such transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: of___________________ maintained for the purposes, with full power of substitution in the premises. Dated: ----------------------------- ----------------------------------------------- (Signature of Owner) ----------------------------------------------- (Street Address) ----------------------------------------------- (City) (State) (Zip Code) Signature Guaranteed By: ------------------------------------------------ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ANNEX 2 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF WARRANTS Re: Warrants to Purchase Common Stock (the "WARRANTS") of INTEGRATED ORTHOPEDICS, INC. This Certificate relates to _______ Warrants held in certificated form by _____________ Signature Signature Guaranteed: Signatures must be guaranteed (the "TRANSFEROR"). The Transferor has requested the Warrant Agent by a member firm written order to exchange or register the transfer of a registered national securities exchangeWarrant or Warrants. In connection with such request and in respect of each such Warrant, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent Transferor does hereby certify that Transferor is familiar with the Warrant Agreement relating to the above captioned Warrants and the restrictions on transfers thereof as provided in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise Section 5 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Warrant Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.that:
Appears in 1 contract
Sources: Warrant Agreement (Fw Integrated Orthopaedics Investors Lp)
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________ whose address and social insurance number, if applicable, are set forth below, this Debenture (or CAD$_______________________ principal amount hereof*) of SECURITY DEVICES INTERNATIONAL INC. (the "Company") standing in the name(s) of the undersigned in the register maintained by the registrar appointed by the Company with respect to such Debenture and does hereby sellsirrevocably authorize and direct the Trustee to transfer such Debenture in such register, assigns with full power of substitution in the premises. Dated: ______________________ Name and transfers unto Address of Transferee: ____________________________________________________________________________ -------------------------------------------------------------------------------- (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 Company, with full power of substitution. Dated: _________________________________________________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects to exercise ________________________________________ Rights represented by Social Insurance Number of Transferee, if applicable: ______________________________ *If less than the full principal amount of the within Debenture is to be transferred, indicate in the space provided above the principal amount (which must be CAD$1,000 or an integral multiple thereof) to be transferred. If this Right Certificate assignment is dated prior to purchase [the Preferred Shares issuable date that is six months and one day after the closing date will be inserted], the undersigned registered holder certifies that it is not a U.S. Person (as such term is defined in Regulation S under the U.S. Securities Act of 1933) and that it is not transferring the Debentures to or on behalf of a U.S. Person. The signature(s) to this assignment must correspond with the name(s) as written upon the exercise face of such Rights and requests that certificates this Debenture in every particular without alteration or any change whatsoever. The signature(s) to this assignment must be guaranteed by a chartered bank or by a member of an acceptable Medallion Guarantee Program. The Guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEED". The registered Holder of this Debenture is responsible for such Preferred Shares be issued in the name of: Please insert social security payment of any documentary, stamp or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number transfer taxes that may be payable in respect of Rights shall not be all the Rights evidenced by transfer of 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) -------------------------------------------------------------------------------- Debenture. Dated: _______________________________ ____________________________________ (Signature Signature Guaranteedof Registered Holder) Name of guarantor: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ________________________________________ Signature NOTICE The signature Authorized signature: _______________________________________ Exhibit "1" TO CDS GLOBAL DEBENTURE Initial Principal Amount: $• Authorization: To: Holders of Series B Convertible Secured Debentures Debentures (the "Debentures") of SECURITY DEVICES INTERNATIONAL INC. (the "Corporation") to be redeemed Note: All capitalized terms used herein have the same meaning in this redemption notice as in the Form Indenture mentioned below, unless otherwise indicated. Notice is hereby given pursuant to Section 2.21 of Assignment the trust indenture dated as of December 7, 2016 (the "Indenture") made between the Corporation and TSX TRUST COMPANY (the "Trustee"), that all or Form part of Election the principal amount of the Debentures registered in your name will be redeemed as of l, (the "Redemption Date"), upon payment of a redemption amount of CAD$l (the "Redemption Amount"). Accompanying this redemption notice is a statement setting out details of the Debentures which are to Purchasebe redeemed and the Redemption Amount in respect thereof. The Redemption Amount will be payable upon presentation and surrender of the Debentures called for redemption at the following corporate trust office: TSX TRUST COMPANY ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ The interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date, unless payment of the Redemption Amount shall not be made on presentation for surrender of such Debentures at the above-mentioned corporate trust office on or after the Redemption Date or prior to the setting aside of the Redemption Amount pursuant to the Indenture. DATED: _________________________ By: ___________________________________ THIS SECURITY AGREEMENT (this "Agreement") is made as of December 7, 2016, by and among TSX Trust Company, as trustee under the case may be, must conform to the name as written upon the face of this Right Certificate Trust Indenture (defined below) (together with its successors and assigns 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 completedsuch capacity, 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 Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation"Trustee"); Security Devices International Inc., a Delaware corporationcorporation (together with its successors and permitted assigns, declared a dividend of one preferred share purchase right (a the "RightBorrower") for each outstanding share of common stockand Security Devices International Canada Corp., par value $0.01 per share. The dividend is payable on June 12a Canadian corporation (together with its successors and permitted assigns, 2001 to the stockholders of record on June 12"Subsidiary" and, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights AgreementBorrower, which has been filed with the Securities collectively and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, jointly and will be inseparable fromseverally, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below"Grantors").
Appears in 1 contract
Sources: Trust Indenture (Security Devices International Inc.)
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right Warrant Certificate.) FOR VALUE RECEIVED ______________________hereby sells, assigns and transfers unto (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint, Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated:__________ hereby sells, assigns and transfers unto ___________Signature:________________________________________________ -------------------------------------------------------------------------------- (Please print Signature must conform in all respects to name and address of transfereeholder as specified on the face of the Warrant Certificate) -------------------------------------------------------------------------------- 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 Company, with full power of substitution. Dated: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise (Insert Social Security or Other Identifying Number 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 -------------------------------------------------------------------------------- Assignee) EXHIBIT B THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (Please print name and addressTHE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right CertificatePURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, 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 addressii) -------------------------------------------------------------------------------- Dated: TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK TIME, _________, 2003 No. WW-2 150,000 Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that _________ or registered assigns is the registered holder of 150,000 Warrants to purchase, at any time from _______, 1999 until 5:00 P.M. New York City time on , 2003 ("Expiration Date"), up to 150,000 Redeemable Common Stock Purchase Warrants ("Redeemable Warrants"), of Connecticut Valley Sports, Inc., a Delaware corporation (the "Company"), at the exercise price (the "Exercise Price"), of $.11 per Redeemable Warrant upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Warrant Agreement dated as of ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, 1998 between the Company and Briarwood Investment Counsel (the Rights Agent will deem the beneficial owner "Warrant Agreement"). Payment of the Rights evidenced Exercise Price may be made in cash, or by this Right Certificate certified or official bank check in New York Clearing House funds payable to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, order of the Board of Directors of our Company, Patina Oil & Gas Corporationor any combination of cash or check. No Warrant may be exercised after 5:00 P.M., a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights AgentNew York City time, on May 25the Expiration Date, 2001at which time all Warrants evidenced hereby, we provide the following summary description. Please noteunless exercised prior thereto, however, that this description is only a summary, and is not complete, and should shall thereafter be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described belowvoid.
Appears in 1 contract
Sources: Underwriter's Warrant Agreement (Connecticut Valley Sports Inc)
FORM OF ASSIGNMENT. ([To be executed by only upon transfer of Warrant] For value received, the undersigned registered holder if such holder desires to transfer of the Right Certificate.) FOR VALUE RECEIVED ________________________________ within Warrant hereby sells, assigns and transfers unto __the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: (Signature must conform in all respects to name of holder as specified on the face of Warrant) _________________________________________________________ -------------------------------------------------------------------------------- (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 Company, with full power of substitution. Dated: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 (City) (State)(Zip Code) Signed in the name presence of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm Exhibit B Form of a registered national securities exchangeConvertible Note NEITHER THIS NOTE NOR THE SHARES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, a member AS AMENDED (THE "ACT") AND, EXCEPT FOR ANY TRANSFERS SPECIFICALLY AUTHORIZED UNDER THE TERMS OF THIS NOTE, NEITHER THIS NOTE NOR SUCH SHARES MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT REGISTRATION THEREOF UNDER THE ACT OR COMPLIANCE WITH RULE 144 OR RULE 144A PROMULGATED UNDER THE ACT, OR UNLESS USS OF DELAWARE, INC. HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO IT, THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IS ALSO SUBJECT TO RESTRICTIONS UNDER THE TERMS HEREOF. CONVERTIBLE PROMISSORY NOTE --------------------------- $30,000,000.00 Dated:__________,2001 FOR VALUE RECEIVED, the undersigned, USS OF DELAWARE, INC. (the "Company"), promises to pay to the order of the National Association of Securities Dealers, Inc.[ ], or a commercial bank its permitted registered assigns or trust company having an office at such other place or correspondent places as the Holder may designate in writing, the United States. The undersigned hereby certifies that principal sum of THIRTY MILLION and NO/100 DOLLARS ($30,000,000) unless converted pursuant to the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person conditions set forth herein on or an Affiliate or Associate thereof (as defined in the Agreement). before ___________________ Signature NOTICE The signature in [2022], without interest. Payment of 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 principal of this Right Certificate Note will be made in every particular, without alteration such coin 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 currency of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (United States of America as defined in at the Agreement) time of payment is legal tender for payment of public and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described belowprivate debts.
Appears in 1 contract
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right Certificate.Rights Certificates) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto ___________________________________________________________ -------------------------------------------------------------------------------- (Please print name hereby sells, assigns and address of transferee) -------------------------------------------------------------------------------- transfers unto the Rights represented by this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Date:____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). _________________________________ Signature Form Signature Guarantee: (Signature must correspond to name as written upon the face of Reverse Side this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) The undersigned hereby represents, for the benefit of Right all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate -- continued FORM OF ELECTION TO PURCHASE are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person, any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Acquiring Person, or any Affiliate or Associate of such Person so acting jointly or in concert. Capitalized terms shall have the meaning ascribed thereto in the Rights Agreement. ___________________________________________________ Signature ___________________________________________________ (To be executed if holder desires to exercise Rights represented by the Right Certificate.Please print name of Signatory) ToTO: PATINA OIL & GAS CORPORATION COMPUTERSHARE INVESTOR SERVICES INC. RE: SILVER STANDARD RESOURCES INC. The undersigned hereby irrevocably elects to exercise __________________________________ whole Rights represented by this Right the Rights Certificate to purchase the Preferred Common Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Rights Certificate, a new Right Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: Date:__________________________________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). _________________________________ Signature NOTICE The signature in the Form of Assignment or Form of Election Signature Guarantee: (Signature must correspond to Purchase, as the case may be, must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In ) The undersigned hereby represents, for the event the certification set forth above in the Form benefit of Assignment or the Form all holders of Election to PurchaseRights and Common Shares, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of that the Rights evidenced by this Right Rights Certificate are not, and, to be the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person , any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or an any Affiliate or Associate thereof (as defined of such Acquiring Person, or any Affiliate or Associate of such Person so acting jointly or in concert. Capitalized terms shall have the meaning ascribed thereto in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy ___________________________________________________ Signature ___________________________________________________ (Please print name of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.Signatory)
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement (Silver Standard Resources Inc)
FORM OF ASSIGNMENT. ([To be executed by the registered holder if such holder desires to completed and signed only upon transfer the Right Certificate.) of Warrant] FOR VALUE RECEIVED RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ hereby sellsthe right represented by the within Warrant to purchase ____________ shares of Common Stock of Eltrax Systems, assigns Inc. to which the within Warrant relates and transfers unto appoints ________________ attorney to transfer said right on the books of Eltrax Systems, Inc. with full power of substitution in the premises. Dated: ______________, ______ ______________________________________________ -------------------------------------------------------------------------------- (Please print Signature must conform in all respects to name and address of transfereeholder as specified on the face of the Warrant) -------------------------------------------------------------------------------- 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 Address of the within-named Company, with full power of substitution. Dated: Transferee _____________________________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by In the Right Certificate.) Topresence of: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- EXHIBIT B-3 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right CertificateTHE "SECURITIES ACT"), a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: ___________AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ELTRAX SYSTEMS, INC. WARRANT Warrant No. _______ ___________________ Signature Signature GuaranteedDated: Signatures must be guaranteed by a member firm of a registered national securities exchangeJuly 27, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.2000
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Eltrax Systems Inc)
FORM OF ASSIGNMENT. (To be executed Be Executed by the registered holder Registered Holder if such holder desires the Registered Holder Desires to transfer Assign Series A Warrants Evidenced by the Right Within Warrant Certificate.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto ___________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Series A Warrants, evidenced by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, _Attorney to transfer the said Warrants evidenced by the within Right Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________ ___________________ ------------------------ ----------------------------- Signature Signature GuaranteedNOTICE: Signatures The above signature must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to correspond with the name as written upon the face of this Right the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever. In Signature Guaranteed: --------------------------------- FORM OF ELECTION TO PURCHASE (To be Executed by the event Holder if the certification set forth Registered Holder Desires to Exercise Warrants Evidenced by the Within Warrant Certificate) To Western Country Clubs, Inc.: The undersigned hereby irrevocably elects to exercise ______ Series A Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ______ full shares of Common Stock issuable upon exercise of said Warrants and delivery of $______ and any applicable taxes. The undersigned requests that certificates for such shares be issued in the name of: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------- --------------------------------- (Please print name and address) ------------------------------- --------------------------------- ------------------------------- --------------------------------- If said number of Series A Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to: ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Dated: Signature: ---------------------- -------------------------- NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the Form of Election to Purchase, as the case may be, within Warrant Certificate is not completedregistered, the Company and the Rights Agent will deem the beneficial owner signature of the Rights evidenced by this Right Certificate to holder hereof must be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described belowguaranteed.
Appears in 1 contract
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___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 Company, with full power of substitution. Dated: ___________________ ___________________ Dated as of , . ------------------- ---- ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a member firm of a registered national securities exchangebank, a member stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the National Association Securities Exchange Act of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States1934. -------------------------------------------------------------------------------- [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ___________________ ------------------------------- Signature -------------------------------------------------------------------------------- [Form of Reverse Side of Right Certificate -- continued continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: PATINA OIL & GAS CORPORATION TO NEWFIELD EXPLORATION COMPANY The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the Preferred Shares (or other securities) issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares (or other securities) be issued in the name of: Please insert social security or other identifying number number: ------------------------ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number number: ------------------------ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Dated as of , . ------------------- ---- ------------------------------- Signature [Form of Reverse Side of Right Certificate -- continued] Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a member firm of a registered national securities exchangebank, a member stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the National Association Securities Exchange Act of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States1934. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ___________________ ------------------------------- Signature - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NOTICE The signature in the foregoing Form of Assignment or Form of Election to Purchase, as the case may be, Purchase 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 48 EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25February 12, 20011999, the Board of Directors of our Newfield Exploration Company (the "Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend ") authorized the issuance of one preferred share purchase right (a "Right") for with respect to each outstanding share of common stock, par value $0.01 .01 per shareshare (the "Common Shares"), of the Company. The dividend is payable rights were issued on June February 22, 1999 to the holders of record of Common Shares on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth (1/1000) of a share of Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Shares"), of the Company at a price of $85.00 per one one-thousandth 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") dated as of February 12, 2001 1999 between the Company and ChaseMellon Shareholder Services L.L.C, as Rights Agent. DETACHMENT OF RIGHTS; EXERCISE. Initially, the Rights will attach to all Common Share certificates representing outstanding shares and no separate Right Certificate will be distributed. The Rights will separate from the stockholders Common Shares and a Distribution Date will occur upon the earlier of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing (i) 10 business days following a significant penalty upon any public announcement that a person or group which acquires 15of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 20% or more of our the outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested Voting Shares (as defined in the specific terms Rights Agreement) of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as (ii) 10 business days following the Rights Agent, on May 25, 2001, we provide commencement or announcement of an intention to commence a tender offer or exchange offer the following summary description. Please note, however, that this description is only consummation of which would result in the beneficial ownership by a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy person or group of the agreement is available free 20% or more of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each such outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described belowVoting Shares.
Appears in 1 contract
FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________, whose address and social insurance number, if applicable, are set forth below, this Initial Debenture (To be executed or $_______________________ principal amount hereof*) of AURORA CANNABIS INC. standing in the name(s) of the undersigned in the register maintained by the registered holder if Corporation with respect to such holder desires Initial Debenture and does hereby irrevocably authorize and direct the Trustee to transfer such Initial Debenture in such register, with full power of substitution in the Right Certificate.) FOR VALUE RECEIVED premises. Address of Transferee: ________________________________ hereby sells, assigns and transfers unto _________________________________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address Social Insurance Number of transferee) -------------------------------------------------------------------------------- this Right CertificateTransferee, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint if applicable: ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects to exercise _________________________________ Rights represented *If less than the full principal amount of the within Initial Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold an Initial Debenture in a non-integral multiple of $1,000 by this Right Certificate reason of your having exercised your right to purchase the Preferred Shares issuable exchange upon the exercise making of a Change of Control Offer, in which case such Rights and requests Initial Debenture is transferable only in its entirety) to be transferred. [ ] Check if the undersigned Transferor is a Qualified Institutional Buyer that certificates for such Preferred Shares be issued acquired Initial Debentures under the Offering as “restricted securities” which, pursuant to Section 2.15(3) of the Indenture, have been included in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name Unrestricted Debenture against execution and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all delivery by the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm Transferor 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 U.S. Purchaser Letter substantially as set forth in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform Schedule F to the name as written upon the face of this Right Certificate in every particularIndenture. IF THIS BOX IS CHECKED, 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 Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY THE TRANSFEROR MUST COMPLETE AND DELIVER A CERTIFICATE OF RIGHTS TRANSFER SUBSTANTIALLY AS SET FORTH IN SCHEDULE D TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described belowTHE INDENTURE.
Appears in 1 contract
Sources: Indenture (Aurora Cannabis Inc)
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers transfer 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 CompanyCorporation, with full power of substitution. Dated: ___________________ _______________, ____ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent participant in the United StatesSecurities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned 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 Rights Agreement). ___________________ Signature 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.2) To: PATINA OIL & GAS CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate is not being sold, assigned or transferred to purchase or on behalf of any such Acquiring Person, Affiliate or Associate and (3) after inquiry and to 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member best knowledge of the National Association of Securities Dealersundersigned, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that did not acquire the Rights evidenced by this Right Certificate are not beneficially owned by 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 NOTICE The signature in on the Form of Assignment or foregoing Form of Election to Purchase, as the case may be, Purchase or Form of Assignment must conform correspond 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 PurchaseRIGHTS BENEFICIALLY OWNED BY ANY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE. On October 3, 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 Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 20012018, the Board of Directors (the “Board”) of our Company▇▇▇▇▇▇ & NOBLE, Patina Oil & Gas CorporationINC., a Delaware corporationcorporation (the “Company”), declared a dividend of one preferred share purchase right (a "Right"collectively, the “Rights”) for each outstanding share of common stockCommon Stock, par value $0.01 0.001 per share, of the Company (the “Common Shares”). The dividend is payable on June 12, 2001 Rights will be issued to the stockholders holders of record on June 12of Common Shares outstanding at October 13, 20012018 (the “Record Date”) and with respect to Common Shares issued thereafter until the Distribution Date (as defined below). Our Board has adopted this Each Right, when it becomes exercisable as described below, will entitle the registered holder to purchase from the Company one one-thousandth (1/1,000th) of a share of Series K Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Shares”) at a price of $24.00 (the “Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement dated as of October 3, 2018 as it may be amended, supplemented or modified from time to protect stockholders from coercive time (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”). Until the earlier of (i) 5:00 p.m., New York City time, on the tenth Business Day after the earlier of (A) the first date of public announcement (which, for purposes thereof, shall include a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or otherwise unfair takeover tactics. In general termsan Acquiring Person (as defined below) that a person or group (including any affiliate or associate of such person or group), it works by imposing a significant penalty upon other than any person or group with beneficial ownership of more than 20% of the outstanding Common Stock as of October 3, 2018 (only so long as such person or group does not increase its beneficial ownership of Common Stock, subject to certain exceptions), has acquired, or obtained the right to acquire, beneficial ownership of more than 20% of the outstanding Common Shares (any such person or group being called an “Acquiring Person”) or (B) such date as a majority of the Board shall become aware of the existence of an Acquiring Person, and (ii) such date, if any, as may be designated by the Board following the commencement of, or first public disclosure of an intention to commence, a tender or exchange offer for outstanding Common Shares which acquires 15could result in such person or group becoming the beneficial owner of more than 20% of the outstanding Common Shares (the earlier of such dates being called the “Distribution Date”), the Rights, unless earlier expired, redeemed or more terminated, will be evidenced by certificates for Common Shares registered in the names of our the holders thereof, or, in the case of Common Shares held in uncertificated form, by the transaction statement or other record of ownership of such Common Shares, and not by separate Right Certificates. With respect to any Common Shares outstanding common stock without as of the approval Record Date, until the earliest of our Boardthe Distribution Date, the Redemption Date or the Expiration Date, (i) in the case of certificated shares, the Rights associated with the Common Shares represented by a certificate shall be evidenced by such certificate along with a copy of this Summary of Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby, and (ii) in the case of Common Shares held in uncertificated form, the Rights associated with the Common Shares shall be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Common Shares, and the transfer of any Common Shares in the book-entry account system of the transfer agent for such Common Shares shall also constitute the transfer of the Rights associated with such Common Shares. Therefore, until the Distribution Date, the Rights may be transferred with and only with the underlying Common Shares. 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 thereafter evidence the Rights. The Rights Agreement should are not interfere with exercisable until the Distribution Date and will expire at 5:00 p.m., New York City time, on October 2, 2019 (the “Expiration Date”), unless earlier redeemed or exchanged by the Company as described below. The number of Preferred Shares or other securities issuable upon exercise of the Rights is subject to adjustment by the Board in the event of any change in the Common Shares or Preferred Shares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares or otherwise. The Purchase Price and the number of Preferred Shares or other securities issuable upon exercise of the Rights are subject to adjustment from time to time in the event of the declaration of a stock dividend on the Common Shares payable in Common Shares or a subdivision or combination of the Common Shares prior to the Distribution Date. The Preferred Shares are authorized to be issued in fractions which are an integral multiple of one one-thousandth (1/1,000th) of a Preferred Share. The Company may, but is not required to, issue fractions of shares upon the exercise of Rights, and in lieu of fractional shares, the Company may make a cash payment based on the market price of such shares on the first trading date prior to the date of exercise or utilize a depositary arrangement as provided by the terms of the Preferred Shares. Subject to the right of the Board to redeem or exchange the Rights as described below, at such time as there is an Acquiring Person, the holder of each Right will thereafter have the right to receive, upon exercise thereof, for the Purchase Price, that number of one one-thousandths (1/1,000ths) of a Preferred Share equal to the number of Common Shares which at the time of such transaction would have a market value of twice the Purchase Price. Any Rights that are or were beneficially owned by an Acquiring Person on or after the Distribution Date will become null and void and will not be subject to the “flip-in” provision. In the event the Company is acquired in a merger or other business combination approved by our Board. For those interested an Acquiring Person that has common shares publicly traded in the specific United States or 50% or more of the Company’s assets or assets representing 50% or more of the Company’s earning power are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person that has common shares publicly traded in the United States, proper provision must be made so that each Right will entitle its holder to purchase, for the Purchase Price, that number of common shares of such entity which at the time of the transaction would have a market value of twice the Purchase Price. In the event the Company is acquired in a merger or other business combination by an Acquiring Person that does not have common shares publicly traded in the United States or 50% or more of the Company’s assets or assets representing 50% or more of the earning power of the Company are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person that does not have common shares publicly traded in the United States, proper provision must be made so that each Right will entitle its holder to purchase, for the Purchase Price, at such holder’s option, (i) that number of common shares of the surviving corporation in the transaction with such entity which at the time of the transaction would have a book value of twice the Purchase Price, (ii) that number of common shares of such entity which at the time of the transaction would have a book value of twice the Purchase Price or (iii) if such entity has an affiliate which has common shares publicly traded in the United States, that number of common shares of such affiliate which at the time of the transaction would have a market value of twice the Purchase Price. The “flip-over” provision only applies to a merger or similar business combination with an Acquiring Person. ANY RIGHTS THAT ARE OR WERE, AT ANY TIME ON OR AFTER THE DATE AN ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (OR A TRANSFEREE THEREOF) WILL BECOME NULL AND VOID AND ANY HOLDER OF ANY SUCH RIGHT (INCLUDING ANY SUBSEQUENT HOLDER) WILL BE UNABLE TO EXERCISE ANY SUCH RIGHT. The Rights are redeemable by the Board at a redemption price of $0.001 per Right (the “Redemption Price”) any time prior to the earlier of (i) the Distribution Date and (ii) the Expiration Date (the date of such redemption being the “Redemption Date”). Immediately upon the action of the Board electing to redeem the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. After there is an Acquiring Person the Board may elect to exchange each Right (other than Rights owned by an Acquiring Person) for consideration per Right consisting of (i) one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof, or (ii) cash in an amount equal to the Purchase Price, in each case, pursuant to the terms of the Rights Agreement Agreement. Notwithstanding the foregoing, the Board is not empowered to effect such exchange at any time after any person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any such subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all affiliates and associates of such person, becomes the beneficial owner of 50% or more of the Common Shares then outstanding. At any time prior to such time as made between our there shall be an Acquiring Person, the Company and Mellon Investor Services LLCmay, as without the approval of any holder of the Rights, supplement or amend any provision of the Rights Agent, Agreement (including the date on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described belowwill occur, the amount of the Purchase Price or the definition of “Acquiring Person”), except that no supplement or amendment may be made that extends the Expiration Date or reduces the Redemption Price.
Appears in 1 contract
FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, ____ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 Signature Signature Guaranteed: The undersigned hereby certifies that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address1) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right CertificateCertificate are not being sold, assigned or transferred by or on behalf of a new Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate for the balance remaining of from any Person who is or was any such Rights shall be registered in the name of and delivered to: Please insert social security Acquiring Person or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: an Affiliate or Associate thereof. __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in on the Form of Assignment or foregoing Form of Election to Purchase, as the case may be, Purchase or Form of Assignment must conform correspond 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 Agreement) and such Assignment or Election to Purchase will not be honoredEXHIBIT C RIGHTS BENEFICIALLY OWNED BY ANY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE. Exhibit C SUMMARY OF RIGHTS TO PURCHASE SERIES A JUNIOR PREFERRED SHARES Introduction OF MONDAY LTD On May 25[ ], 20012002, the Board of Directors of our Monday Ltd (the "Company, Patina Oil & Gas Corporation, a Delaware corporation, ") declared a dividend distribution of one preferred share purchase right (a "Right") Right for each outstanding share of Class A common stockshares, par value $0.01 US$0.0001 per share ("Class A Common Shares") and Class X common shares, par value US$0.0001 per share, of the Company (together, the "Common Shares"). The dividend is payable on June 12, 2001 Rights will be issued to the stockholders holders of record of Common Shares outstanding at the close of business on June 12the date on which the initial public offering of Class A Common Shares is consummated (the "Record Date") and with respect to Common Shares issued thereafter until the Distribution Date (as defined below). Each Right, 2001when it becomes exercisable as described below, will entitle the registered holder to purchase from the Company one one- thousandth (1/1,000th) of a Series A Junior Preferred Share, par value US$0.0001 per share, of the Company (the "Preferred Shares") at a price of US$100.00 (the "Purchase Price"). Our Board has adopted this The description and terms of the Rights are set forth in a Rights Agreement dated as of [ ], 2002 as it may be amended from time to protect stockholders from coercive or otherwise unfair takeover tacticstime (the "Rights Agreement"), between the Company and [ ], as Rights Agent (the "Rights Agent"). In general terms, it works by imposing Until the earlier of (i) such time as the Company learns that a significant penalty upon any person or group (including any affiliate or associate of such person or group) has acquired, or obtained the right to acquire, beneficial ownership of more than 15% of the outstanding Common Shares (such person or group being called an "Acquiring Person"), and (ii) ten days (or such later date, if any, as may be designated by the Board of Directors of the Company) following the commencement of, or first public disclosure of an intention to commence, a tender or exchange offer for outstanding Common Shares which acquires could result in such person or group becoming the beneficial owner of more than 15% of the outstanding Common Shares (subject to certain exceptions), (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by certificates for Common Shares registered in the names of the holders thereof, which certificates for Common Shares shall also be deemed to be Right Certificates (as defined below) and not by separate Right Certificates. With respect to any certificate for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates along with a copy of this Summary of Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. Therefore, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. 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 thereafter evidence the Rights. The Rights are not exercisable until the Distribution Date and will expire at [ ], 2012 (the "Expiration Date"), unless earlier redeemed or exchanged by the Company as described below. The number of Preferred Shares or other securities issuable upon exercise of the Rights is subject to adjustment by the Board of Directors of the Company in the event of any change in the Common Shares or Preferred Shares, whether by reason of bonus issues, share dividends, share splits, subdivisions, recapitalizations, reclassifications, mergers, amalgamations, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares or otherwise. The Purchase Price and the number of Preferred Shares or other securities issuable upon exercise of the Rights are subject to adjustment from time to time in the event of the declaration of a stock dividend on the Common Shares payable in Common Shares or a subdivision or combination of the Common Shares prior to the Distribution Date. The Preferred Shares are authorized to be issued in fractions which are an integral multiple of one one-thousandth (1/1,000th) of a Preferred Share. The Company may, but is not required to, issue fractions of shares upon the exercise of Rights, and in lieu of fractional shares, the Company may make a cash payment based on the market price of such shares on the trading date immediately prior to the date of exercise or utilize a depositary arrangement as provided by the terms of the Preferred Shares. Subject to the right of the Board of Directors of the Company to redeem or exchange the Rights as described below, at such time as there is an Acquiring Person, the holder of each Right will thereafter have the right to receive, upon exercise thereof, for the Purchase Price, that number of one one-thousandths of a Preferred Share (or, at the option of the Board of Directors of the Company, such number of duly authorized, validly issued, fully paid and nonassessable Class A Common Shares) equal to the number of Class A Common Shares which at the time of such transaction would have a market value of twice the Purchase Price. Any Rights that are or were beneficially owned by an Acquiring Person on or after the Distribution Date will become null and void and will not be subject to the "flip-in" provision. In the event the Company is acquired in a merger, amalgamation or other business combination by an Acquiring Person that is a publicly traded corporation or 50% or more of our outstanding the Company's assets or assets representing 50% or more of the Company's earning power are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person that is a publicly traded corporation, proper provision must be made so that each Right will entitle its holder to purchase, for the Purchase Price, that number of common stock shares of such corporation which at the time of the transaction would have a market value of twice the Purchase Price. In the event the Company is acquired in a merger, amalgamation or other business combination by an Acquiring Person that is not a publicly traded entity or 50% or more of the Company's assets or assets representing 50% or more of the earning power of the Company are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person that is not a publicly traded entity, proper provision must be made so that each Right will entitle its holder to purchase, for the Purchase Price, at such holder's option, (i) that number of shares of the surviving corporation in the transaction with such entity (or, at such holder's option, of the surviving corporation in such acquisition, which could be the Company) which at the time of the transaction would have a book value of twice the Purchase Price or (ii) that number of shares of such entity which at the time of the transaction would have a book value of twice the Purchase Price or (iii) if such entity has an affiliate which has publicly traded common shares, that number of common shares of such affiliate which at the time of the transaction would have a market value of twice the Purchase Price. The "flip-over" provision only applies to a merger, amalgamation or similar business combination with an Acquiring Person. ANY RIGHTS THAT ARE OR WERE, AT ANY TIME ON OR AFTER THE DATE AN ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (OR A TRANSFEREE THEREOF) WILL BECOME NULL AND VOID AND ANY HOLDER OF ANY SUCH RIGHT (INCLUDING ANY SUBSEQUENT HOLDER) WILL BE UNABLE TO EXERCISE ANY SUCH RIGHT. The Rights are redeemable by the Board of Directors at a redemption price of US$0.01 per Right (the "Redemption Price") any time prior to the earlier of (i) such time as there is an Acquiring Person and (ii) the Expiration Date. Immediately upon the action of the Board electing to redeem the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. After there is an Acquiring Person the Board of Directors may elect to exchange each Right (other than Rights owned by an Acquiring Person) for consideration per Right consisting of one-half of the securities that would be issuable at such time upon the exercise of one Right pursuant to the terms of the Rights Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. At any time prior to such time as there shall be an Acquiring Person, the Company may, without the approval of our Board. The Rights Agreement should not interfere with any merger holder of the Rights, supplement or other business combination approved by our Board. For those interested in the specific terms amend any provision of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as (including the Rights Agent, date on May 25, 2001, we provide which the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of the agreement is available free of charge from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until Expiration Date or the Distribution Date described belowshall occur, the amount of the Purchase Price or the definition of "Acquiring Person"), except that no supplement or amendment shall be made that reduces the Redemption Price of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Monday LTD)
FORM OF ASSIGNMENT. (To be executed by In consideration of monies or other valuable consideration received from the Assignee(s) named below, the undersigned registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________ Holder of this Warrant Certificate hereby sells, assigns assigns, and transfers unto ___________________________________________________________ -------------------------------------------------------------------------------- the Assignee(s) named below (Please print name and address including the undersigned with respect to any Euro Warrants constituting a part of transfereethe Euro Warrants evidenced by this Warrant Certificate not being assigned hereby) -------------------------------------------------------------------------------- all of the right of the undersigned under this Right Warrant Certificate, together with all right, title and interest therein, respect to the number of Euro Warrants set forth below: Name(s) of Assignee(s): ----------------------------- Address: -------------------------------------------- No. of Euro Warrants: ------------------------------- Please insert social security or other identifying number of assignee(s): and does hereby irrevocably constitute and appoint ________________________ Attorney, the undersigned's attorney to make such transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________ ___________________ maintained for the purposes, with full power of substitution in the premises. In connection with any transfer of Euro Warrants, the undersigned confirms that without utilizing any general solicitation or general advertising that: CHECK ONE
(a) these Euro Warrants are being transferred in compliance with the exemption from registration under the U.S. Securities Act of 1933, as amended, provided by Rule 144A thereunder. OR
(b) these Euro Warrants are being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Warrant Certificate and the Euro Warrant Agreement. OR
(c) these Euro Warrants are being transferred pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended. If none of the foregoing boxes is checked, the Warrant Agent shall not be obligated to register the Euro Warrants in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Article VIII of the Euro Warrant Agreement shall have been satisfied. Dated: ------------------------- (Signature of Owner) ------------------------- (Street Address) ------------------------- (City) (State) (Zip Code) Signature GuaranteedGuaranteed By: ------------------------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member an "eligible guarantor institution" meeting the requirements of the National Association of Securities DealersWarrant Agent, Inc.which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Warrant Agent in addition to, or a commercial bank or trust company having an office or correspondent in substitution for, STAMP, all in accordance with the United StatesSecurities Exchange Act of 1934, as amended. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned hereby certifies represents and warrants that it is purchasing the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person Euro Warrant(s) for its own account or an Affiliate or Associate thereof (as defined in account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the Agreement). ___________________ Signature Form meaning of Reverse Side Rule 144A under the U.S. Securities Act of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: PATINA OIL & GAS CORPORATION 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 -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase1933, 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 Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board of Directors of our Company, Patina Oil & Gas Corporation, a Delaware corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on June 12, 2001 to the stockholders of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Mellon Investor Services LLC, as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summaryamended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding Carrier1 International S.A. as the undersigned has requested pursuant to Rule 144A or has determined not complete, to request such information and should be read together with that it is aware that the entire Rights Agreement, which has been filed with transferor is relying upon the Securities and Exchange Commission as an exhibit undersigned's foregoing representations in order to a Registration Statement on Form 8-A dated May 25, 2001. A copy of claim the agreement is available free of charge exemption from our Company. The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on May 25, 2001. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only registration provided by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.Rule 144A. Dated: -------------------------
Appears in 1 contract
FORM OF ASSIGNMENT. (To be executed signed only on transfer of warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ...................... the right represented by the registered holder if such holder desires within Warrant to transfer purchase shares of Common Stock of LeCroy Corporation to which the Right Certificate.) FOR VALUE RECEIVED ____________within Warrant relates, and appoints ____________________ hereby sells, assigns and transfers unto _______________Attorney to transfer such right on the books of LeCroy Corporation with full power of substitution in the premises. ▇▇▇▇▇: ____________________________________________ -------------------------------------------------------------------------------- (Please print Signature must conform to name and address of transfereeholder as specified on the face of the Warrant) -------------------------------------------------------------------------------- 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 Company, with full power of substitution. Dated: ___________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature 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: PATINA OIL & GAS CORPORATION 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 (Address) Signed in the name presence of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________________ ___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchangeEXHIBIT 2.2 COMMON STOCK PURCHASE WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, a member of the National Association of Securities DealersAS AMENDED (THE "ACT"), Inc.OR ANY STATE SECURITIES LAWS, or a commercial bank or trust company having an office or correspondent in the United StatesAND NO SALE OR TRANSFER HEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. The undersigned hereby certifies that the Rights evidenced by this No. W-3 Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ___________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction On May 25, 2001, the Board 10,000 Shares of Directors Common Stock of our Company, Patina Oil & Gas LeCroy Corporation LECROY CORPORATIO▇ Common Stock Purchase Wa▇▇▇▇▇ LeCroy Corporation, a Delaware corporationcorporation (the "Company"), declared a dividend of one preferred share hereby ce▇▇▇▇▇▇s that, for value received, Adwest Limited Partnership, or registered permitted assigns, is entitled, subject to the terms set forth below, to purchase right (a "Right") for each outstanding share from the Company at any time or from time to time before 5:00 P.M., Boston time, on June 30, 2006 fully paid and nonassessable shares of common stock, par value $0.01 .01 per share, of the Company ("Common Stock"), at a exercise price per share of $20.00 (such exercise price per share as adjusted from time to time as herein provided is referred to herein as the "Exercise Price"). The dividend number and character of such shares of Common Stock and the Exercise Price are subject to adjustment as provided herein. This Warrant is payable on June 12, 2001 one of a series of Common Stock Purchase Warrants (the "Warrants") evidencing the right to the stockholders purchase shares of record on June 12, 2001. Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms Common Stock of the Rights Company, issued pursuant to a certain Securities Purchase Agreement (the "Agreement"), dated as made of June 30, 1999, between our the Company and Mellon Investor Services LLCthe Purchasers (as defined therein), as the Rights Agent, on May 25, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated May 25, 2001. A copy of which is on file at the agreement is available free principal office of charge from our the Company. The Rightsholder of this Warrant shall be entitled to all of the benefits of the Agreement, as provided therein. Our Board authorized As used herein the issuance of a Right with respect to each outstanding share of common stock on May 25following terms, 2001. The Rights will initially trade withunless the context otherwise requires, and will be inseparable from, have the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after June 12, 2001 until the Distribution Date described below.following respective meanings:
Appears in 1 contract