Appears in 2 contracts

Samples: Rights Agreement (Software Spectrum Inc), Rights Agreement (Software Spectrum Inc)

Appears in 2 contracts

Samples: Rights Agreement (Texas Industries Inc), Rights Agreement (Texas Industries Inc)

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 States~~Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ 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, 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. ~~------------------------------ Signature~~ EXHIBIT C TO RIGHTS AGREEMENT AVIGEN, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES On ~~December 13~~November 21, ~~1996~~2008, the Board of Directors of ~~SOFTWARE SPECTRUM~~AVIGEN, INC. ., a Delaware corporation (the "“Company") ”), declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "“Right"”) for each outstanding share of ~~Common Stock~~common stock, ~~$.01~~ par value $0.001 per share (the "“Common ~~Stock"~~Shares”), of the Company. The ~~distribution~~ dividend is ~~payable~~ effective as of the close of business on December 311, ~~1996~~ 2008 (the “Record Date”) with respect to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-hundredth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $0.001 per share (the "“Preferred ~~Stock")~~ Shares”), of the Company at a price of ~~$ 150.00~~ $8.00 per one one-~~thousandth~~ hundredth of a ~~share of~~ Preferred ~~Stock~~ Share (the "“Purchase Price"”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of one hundred (100) Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 21, 2008 (the "“Rights Agreement") ”), between the Company and ~~KeyCorp Shareholder Services, Inc., as Rights Agent~~ American Stock Transfer & Trust Co. LLC (the "“Rights Agent"”). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 2 contracts

Samples: Rights Agreement (Avigen Inc \De), Rights Agreement (Avigen Inc \De)

Signature Guaranteed. ~~Signatures~~ (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. --------------------------------------------------------------------------------~~ States or by a member firm of a registered securities exchange or the National Association of Securities Dealers, Inc.) (to To be ~~completed if applicable~~signed only upon assignment of Warrant) ~~The~~ FOR VALUE RECEIVED, 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 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13sells, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description assigns and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have transfers the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned purchase ________ Shares represented by the ~~Acquiring Person~~ within Warrant Certificate unto, and requests that a Certificate for such warrant be issued in the name of ----------------------------------------------------------------------------- (~~which will thereafter be void), will thereafter have the right~~ Name and Address of Assignee Must Be Printed or Typewritten) ----------------------------------------------------------------------------- hereby irrevocably constituting and appointing ____________________ as Attorney to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time transfer said Warrants on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder books of the Company, ~~including~~with full power of substitution in the premises and, if said number of Shares shall not be all of the Shares purchasable under the within Warrant certificate, that a new Warrant certificate for the balance of such Shares purchasable under the within Warrant certificate be registered in the name of the undersigned Holder and delivered to such Holder's address as then set forth on the Company's books. Dated: ------------------------------- --------------------------------------- Signature of Registered Holder Note: The signature on this assignment must correspond with the name as it appears upon the face of the within Warrant certificate in every particular, without ~~limitation~~alteration or enlargement or any change whatever. Signature Guaranteed: ------------------------------ (Signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or by a member firm of a registered securities exchange or the National Association of Securities Dealers, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.Inc.)

Appears in 2 contracts

Samples: Warrant Agreement (Fidelity National Financial Inc /De/), Warrant Agreement (Cke Restaurants Inc)

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. -------------------------------------------------------------------------------- (to To be completed if applicable) The undersigned hereby certifies that the (1) 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)) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. ~~------------------------------~~ -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company 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, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES On ~~December 13~~February 4, ~~1996~~1998, the Board of Directors of ~~SOFTWARE SPECTRUM, INC.~~ Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one ~~preferred stock purchase right~~ Preferred Share Purchase Right (a "Right") for each outstanding ~~share of~~ Common ~~Stock~~Share, ~~$.01~~ par value $6.25 per share, of the Company (the "Common ~~Stock~~Shares"), . The following is a summary of the ~~Company. The distribution is payable on December 31, 1996 to~~ terms of the ~~shareholders of record on December 16, 1996~~Rights. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ two-hundredth of a ~~share of the Company's~~ Series A Junior Participating Cumulative Preferred ~~Stock~~ Share, par value $1.00 per share, of the Company (the "Preferred ~~Stock~~Shares") ), at a price of $ ~~150.00~~ 210 per one ~~one~~two-~~thousandth~~ hundredth of a ~~share of~~ Preferred ~~Stock~~ Share, subject to adjustment (the "Purchase Price")~~, subject to adjustment~~. The description and terms of the Rights are set forth in a Rights ~~Agreement~~ Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement") ), between the Company and ~~KeyCorp Shareholder Services, Inc.~~The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). ~~Until~~ Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the ~~tenth day following~~ time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") ~~acquired~~ acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding ~~shares~~ Common Shares of the ~~Common Stock (the "Share Acquisition Date") or~~ Company and (ii) ~~the tenth~~ ten business ~~day~~ days (~~or such later date as may be~~ or, if determined by ~~action of~~ the Board of ~~Directors prior to such time as any person~~ Directors, a specified or ~~group of affiliated or associated persons becomes an Acquiring Person~~unspecified later date) ~~after~~ following the commencement ~~of,~~ or announcement of an intention to ~~commence,~~ make a tender offer or exchange offer which, if successful, would cause the ~~consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect~~ bidder to ~~any~~ own 20% or more of the outstanding Common ~~Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto~~Shares. The Rights Agreement provides that, until the Distribution ~~Date~~ Date, (~~or earlier redemption or expiration of the Rights),~~ i) the Rights will be transferred with and only with the Common ~~Stock. Until the Distribution Date~~ Shares, (~~or earlier redemption or expiration of the Rights),~~ ii) new Common ~~Stock~~ Share certificates issued after ~~December 16~~February 24, ~~1996~~1998, upon transfer or new issuance of the Common ~~Stock~~Shares, will contain a notation incorporating the Rights Agreement by ~~reference. Until the Distribution Date~~ reference and (~~or earlier redemption or expiration of the Rights),~~ iii) the surrender for transfer of any of the Common ~~Stock~~ Share certificates outstanding ~~as of December 16, 1996, even without a copy of this Summary of Rights attached thereto,~~ will also constitute the transfer of the Rights associated with the Common ~~Stock~~ Shares represented by such certificate. As soon as practicable following the Distribution Date, separate ~~certificates evidencing the Rights ("~~Right ~~Certificates")~~ Certificates will be mailed to holders of record of the Common ~~Stock~~ Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on ~~December 31~~February 24, ~~2006~~2008, ~~(the "Final Expiration Date") unless the Final Expiration Date is extended or~~ unless earlier redeemed or exchanged by the ~~Company, in each case,~~ Company as described below. ~~47 Each share~~ In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of ~~Preferred Stock purchasable~~ a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the ~~Rights will~~ Right, that number of common shares of the acquiring company which at the time of such transaction would have a ~~minimum preferential quarterly dividend rate~~ market value (as defined in the Rights Agreement) of ~~$ 10.00 per share, but will be entitled to an aggregate dividend of 1,000~~ two times the ~~dividend declared on one share~~ Purchase Price of the ~~Common Stock~~Right. In the event ~~of liquidation~~that, after the Stock Acquisition Time, the ~~holders~~ Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred ~~Stock will receive~~ Shares, other equity securities of the Company, debt securities of the Company, other property or a ~~preferential liquidation payment~~ combination thereof) having a market value (as defined in the Rights Agreement) of ~~$1,000 per share~~two times the Purchase Price of the Right. Notwithstanding any of the foregoing, ~~but~~ following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be ~~entitled to receive~~ null and void. A person will not be an ~~aggregate liquidation payment equal to 1,000 times~~ Acquiring Person if the ~~payment made on one share~~ Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common ~~Stock~~Shares so that such person or group is no longer an Acquiring Person. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. 2 The Purchase Price payable, and the number of ~~shares of the~~ Preferred ~~Stock~~ Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of of, the Preferred ~~Stock~~Shares, (ii) upon the grant to holders of ~~the~~ Preferred ~~Stock~~ Shares of certain rights or warrants to subscribe for ~~shares of the~~ Preferred ~~Stock~~ Shares or convertible securities at less than the ~~then-~~current market price of ~~the~~ Preferred ~~Stock~~ Shares or (iii) upon the distribution to holders of ~~the~~ Preferred ~~Stock~~ Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends ~~out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid~~ or dividends payable in ~~the~~ Preferred ~~Stock~~Shares) or of subscription rights or warrants (other than those referred to above). The number of ~~outstanding~~ Rights and ~~the~~ number of ~~one one-thousandths of a share of~~ Preferred ~~Stock~~ Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock ~~split of the Common Stock~~ split, combination or a stock dividend on the Common ~~Stock payable~~ Shares. With certain exceptions, no adjustment in ~~shares of Common Stock or subdivisions, consolidations or combinations as of~~ the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision Purchase Price will be ~~made so that each holder~~ required until cumulative adjustments require an adjustment of ~~a Right will thereafter have the right to receive, upon the exercise thereof~~ at ~~the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of~~ least 1% in such ~~transaction would have a market value of two times the exercise price of the Right~~Purchase Price. ~~In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision~~ No fractional Preferred Shares will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights issued (other than ~~Rights owned by such person or group~~ fractions which ~~will have become void) in whole or in part, at an exchange ratio~~ are integral multiples of one ~~share of Common Stock, or one one~~two-~~thousandth~~ hundredth of a Preferred Share ~~per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas~~which may, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder election of the Company, ~~including~~be evidenced by depositary receipts) and, ~~without limitation~~in lieu thereof, an adjustment in cash will be made based on the ~~right to vote or to receive dividends. A copy~~ market price of the ~~Rights Agreement has been filed with~~ Preferred Shares on the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference last trading date prior to the ~~Rights Agreement, which is hereby incorporated herein by reference~~date of exercise.

Appears in 2 contracts

Samples: Rights Agreement (Phelps Dodge Corp), Rights Agreement (Phelps Dodge Corp)

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a ~~member firm of a registered national securities exchange~~bank, ~~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 States~~1934. -------------------------------------------------------------------------------- (to To be completed if ~~applicable~~true) The undersigned hereby ~~certifies~~ represents, for the benefit of the Company and all holders of Rights and shares of Common Stock, that the Rights evidenced by this ~~Right~~ Rights Certificate are ~~not beneficially owned~~ not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ~~------------------------------~~ -------------------------- Signature ~~SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996~~-------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the ~~Board of Directors of SOFTWARE SPECTRUM, INC. (~~Company will deem the ~~"Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"),~~ Beneficial Owner of the ~~Company~~Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: ACCREDO HEALTH, INCORPORATED The ~~distribution is payable on December 31, 1996~~ undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the ~~shareholders of record on December 16, 1996. Each Right entitles the registered holder~~ attached Rights Certificate to purchase ~~from~~ the ~~Company one one- thousandth~~ shares of ~~a share of the Company's~~ Series A Junior Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of and delivered to: Name: -------------------------------------------------------- Address: ----------------------------------------------------- Social Security or other Taxpayer ID No.: -------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name: -------------------------------------------------------- Address: ----------------------------------------------------- Social Security or other Taxpayer ID No.: -------------------- Dated: _________________, ______ Signature Guaranteed: ---------------------------------------- Signature (Signature must correspond to name as written upon the ~~"Preferred Stock"~~face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) at Signatures must be guaranteed by an eligible guarantor institution (a ~~price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price")~~bank, ~~subject~~ stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to ~~adjustment. The description and terms~~ Rule 17Ad-15 of the ~~Rights are set forth in a Rights Agreement~~ Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (to be completed if true) The undersigned hereby represents, for the ~~"Rights Agreement") between~~ benefit of the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary all holders of Rights ~~attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with~~ and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. Exhibit B CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF ACCREDO HEALTH, INCORPORATED Pursuant to Section 151 of the Delaware General Corporation Law Accredo Health, Incorporated, a corporation organized under the laws of the State of Delaware (the "Corporation"), hereby certifies that, pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors on April 17, 2003, adopted the following resolution creating a series of one hundred thousand (100,000) shares of Preferred Stock designated as Series A Junior Participating Preferred Stock: RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right this Corporation (the "~~Redemption Price~~Board"~~). Immediately upon~~ ) in accordance with the ~~action~~ provisions of its Certificate of Incorporation, as amended, a series of Preferred Stock of the ~~Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof~~Corporation be and it hereby is created, and ~~upon such election,~~ that the ~~right to exercise the Rights will terminate~~ designation and amount thereof and the ~~only right~~ voting rights or powers, preferences and relative, participating, optional and other special rights of ~~the holders of Rights will be to receive the Redemption Price, or~~ the shares of ~~Common Stock~~ such series, and the qualifications, limitations or ~~Preferred Stock exchangeable for the Rights,~~ restrictions thereof are as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.follows:

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Accredo Health Inc), Stockholder Protection Rights Agreement (Accredo Health Inc)

