Issue of Rights. Legend on Common Share Certificates 16
Issue of Rights. (a) Until the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board of Directors of the Company) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first- class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11(i) or 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are d...
Issue of Rights. LEGEND ON COMMON SHARE CERTIFICATES
Issue of Rights in the event of issue of rights during the period between the Determining Date and the last exercise date, the Offeree shall be offered identical rights in the same number for the Exercisable Shares subject matter of this Warrant which were not exercised by the Offeree, if he had exercised part of this Warrant that was not exercised by him prior allowed only concurrently with or following the Determining Date for issue of rights. Exercise of rights shall be allowed only with or after exercise of this Warrant.
Issue of Rights. 8 2.1 Creation and Issue of Rights 8 2.2 Terms of Rights 8 2.3 Rights Certificates 8 2.4 Signing of Rights Certificates 9 2.5 Certification by the Rights Agent 9 2.6 Holder Not a Shareholder 9 2.7 Issue in Substitution for Lost Rights Certificate 9 2.8 Register for Rights 10 2.9 Transfer of Rights 10 2.10 Transferee Entitled to Registration 11 2.11 Registers Open for Inspection 12 2.12 Ownership of Rights 12 2.13 Exchange of Rights Certificates 12 2.14 Principal Office 13 2.15 Principal Office 13 ARTICLE 3 ISSUANCE OF THE CVR PAYMENT AMOUNT 13 3.1 Achievement Certificate 13 3.2 Payment Procedure 13 3.3 Payment Mechanism 14 3.4 Cancellation of Rights 14 3.5 Rights Void 14 3.6 Accounting and Recording 14 ARTICLE 4 COVENANTS OF PAN AMERICAN 14 4.1 Escobal Mine 14 4.2 Agreements, Arrangements or Understandings 15 4.3 Sell or Dispose of Rights in Escobal Mine 15 4.4 Maintenance 15 4.5 Recordkeeping 16 4.6 Transferability 16 4.7 Holder Committee Member Insurance 16 4.8 To Pay Rights Agent Remuneration and Expenses 17 4.9 To Perform Covenants 17 4.10 Rights Agent May Perform Covenants 17 4.11 Creation and Issue of the Rights 18 4.12 Restrictions on Purchases by Pan American and Affiliates 18 ARTICLE 5 ROLE OF RIGHTS AGENT 18 5.1 Role as Rights Agent 18 ARTICLE 6 DISPUTE MECHANISM 19 6.1 Disputed Matters 19 6.2 Arbitration 19 6.3 Waiver of Default 19
Issue of Rights. (a) Until the earlier of (i) the close of business on the tenth day (or such later date as may be determined by the Board of Directors of the Company) after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Board of Directors of the Company) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of
Issue of Rights. 5 Section 4. Form of Rights Certificates ............................................................ 7 Section 5. Countersignature and Registration ...................................................... 8 Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates .......................................... 9 Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights .......................... 10 Section 8. Cancellation and Destruction of Rights Certificates .................................... 11 Section 9. Reservation and Availability of Capital Stock .......................................... 12 Section 10. Preferred Stock Record Date ............................................................ 13 Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights ............ 13 Section 12. Certificate of Adjusted Purchase Price or Number of Shares ............................. 21 Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power ................... 21 Section 14. Fractional Rights and Fractional Shares ................................................ 23 Section 15.
Issue of Rights. Effective as of the close of business on September 22, 2005, one right (a "Right") will be issued and attached to each outstanding Common Share of the Corporation. One Right will also be issued and attach to each Common Share of the Corporation (and any other share in the capital stock or voting interests of the Corporation entitled to vote generally in the election of directors other than directors to be elected by the Corporation's Junior Preference Shares) (collectively, "Voting Shares") issued thereafter, subject to the limitations set forth in the Rights Plan. Acquiring Person An Acquiring Person is a person that Beneficially Owns 20% or more of the outstanding Voting Shares. An Acquiring Person does not, however, include the Corporation or any Subsidiary of the Corporation, or any person that becomes the Beneficial Owner of 20% or more of the Voting Shares as a result of certain exempt transactions. These exempt transactions include where any person becomes the Beneficial Owner of 20% or more of the Voting Shares as a result of, among other things: (i) specified acquisitions of securities of the Corporation, (ii) acquisitions pursuant to a Permitted Bid or Competing Permitted Bid (as described below), (iii) specified distributions of securities of the Corporation, (iv) certain other specified exempt acquisitions including for portfolio managers, mutual funds and other similar entities with no present intention to take control of the Corporation, and (v) transactions to which the application of the Rights Plan has been waived by the Board. An Acquiring Person also does not include any Person that owned 20% or more of the outstanding Voting Shares at the Effective Time unless that person increases its percentage interest in the voting shares other than pursuant to one of the previously mentioned transactions.
Issue of Rights. Legend on Common Share Certificates 17 2.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights 18 2.3 Adjustments to Exercise Price; Number of Rights 21 2.4 Date on Which Exercise Is Effective 26 2.5 Execution, Authentication, Delivery and Dating of Rights Certificates 27 2.6 Registration, Transfer and Exchange 27 2.7 Mutilated, Destroyed, Lost and Stolen Rights Certificates 28 2.8 Persons Deemed Owners of Rights 29 2.9 Delivery and Cancellation of Certificates 29 2.10 Agreement of Rights Holders 29 2.11 Holder of Rights Not Deemed a Shareholder 30 ARTICLE 3 - ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF A FLIP-IN EVENT 31
Issue of Rights. (a) Until the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board of Directors of the Company) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding
