Right Agent Sample Clauses
Right Agent. As of November 17, 1998, collectively, 10,242,262 shares of UNUM Common Stock were subject to options ("UNUM Stock Options") granted under the 1998 Goals Stock Option Plan, 1996 Long-Term Stock Incentive Plan, 1990 Long-Term Stock Incentive Plan and the 1987 Executive Stock Option Plan of UNUM (collectively, the "UNUM Stock Plans"). As of November 17, 1998, there were 15,857,738 shares of UNUM Common Stock reserved for issuance under the UNUM Stock Plans. Except as set forth above, at the close of business on November 17, 1998, no shares of capital stock or other voting securities of UNUM were issued, reserved for issuance or outstanding. There are no outstanding SARs or rights (other than the UNUM Stock Options) to receive shares of UNUM Common Stock on a deferred basis granted under the UNUM Stock Plans or otherwise. Schedule 3.02(c) of the UNUM Disclosure Schedule sets forth a true and complete list, as of November 17, 1998, of all UNUM Stock Options, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of UNUM are, and all shares which may be issued pursuant to the UNUM Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of UNUM having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of UNUM may vote are issued or outstanding. Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which UNUM or any of its subsidiaries is a party or by which any of them is bound obligating UNUM or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of UNUM or any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of UNUM or any of its subsidiaries, or obligating UNUM or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or underta...
Right Agent. The Rights Agent or any successor Rights Agent ---------------------- may resign and be discharged from its duties under this Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred shares by registered or certified mail and to the holders of the Right Certificates by first- class mail. The Company may remove the Rights Agent or any successor rights Agent upon 30 days' notice in writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first- class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated rights Agent or by the holder of a right Certificate (who shall, with such notice, submit such holder's Right Certificate for inspection by the company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or trust company organized and doing business under the laws of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has individually or combined with an affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million dollars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each tr...