Signature Guaranteed. Signatures must be guaranteed by ~~a member firm~~ an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program). [Form of ~~a registered national securities exchange, a member~~ Reverse Side of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (to be completed if applicable) Right Certificate continued] Certificate The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.4.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement). ~~------------------------------~~ DATED: ___________, _____ Signature NOTICE The signature in the foregoing Forms of Assignment and Election to 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, such assignment or election to purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES On ~~December~~ March 13, ~~1996~~2020, the Board of Directors ~~of SOFTWARE SPECTRUM, INC.~~ (the "“Board”) of Ashford Inc. (the “Company"”) declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "“Right"”) for each outstanding share of Common Stock, ~~$.01~~ par value $0.001 per share (the "“Common ~~Stock"~~Shares”), of outstanding on March 23, 2020 (the ~~Company. The distribution is payable on December 31, 1996~~ “Record Date”) to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-thousandths of a share of Series E Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company~~'s Series A Junior Participating Preferred Stock (the "Preferred Stock")~~ , at a price of ~~$ 150.00~~ $275 per one one-~~thousandth~~ thousandths of a ~~share of~~ Preferred ~~Stock~~ Share represented by a Right (the "“Purchase Price"”), subject to adjustment. The description and terms of the Rights are set forth in a the Rights Agreement ~~(the "Rights Agreement")~~ dated as of March 13, 2020, by and between the Company and ~~KeyCorp Shareholder Services~~Computershare Trust Company, ~~Inc.~~N.A., a federally chartered trust company, as Rights Agent (as may be amended from time to time, the "“Rights ~~Agent"~~Agreement”). Until the earlier to occur of (i) ~~the tenth day~~ 10 business days following a public announcement that a person or group of affiliated or associated persons ~~(an "Acquiring Person")~~ has acquired beneficial ownership of 2010% or more of the outstanding ~~shares~~ Common Shares (with certain exceptions as described below, an “Acquiring Person”) (or, in the event an exchange is effected in accordance with Section 24 of the ~~Common Stock (~~Rights Agreement and the ~~"Share Acquisition Date"~~Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement) or (ii) ~~the tenth~~ 10 business ~~day~~ days (or such later date as may be determined by action of the Board ~~of Directors~~ prior to such time as any person ~~or group of affiliated or associated persons~~ becomes an Acquiring Person) ~~after~~ following the commencement of, or announcement of an intention to ~~commence~~make, a tender offer or an exchange offer the consummation of which would result in ~~any~~ the beneficial ownership by a person ~~becoming an Acquiring Person~~ or group of 10% or more of the outstanding Common Shares (the earlier of such ~~dates being called~~ dates, the "“Distribution Date"”), the Rights will be evidenced, with respect to any of the Common ~~Stock~~ Share certificates outstanding as of ~~December 16, 1996~~the Record Date, by such Common ~~Stock~~ Share certificate with a copy of this Summary of Rights attached thereto. ~~The Rights Agreement provides that~~A Person shall not be deemed to be an “Acquiring Person” if (i) such Person, ~~until~~ on the ~~Distribution Date (or earlier redemption or expiration~~ date of the ~~Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration~~ first public announcement of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer adoption of the Rights ~~associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date~~Agreement, ~~separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders~~ is a Beneficial Owner of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 5010% or more of the ~~outstanding shares of~~ Common ~~Stock, the Board of Directors~~ Shares of the Company ~~may exchange~~ then outstanding, (a “Grandfathered Stockholder”); provided, however, that Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxxx, Xx. and their respective Affiliates and Associates shall not be deemed to be an Acquiring Person; provided, further, that if a Grandfathered Stockholder becomes, after the ~~Rights~~ Record Date, the Beneficial Owner of additional Common Shares (other than ~~Rights owned~~ Common Shares acquired solely as a result of corporate action of the Company not caused, directly or indirectly, by such ~~person or group which will have become void~~Person) ~~in whole or in part,~~ at ~~an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At~~ any time ~~prior to 5:00 P.M. Dallas, Texas time on~~ such that the ~~earliest~~ Grandfathered Stockholder is or thereby becomes the Beneficial Owner of ~~(i)~~ 10% or more of the ~~Share Acquisition Date, (ii) the tenth business day~~ Common Shares then outstanding (or such ~~later date~~ other percentage as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would otherwise result in ~~any person~~ such Person becoming an Acquiring Person), ~~or (iii) the Final Expiration Date~~then such Grandfathered Stockholder shall be deemed an Acquiring Person; provided, ~~the Board of Directors of the Company may redeem the Rights in whole~~however, ~~but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately~~ that upon the ~~action~~ first decrease of ~~the Board of Directors of the Company electing to redeem or exchange the Rights~~a Grandfathered Stockholder’s Beneficial Ownership below 10%, ~~the Company~~ such Grandfathered Stockholder shall ~~make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will~~ no longer be ~~to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until~~ considered a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by referenceGrandfathered Stockholder.

Appears in 1 contract

Samples: Rights Agreement (Ashford Inc.)

Signature Guaranteed. ~~Signatures must be guaranteed by a member firm~~ Exhibit B [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM] [Face of ~~a registered national securities exchange~~Global Warrant Certificate] [[1: The] [2: Prior to , ~~a member~~ the] beneficial ownership of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (to be completed if applicable) The undersigned hereby certifies that the Rights any Warrants evidenced by this ~~Right~~ Global Warrant Certificate ~~are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in~~ may be transferred only together with the ~~Rights Agreement)~~beneficial ownership of the Temporary Global Security referred to herein to which this Global Warrant Certificate was initially attached.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN X.X. XXXXXX CHASE & CO. ~~------------------------------ Signature SUMMARY OF RIGHTS~~ GLOBAL WARRANT CERTIFICATE REPRESENTING __________ WARRANTS TO PURCHASE ~~PREFERRED STOCK On December 13~~OF UP TO __________ PRINCIPAL AMOUNT OF [Title of Warrant Securities] VOID AFTER [TIME], ~~1996~~ON 20 . This Global Warrant Certificate evidences warrants (the "Warrants") representing the right to purchase, subject to the ~~Board~~ terms and conditions hereof and of ~~Directors~~ the Debt Warrant Agreement referred to below, at any time [after [time] on 20 and] on or before the [time] in [location] on 20 up to aggregate principal amount of ~~SOFTWARE SPECTRUM, INC.~~ [Title of Warrant Securities] (the "Warrant Securities") of X.X. Xxxxxx Xxxxx & Co. (the "Company") ~~declared~~ issued and to be issued under the Indenture (as hereinafter defined), on the following basis: on 20 the exercise price of each Warrant will be ; during the period from 20 through and including 20 the exercise price of each Warrant will be plus [accrued amortization of the original issue discount] [accrued interest] from 20 on 20 the exercise price of each Warrant will be during the period from 20 through and including 20 the exercise price of each Warrant will be plus [accrued amortization of the original issue discount] [accrued interest] from 19 [; in each case, the original issue discount will be amortized at a ~~dividend distribution~~ % annual rate, computed on an annual basis using the "interest" method and using a 360-day year consisting of ~~one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value~~ twelve 30-day months] (the "~~Common Stock~~Warrant Price"). [The original issue discount of each principal amount of Warrant Securities is .] Beneficial owners of Warrants represented by this Global Warrant Certificate may cause such Warrants to be exercised only by transmitting by tested telex or by delivering or causing to be delivered to Euroclear Bank, as operator of the Euro-clear System (the "Euro-clear Operator"), of in Brussels, Belgium, or to Clearstream Banking S.A. ("Clearstream") in [Luxembourg], a warrant exercise notice, substantially in the ~~Company. The distribution is payable on December 31, 1996~~ form attached as Exhibit D to the ~~shareholders of record on December 16, 1996. Each Right entitles the registered holder~~ Debt Warrant Agreement referred to ~~purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock~~ below (the "~~Preferred Stock~~Warrant Exercise Notice"~~) at a price~~ ), copies of ~~$ 150.00 per one one~~which will be available from the Euro-~~thousandth of a share of Preferred Stock~~ clear Operator or Clearstream or from [name or Warrant Agent], or its successor as warrant agent (the "~~Purchase Price~~Warrant Agent"~~), subject to adjustment. The description and terms of~~ ) under the ~~Rights are set forth in a Rights~~ Debt Warrant Agreement (the "~~Rights~~ Debt Warrant Agreement") dated as of 20 between the Company and the Warrant Agent. The Warrant Exercise Notice shall specify, among other things, the aggregate principal amount of Warrant Securities to be purchased on exercise of the Warrants, the account number or numbers on the records of the Euro-clear Operator or Clearstream to which the Warrants being exercised [2: and, if prior to 20 the Offered Securities (as defined below)] to which such Warrants are attached are credited, the account number to be debited for the Warrant Price of each Warrant being exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the interest payment date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the regular record date in respect of such Warrant Securities, if any, for such interest payment date, but on or before the immediately succeeding interest payment date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)), the account number to which the Warrant Securities issued on exercise of the Warrants are to be credited and the form in which Warrant Securities are to be issued. A Warrant Exercise Notice must be received by the Euro-clear Operator or Clearstream prior to [time] (Brussels or [Luxembourg] time, as the case may be) on the business day next preceding the Exercise Date (as defined in such Warrant Exercise Notice). The delivery to the Euro-clear Operator or Clearstream, as the case may be, of a Warrant Exercise Notice shall constitute an irrevocable election to purchase the aggregate principal amount of Warrant Securities specified therein. Any whole number of Warrants evidenced by this Global Warrant Certificate may be exercised to purchase Warrant Securities in bearer or registered form in denominations of [ or , in the case of Warrant Securities in bearer form, and of and any integral multiple thereof, in the case of Warrant Securities in registered form; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico (the "United States"). The Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby may be cancelled in the manner and under the circumstances described in the Debt Warrant Agreement. Notice of cancellation of the Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby shall be given by publication in the manner described in the Debt Warrant Agreement. This Global Warrant Certificate is issued under and in accordance with the Debt Warrant Agreement between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Debt Warrant Agreement, to all of which terms and provisions the holder hereof consents by acceptance hereof. Copies of the Debt Warrant Agreement and the form of Warrant Securities are on file at the above-mentioned office of the Warrant Agent [and at ]. [The Warrant Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Global Warrant Certificate will be issued under and in accordance with an Indenture dated as of [ ], 2001 (the "Indenture") between the Company and ~~KeyCorp Shareholder Services, Inc.~~Bankers Trust Company, as ~~Rights Agent~~ Trustee (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution DateTrustee"), ~~the Rights~~ and will be ~~evidenced, with respect~~ subject to ~~any~~ the terms and provisions contained in the Indenture. Copies of the ~~Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until~~ Indenture and the ~~Distribution Date (or earlier redemption or expiration~~ form of the ~~Rights),~~ Warrant Securities are on file at the ~~Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration~~ corporate trust office of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date Trustee [and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.]

Appears in 1 contract

Samples: Warrant Agreement (J P Morgan Chase & Co)

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Rare Hospitality International Inc)

Signature Guaranteed. Signatures must be guaranteed by ~~a member firm~~ an “eligible guarantor institution” as defined in Rule l7Ad-15 promulgated under the Securities Exchange Act of ~~a registered national securities exchange~~1934, ~~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~~as amended. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ 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, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the 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. ~~------------------------------ Signature~~ (EXHIBIT C TO RIGHTS PLAN) AUTOBYTEL INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES On ~~December 13~~July 30, ~~1996~~2004, the Board of Directors of ~~SOFTWARE SPECTRUM,~~ AUTOBYTEL INC. (the "“Company"”) declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "“Right"”) for each outstanding share of ~~Common Stock~~common stock, ~~$.01~~ par value $0.001 per share (the "“Common ~~Stock"~~Shares”), of the Company. The ~~distribution~~ dividend is ~~payable on December 31~~effective as of August 10, ~~1996~~ 2004 (the “Record Date”) with respect to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-hundredth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $0.001 per share (the "“Preferred ~~Stock")~~ Shares”), of the Company at a price of ~~$ 150.00~~ $65.00 per one one-~~thousandth~~ hundredth of a ~~share of~~ Preferred ~~Stock~~ 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 of July 30, 2004 (the ~~"Rights~~ “Agreement") ”), between the Company and ~~KeyCorp Shareholder Services, Inc., as Rights Agent~~ U.S. Stock Transfer Corporation (the "“Rights Agent"”). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Autobytel Inc)

Signature Guaranteed. ~~Signatures must be guaranteed by~~ Participant in a ~~member firm of a registered national securities exchange~~Recognized Signature Guarantee Medallion Program By: --------------------------------- Authorized Signatory EXHIBIT B FORM OF NOTATION OF GUARANTEE For value received, ~~a member of~~ each Guarantor (which term includes any successor Person under the ~~National Association of Securities Dealers~~Indenture) has, ~~Inc.~~jointly and severally, ~~or a commercial bank or trust company having an office or correspondent~~ unconditionally guaranteed, to the extent set forth and subject to the provisions in the ~~United States. --------------------------------------------------------------------------------~~ Indenture (~~to be completed if applicable)~~ the "Indenture"), dated as of May 22, 2006, among 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 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13Greenbrier Companies, ~~1996, the Board of Directors of SOFTWARE SPECTRUM, INC.~~ Inc. (the "Company"~~) declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock~~), ~~$.01 par value~~ the guarantors party thereto, U.S. Bank National Association, as trustee (the "~~Common Stock~~Trustee"), (a) the due and punctual payment of the ~~Company~~principal of, premium, if any, and interest (including Contingent Interest and Additional Interest, if any) on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest (including Contingent Interest and Additional Interest, if any) on the Notes, if any, if lawful, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due, whether at stated maturity, by acceleration or otherwise. The ~~distribution is payable on December 31, 1996~~ obligations of the Guarantors to the ~~shareholders of record on December 16, 1996. Each Right entitles~~ Holders and to the ~~registered holder~~ Trustee pursuant to ~~purchase from~~ the ~~Company one one- thousandth of a share~~ Subsidiary Guarantee and the Indenture are expressly set forth in Article XIII of the ~~Company's Series A Junior Participating Preferred Stock (~~Indenture and reference is hereby made to the ~~"Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (~~Indenture for the ~~"Purchase Price"), subject to adjustment. The description and~~ precise terms of the ~~Rights~~ Subsidiary Guarantee, which terms are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement incorporated here by reference. ~~Until~~ Each Holder of a Note, by accepting the ~~Distribution Date~~ same, (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented a) agrees to and shall be bound by such ~~certificate~~provisions and (b) appoints the Trustee attorney-in-fact of such Holder for such purpose. ~~As soon as practicable following~~ Capitalized terms used but not defined herein have the ~~Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed~~ meanings given to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, them in the ~~event of any merger~~Indenture. [Signature Page Follows] GREENBRIER-CONCARRIL, ~~consolidation or other transaction in which shares of Common Stock are exchanged~~LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER LEASING COMPANY LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER LEASING LIMITED PARTNER, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividendLLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER MANAGEMENT SERVICES, ~~liquidation and voting rights~~LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER LEASING, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.L.P. By: ------------------------------------ Name: ---------------------------------- Title: ---------------------------------

Appears in 1 contract

Samples: Greenbrier Companies Inc

Signature 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 exchange~~1934, ~~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~~as amended. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ --------------------------------------------------------------- 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)~~. ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996~~; and (2) after due inquiry and to the best of the knowledge of the undersigned, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of undersigned did not acquire the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person evidenced by this Right Certificate from any Person who is or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become was an Acquiring Person, ~~proper provision will be made so that each holder of a~~ an Interested Stockholder, or an Affiliate or Associate thereof. ----------------------------------- Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ELECTION TO PURCHASE (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY THE RIGHT CERTIFICATE.) To American Stock Transfer & Trust Company: The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right ~~will thereafter have~~ Certificate to purchase the ~~right to receive,~~ Preferred Shares issuable upon the exercise ~~thereof at~~ of such Rights and requests that certificates for such Preferred Shares be issued in the ~~then current exercise price of the Right, that~~ name of: Please insert social security or other identifying number: ______________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of ~~shares of common stock of~~ Rights shall not be all the ~~acquiring company which at~~ Rights evidenced by this Right Certificate, a new Right Certificate for the ~~time~~ balance remaining of such ~~transaction would have a market value~~ Rights shall be registered in the name of ~~two times the exercise price of the Right. In the event that any person~~ and delivered to: Please insert social security or ~~group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right,~~ other ~~than Rights that were or are beneficially owned by the Acquiring Person~~ identifying number: ______________ -------------------------------------------------------------------------------- (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person Please print name and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become voidaddress) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.Dated: ------------------- -------------------------------- Signature

Appears in 1 contract

Samples: Isis Pharmaceuticals Inc

Signature Guaranteed. (Signatures must be guaranteed by an eligible guarantor institution (a ~~member firm of a registered national securities exchange~~bank, ~~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 Act of ~~Securities Dealers~~1934.) NOTICE Each signature to the foregoing Form of Assignment, ~~Inc.~~the Form of Election to Purchase, and the related Certificates, as the case may be, must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or ~~a commercial bank~~ enlargement or ~~trust company having an office or correspondent~~ any change whatsoever. If the Certificate set forth above in the ~~United States. -------------------------------------------------------------------------------- (~~Form of Assignment or the Form of Election to be Purchase, as the case may be, is not completed ~~if applicable) The undersigned hereby certifies that~~ and signed, the Company and the Rights Agent will deem the Rights evidenced by this Right Certificate ~~are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (~~to be void as ~~defined~~ provided in ~~the Rights Agreement). ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company"~~Section 11(a)(iii) declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement ~~has been filed with the Securities~~ and ~~Exchange Commission as an~~ such Form of Assignment or Form of Election to Purchase will not be honored. Exhibit ~~to a Registration Statement on Form 8-~~C UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS HELD BY A ~~dated December 16~~PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF, ~~1996~~WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. ~~A copy of the Rights Agreement is available free of charge from the Rights Agent~~HARVARD INDUSTRIES, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.INC. SUMMARY OF STOCKHOLDER RIGHTS AGREEMENT

Appears in 1 contract

Samples: Rights Agreement (Harvard Industries Inc)

Signature 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 exchange~~1934, ~~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~~as amended. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ 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, 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. ~~------------------------------ Signature~~ EXHIBIT C ESOFT, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES (Exhibit C to Rights Plan) On ~~December 13~~November 30, ~~1996~~2001, the Board of Directors of ~~SOFTWARE SPECTRUM~~eSoft, ~~INC.~~ Inc. (the "Company") declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "Right") for each outstanding share of ~~Common Stock~~common stock, ~~$.01~~ par value $0.01 per share (the "Common ~~Stock~~Shares"), of the Company. The ~~distribution~~ dividend is ~~payable on~~ effective as of December 3124, ~~1996~~ 2001 (the "Record Date") with respect to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-hundredth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $0.01 per share (the "Preferred ~~Stock~~Shares") ), of the Company at a price of ~~$ 150.00~~ $9.00 per one one-~~thousandth~~ hundredth of a ~~share of~~ Preferred ~~Stock~~ 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 of November 30, 2001 (the "Rights Agreement") ), between the Company and ~~KeyCorp Shareholder Services~~Computershare Trust Company, ~~Inc., as Rights Agent~~ Inc. (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Esoft Inc)

Signature Guaranteed. ~~Signatures must be guaranteed by~~ Participant in a ~~member firm~~ Recognized Signature Guarantee Medallion Program By: --------------------------------- Authorized Signatory A-19 TRANSFER CERTIFICATE(4) Re: 2.375% Convertible Senior Notes due 2026 (the "Notes") of ~~a registered national securities exchange~~The Greenbrier Companies, 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. -------------------------------------------------------------------------------- (to be completed if applicable) 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 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. Inc. (the "Company") ~~declared a dividend distribution~~ This certificate relates to $_________ principal amount of ~~one preferred stock purchase right~~ Notes owned in (~~a "Right"~~check applicable box) ~~for each outstanding share of Common Stock, $.01 par value~~ ___ book-entry ___ definitive form by ____________ (the "~~Common Stock~~Transferor"). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Notes as provided in Section 2.6 and Section 2.12 of the Indenture, dated as of May 22, 2006, among the Company, the guarantors party thereto and U.S. Bank National Association, as Trustee (the "Indenture"), and the transfer of such Note is being made pursuant to an effective registration statement under the ~~Company. The distribution is payable on December 31~~Securities Act of 1933, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock as amended (the "~~Preferred Stock~~Securities Act") at (check applicable box) or the transfer or exchange, as the case may be, of such Note does not require registration under the Securities Act because (check applicable box): Such Note is being acquired for the Transferor's own account, without transfer; or Such Note is being transferred to the Company or a ~~price~~ Subsidiary; or Such Note is being transferred to a person that the Transferor reasonably believes is a "qualified institutional buyer," as defined in, and in compliance with, Rule 144A under the Securities Act; or Such Note is being transferred pursuant to the exemption from the registration requirements of ~~$ 150.00 per one one-thousandth~~ the Securities Act under Rule 144 (or any successor thereto) ("Rule 144") under the Securities Act; or Such Note is being transferred pursuant to an effective registration statement under the Securities Act; or Such Note is being transferred pursuant to an exemption from the registration requirements of ~~a share of Preferred Stock~~ the Securities Act to an institutional investor that is an "accredited investor" (~~the "Purchase Price"~~as defined in Rule 501(a)(1), ~~subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement~~ (~~the "Rights Agreement") between the Company and KeyCorp Shareholder Services~~2), ~~Inc., as Rights Agent~~ (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date"3) or (ii7) of Regulation D under the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring PersonSecurities Act) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.transfer,

Appears in 1 contract

Samples: Greenbrier Companies Inc

Signature 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 exchange~~1934, ~~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~~as amended. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ --------------------------------------------------------------- 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, 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. ~~------------------------------ Signature~~ Exhibit C CHORDIANT SOFTWARE, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES On ~~December 13~~July 7, ~~1996~~2008, the Board of Directors of ~~SOFTWARE SPECTRUM~~Chordiant Software, ~~INC.~~ Inc., a Delaware corporation (the "“Company") ”), declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "“Right"”) for each outstanding share of ~~Common Stock~~common stock, ~~$.01~~ par value $0.001 per share (the "“Common ~~Stock"~~Shares”), of the Company. The ~~distribution~~ dividend is ~~payable on December 31~~effective as of July 21, ~~1996~~ 2008 (the “Record Date”) with respect to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-hundredth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $0.001 per share (the "“Preferred ~~Stock")~~ Shares”), of the Company at a price of ~~$ 150.00~~ $20.00 per one one-~~thousandth~~ hundredth of a ~~share of~~ Preferred ~~Stock~~ Share (the "“Purchase Price"”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of one hundred (100) Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of July 10, 2008 (the "“Rights Agreement") ”), between the Company and ~~KeyCorp Shareholder Services~~American Stock Transfer & Trust Company, ~~Inc., as Rights Agent~~ LLC (the "“Rights Agent"”). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Chordiant Software Inc)

Signature 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 exchange~~1934, ~~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~~as amended. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ 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, 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. ~~------------------------------ Signature~~ InterMune, Inc. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES (Exhibit C to Rights Plan) On ~~December 13~~July 17, ~~1996~~2001, the Board of Directors of ~~SOFTWARE SPECTRUM~~INTERMUNE, INC. (the "Company") declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "Right") for each outstanding share of ~~Common Stock~~common stock, ~~$.01~~ par value $0.001 per share (the "Common ~~Stock~~Shares"), of the Company. The ~~distribution~~ dividend is ~~payable on December 31~~effective as of August 3, ~~1996~~ 2001 (the "Record Date") with respect to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-hundredth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $0.001 per share (the "Preferred ~~Stock~~Shares") ), of the Company at a price of ~~$ 150.00~~ $390.00 per one one-~~thousandth~~ hundredth of a ~~share of~~ Preferred ~~Stock~~ 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 of July 17, 2001 (the "Rights Agreement") ), between the Company and ~~KeyCorp Shareholder Services, Inc., as Rights Agent~~ Mellon Investor Services LLC (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Intermune Inc)

Signature Guaranteed. ~~Signatures must be guaranteed by a member firm of a registered national securities exchange~~THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, ~~a member~~ 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. 21 EXHIBIT B WESTERN COUNTRY CLUBS, INC. Incorporated Under the Laws of the ~~National Association~~ State of ~~Securities Dealers~~Colorado No. W- ______ Series A Common Stock Purchase Warrants CUSIP ____________ CERTIFICATE FOR (See Reverse SERIES A COMMON STOCK For Certain PURCHASE WARRANTS Definitions) This Warrant Certificate certifies that Argent Securities, Inc., or ~~a commercial bank or trust company having an office or correspondent in~~ registered assigns ("the ~~United States. --------------------------------------------------------------------------------~~ Warrant Holder"), is the registered owner of the above indicated number of Series A Common Stock Purchase Warrants (~~to be completed if applicable~~the "Warrants") ~~The undersigned hereby certifies that~~ expiring on __________, 2000 (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~~"Expiration Date"). ~~------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13~~One Warrant entitles the Warrant Holder to purchase one share of Common Stock ("Share") from Western Country Clubs, ~~1996~~Inc., ~~the Board of Directors of SOFTWARE SPECTRUM, INC.~~ a Colorado corporation (the "Company"~~) declared~~ ), at a ~~dividend distribution~~ purchase price of ~~one preferred stock purchase right (a "Right") for each outstanding share of Common Stock,~~ $~~.01 par value~~ ____ (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Exercise Price"), ~~subject to adjustment. The description~~ commencing on __________, 1997, and ~~terms~~ 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 ~~Rights are set forth in a Rights Agreement~~ Exercise Price at the office of American Securities Transfer & Trust, Inc. (the "~~Rights~~ Warrant Agent"), but only subject to the conditions set forth herein and in a Warrant Agreement dated as of _________, 1997 (the "Warrant Agreement") between the ~~Company~~ Com pany and ~~KeyCorp Shareholder Services, Inc., as Rights Agent (~~the ~~"Rights~~ Warrant Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date")The Exercise Price, the ~~Rights will be evidenced, with respect to any~~ number of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each ~~Right should approximate the value of one share of Common Stock. The Purchase Price payable~~Warrant, ~~and~~ the number of ~~shares of~~ Warrants outstanding and the ~~Preferred Stock or other securities or property issuable, upon exercise of the Rights~~ Expiration Date are subject to ~~adjustment from time~~ adjustments upon the occurrence of certain events. The Warrant Holder may exercise all or any number of Warrants. Reference hereby is made to ~~time~~ the provisions on the reverse side of this Warrant Certificate and to ~~prevent dilution (i)~~ the provisions of the 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 ~~event of a stock dividend on, or a subdivision, combination or reclassification~~ public offering by the Company that resulted in the original issuance of the ~~Preferred Stock~~Warrants, ~~(ii) upon~~ 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 ~~grant to holders~~ office of the ~~Preferred Stock~~ Warrant Agent, a new Warrant Certificate or Warrant Certificates of ~~certain rights or warrants~~ like tenor and evidencing in the aggregate a like number of Warrants, subject to ~~subscribe for shares~~ any adjustments made in accordance with the provisions of the ~~Preferred Stock or convertible securities at less than~~ Warrant Agreement, shall be issued to the ~~then-current market price of~~ transferee in exchange for this Warrant Certificate, subject to the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable limitations provided in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receiveWarrant Agreement, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price payment of $~~.001~~ _____ per ~~Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem~~ Warrant Certificate and any tax or ~~exchange the Rights, the Company shall make announcement thereof, and upon~~ governmental charge imposed in connection with such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by referencetransfer.

Appears in 1 contract

Samples: Warrant Agreement (Western Country Clubs Inc)

Signature Guaranteed. ~~Signatures must be guaranteed by~~ Participant in a ~~member firm of a registered national securities exchange, a member of~~ Recognized Signature Guarantee Medallion Program By: ------------------------------------- Authorized Signatory GUARANTEE Subject to the ~~National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent~~ limitations set forth in the ~~United States. -------------------------------------------------------------------------------- (to be completed if applicable) The undersigned hereby certifies that~~ Indenture, the ~~Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof~~ Guarantors (as defined in the ~~Rights Agreement~~Indenture referred to in this Security and each hereinafter referred to as a "GUARANTOR," which term includes any successor or additional Guarantor under the Indenture) have jointly and severally, irrevocably and unconditionally guaranteed (a) the due and punctual payment of the principal (and premium, if any) of and interest (including contingent interest, if any, and Liquidated Damages, if any)~~. ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13~~, ~~1996~~on the Securities, whether at Stated Maturity, by acceleration, call for redemption, upon a Purchase Notice, a Change in Control Offer, purchase or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest (including contingent interest), on the Securities to the extent lawful, (c) the due and punctual performance of all other Obligations of the Company and the Guarantors to the Holders under the Indenture and the Securities and (d) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the ~~Board of Directors of SOFTWARE SPECTRUM, INC. (~~same will be promptly paid in full when due or performed in accordance with the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the ~~Rights are set forth~~ extension or renewal, whether at Stated Maturity, by acceleration, call for redemption, upon a Purchase Notice, a Change in ~~a Rights Agreement (~~Control Offer, purchase or otherwise. Payment on each Security is guaranteed, jointly and severally, by the ~~"Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier~~ Guarantors pursuant to ~~occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more~~ Article 11 of the ~~outstanding shares~~ Indenture and reference is made to such Indenture for the precise terms of the ~~Common Stock (~~Guarantees. The Obligations of each Guarantor are limited to the ~~"Share Acquisition Date")~~ maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or ~~(ii) the tenth business day (~~payments made by or ~~such later date as may be determined by action~~ on behalf of any other Guarantor in respect of the ~~Board~~ Obligations of ~~Directors prior~~ such other Guarantor under its Guarantee or pursuant to ~~such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after~~ its contribution Obligations under the ~~commencement of~~Indenture, ~~or announcement of an intention to commence, a tender offer or exchange offer the consummation which would~~ result in ~~any person becoming an Acquiring Person (~~the ~~earlier~~ Obligations of such ~~dates~~ Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any applicable federal or state law or not otherwise being ~~called the "Distribution Date")~~void, ~~the Rights will be evidenced~~voidable or unenforceable under any applicable bankruptcy, ~~with respect to~~ reorganization, receivership, liquidation or other similar legislation or legal principles under any ~~of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with~~ applicable federal or foreign law. Each Guarantor that makes a ~~copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (~~payment or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain distribution under a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will Guarantee shall be entitled to ~~an aggregate dividend~~ a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of ~~1,000 times~~ each Guarantor. Guarantors may be released from their Guarantees upon the ~~dividend declared on one share~~ terms and subject to the conditions provided in the Indenture. The Guarantee shall be binding upon each Guarantor and its successors and assigns and shall insure to the benefit of the ~~Common Stock. In~~ Trustee and the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. FinallyHolders and, in the event of any ~~merger, consolidation~~ transfer or ~~other transaction in which shares~~ assignment of ~~Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times~~ rights by any Holder or the ~~amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights~~Trustee, the ~~value of the one one-thousandth interest~~ rights and privileges herein conferred upon that party shall automatically extend to and be vested in ~~a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable~~such transferee or assignee, ~~and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are~~ all subject to ~~adjustment from time to time to prevent dilution (i)~~ the terms and conditions in the ~~event of a stock dividend on~~Indenture. YELLOW DOT COM SUBSIDIARY, ~~or a subdivision~~INC. MERIDIAN IQ, ~~combination or reclassification of the Preferred Stock~~LLC YELLOW GLOBAL, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above)LLC XXXXX.XXX LINES, INC. The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisionsMEGASYS, ~~consolidations or combinations as of the Common Stock occurring~~INC. YELLOW TRANSPORTATION, ~~in any such case~~INC. MISSION SUPPLY CO. YELLOW TECHNOLOGIES, ~~prior to the Distribution Date~~INC. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring PersonYELLOW REDEVELOPMENT CORP. YELLOW RELOCATION SERVICES, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the RightINC. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.By: --------------------------------- Name: Title: SCHEDULE I YELLOW CORPORATION

Appears in 1 contract

Samples: Indenture (Yellow Corp)

Appears in 1 contract

Samples: Rights Agreement (Texas Industries Inc)

Signature Guaranteed. ~~Signatures must be guaranteed by a member firm~~ EXHIBIT B --------- [Attached] [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM] [Face of ~~a registered national securities exchange~~Global Warrant Certificate] [[1: The] [2: Prior to , ~~a member~~ the ] beneficial ownership of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (to be completed if applicable) The undersigned hereby certifies that the Rights any Warrants evidenced by this ~~Right~~ Global Warrant Certificate ~~are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in~~ may be transferred only together with the ~~Rights Agreement). ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996,~~ beneficial ownership of the ~~Board of Directors of SOFTWARE SPECTRUM~~Temporary Global Security referred to herein to which this Global Warrant Certificate was initially attached.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN FORTUNE BRANDS, INC. GLOBAL WARRANT CERTIFICATE REPRESENTING _________ WARRANTS TO PURCHASE OF UP TO ________ PRINCIPAL AMOUNT OF [Title of Warrant Securities] VOID AFTER [TIME], ON , 19 . This Global Warrant Certificate evidences warrants (the "Warrants") representing the right to purchase, subject to the terms and conditions hereof and of the Debt Warrant Agreement referred to below, at any time [after [time] on l9 , and] on or before the [time] in [location] on , 19 , up to aggregate principal amount of [Title of Warrant Securities] (the "Warrant Securities") of Fortune Brands, Inc. (the "Company") ~~declared~~ issued and to be issued under the Indenture (as hereinafter defined), on the following basis: on , 19 the exercise price of each Warrant will be ; during the period from , 19 through and including , 19 , the exercise price of each Warrant will be plus [accrued amortization of the original issue discount] [accrued interest] from , 19 ; on , 19 the exercise price of each Warrant will be ; during the period from , 19 through and including , 19 , the exercise price of each Warrant will be plus [accrued amortization of the original issue discount] [accrued interest] from , 19 [; in each case, the original issue discount will be amortized at a ~~dividend distribution~~ % annual rate, computed on an annual basis using the "interest" method and using a 360-day year consisting of ~~one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value~~ twelve 30-day months] (the "~~Common Stock~~Warrant Price"). [The original issue discount for each principal amount of Warrant Securities is .] Beneficial owners of Warrants represented by this Global Warrant Certificate may cause such Warrants to be exercised only by transmitting by tested telex or by delivering or causing to be delivered to Xxxxxx Guaranty Trust Company of New York, Brussels office (or any successor), as operator of the Euro-clear System (the "Euro-clear Operator"), of in Brussels, Belgium, or to Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") in Luxembourg, a warrant exercise notice, substantially in the ~~Company. The distribution is payable on December 31, 1996~~ form attached as Exhibit D to the ~~shareholders of record on December 16, 1996. Each Right entitles the registered holder~~ Debt Warrant Agreement referred to ~~purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock~~ below (the "~~Preferred Stock~~Warrant Exercise Notice"~~) at a price~~ ), copies of ~~$ 150.00 per one one~~which will be available from the Euro-~~thousandth~~ clear Operator or CEDEL or from [name of ~~a share of Preferred Stock~~ Warrant Agent], or its successor as warrant agent (the "~~Purchase Price~~Warrant Agent"~~), subject to adjustment. The description and terms of~~ ) under the ~~Rights are set forth in a Rights~~ Debt Warrant Agreement (the "~~Rights~~ Debt Warrant Agreement") dated as of , 19 between the Company and ~~KeyCorp Shareholder Services~~the Warrant Agent. The Warrant Exercise Notice shall specify, ~~Inc.~~among other things, the aggregate principal amount of Warrant Securities to be purchased on exercise of the Warrants, the account number or numbers on the records of the Euro-clear Operator or CEDEL to which the Warrants being exercised [2: and, if prior to , 19 , the Offered Securities (as defined below)] to which such Warrants are attached are credited, the account number to be debited for the Warrant Price of each Warrant being exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)), the account number to which the Warrant Securities issued on exercise of the Warrants are to be credited and the form in which Warrant Securities are to be issued. A Warrant Exercise Notice must be received by the Euro-clear Operator or CEDEL prior to [time] (Brussels or Luxembourg time, as ~~Rights Agent~~ the case may be) on the business day next preceding the Exercise Date (as defined in such Warrant Exercise Notice). The delivery to the Euro-clear Operator or CEDEL, as the case may be, of a Warrant Exercise Notice shall constitute an irrevocable election to purchase the aggregate principal amount of Warrant Securities specified therein. Any whole number of Warrants evidenced by this Global Warrant Certificate may be exercised to purchase Warrant Securities in bearer or registered form in denominations of [ or ], in the case of Warrant Securities in bearer form, and of and any integral multiple thereof, in the case of Warrant Securities in registered form; provided, however, that no -------- ------- Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico (the "~~Rights Agent~~United States"). ~~Until~~ The Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the ~~earlier~~ rights evidenced hereby may be cancelled in the manner and under the circumstances described in the Debt Warrant Agreement. Notice of cancellation of the Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby shall be given by publication in the manner described in the Debt Warrant Agreement. This Global Warrant Certificate is issued under and in accordance with the Debt Warrant Agreement between the Company and the Warrant Agent and is subject to ~~occur~~ the terms and provisions contained in the Debt Warrant Agreement, to all of which terms and provisions the holder hereof consents by acceptance hereof. Copies of the Debt Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at ]. The Warrant Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Global Warrant Certificate will be issued under and in accordance with an Indenture dated as of [ ], 1999, as amended (i) the ~~tenth day following a public announcement that a person or group~~ "Indenture"), between the Company and [The Chase Manhattan Bank], as Trustee (the "Trustee"), and will be subject to the terms and provisions contained in the Indenture. Copies of ~~affiliated or associated persons (an "Acquiring Person") acquired~~ the Indenture and the form of the Warrant Securities are on file at the corporate trust office of the Trustee [and at ]. [1: The] [2: Prior to , 19 , the] beneficial ownership of ~~20% or more~~ any Warrants evidenced by this Global Warrant Certificate may be transferred only together with the beneficial ownership of the ~~outstanding shares~~ Temporary Global Security (as defined in the Debt Warrant Agreement) evidencing the [Title of ~~the Common Stock~~ Offered Securities] (the "~~Share Acquisition Date~~Offered Securities") to which this Global Warrant Certificate was initially attached, and only for the purpose of effecting, or ~~(ii)~~ in conjunction with, a transfer of such Temporary Global Security. After such date, the ~~tenth business day (or such later date as~~ Global Warrant Certificate, and all rights hereunder, may be ~~determined~~ transferred by ~~action of~~ delivery, and the ~~Board of Directors prior to such time~~ Company and the Warrant Agent may treat the holder hereof as ~~any person or group of affiliated or associated persons becomes an Acquiring Person) after~~ the ~~commencement of, or announcement of an intention to commence, a tender offer or exchange offer~~ owner for all purposes. The Global Warrant Certificate shall not entitle the ~~consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect~~ Holder hereof to any of the ~~Common Stock certificates outstanding as~~ rights of ~~December 16, 1996, by such Common Stock certificate with~~ a ~~copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration~~ holder of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the CompanyWarrant Securities, including, without limitation, the right to ~~vote~~ receive payments of principal of, premium, if any, or interest, if any, on the Warrant Securities or to ~~receive dividends. A copy~~ enforce any of the ~~Rights Agreement~~ covenants of the Indenture. This Global Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Dated as of , 19 . FORTUNE BRANDS, INC. By_____________________________ Name: Title: Attest: __________________________ Countersigned: __________________________ As Warrant Agent By________________________ Authorized Signature Schedule A (additional continuation sheets may be attached if required) Exercises of Warrants The following exercises of a portion of this Global Warrant Certificate for Warrant Securities have been made: Number of Warrants Remaining Number of Date of Exercised Warrants Following Notation Exercise for Warrant Securities Such Exercise Made By: -------- ---------------------- ------------------- -------- Number of Warrants Remaining Number of Date of Exercised Warrants Following Notation Exercise for Warrant Securities Such Exercise Made By: -------- ---------------------- ------------------- -------- Exhibit C --------- [Attached] [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF CERTIFICATE TO BE DELIVERED TO WARRANT AGENT BY THE EURO-CLEAR OPERATOR OR CEDEL] FORTUNE BRANDS, INC. Warrants (the "Warrants") to Purchase [Title of Warrant Securities] [Name of Warrant Agent] [Address] Dear Sirs: The undersigned hereby irrevocably elects to exercise __________________ Warrants to purchase as of _____________________ (the "Exercise Date") ______ principal amount of the [Title of Warrant Securities] (the "Warrant Securities") of Fortune Brands, Inc. and represents that it has ~~been filed~~ tendered payment for such Warrant Securities [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] to the order of Fortune Brands, Inc., c/o [insert name and address of Warrant Agent], in the amount of ______ in accordance with the terms hereof and the Debt Warrant Agreement dated as of , 19__ between Fortune Brands, Inc. and you (the "Debt Warrant Agreement"). In connection with the Undersigned's request that you deliver to us any Warrant Securities in bearer form, the undersigned hereby certifies that as of the date hereof, and ~~Exchange Commission~~ except as set forth below, the Warrant Securities in bearer form which are to be delivered to the Common Depositary referred to below for our account (i) are being acquired by a person that is not a citizen or resident of the United States, a domestic partnership, a domestic corporation or an ~~Exhibit~~ estate or trust the income of which is subject to United States Federal income taxation regardless of its source (a "United States person"), (ii) are being acquired by a United States person that is (A) the foreign branch of a United States financial institution (as defined in U.S. Treasury Regulations Section l.165-12(c)(l)(v)(a "financial institution"), purchasing for its own account or for resale, or (B) a United States person acquiring the Warrant Securities through the foreign branch of a financial institution on the date hereof (and in either case (A) or (B), the financial institution hereby agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are being acquired by a financial institution for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and such financial institution is not acquiring the Warrant Securities for purposes of resale directly or indirectly to a ~~Registration Statement on Form 8-A dated December 16, 1996~~United States person or to a person within the United States or its possessions. ~~A copy~~ As a clearing organization within the meaning of Section 1.163- 5(c)(2)(i)(D)(8) of the ~~Rights~~ regulations promulgated under the Internal Revenue Code of 1986, as amended, the undersigned further certifies that (a) the above certification is based solely on statements received from member organizations appearing in our records (our "Account Holders") in certificates in the form set forth in Exhibit D to the Debt Warrant Agreement ~~is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description~~ and (b) as of the ~~Rights does~~ date hereof we have not ~~purport to be complete and is qualified in its entirety by reference~~ received any notification from any of our Account Holders to the ~~Rights Agreement, which is hereby incorporated herein~~ effect that the statements made by ~~reference~~such Account Holders in such certificates are no longer true.

Appears in 1 contract

Samples: Warrant Agreement (Fortune Brands Inc)

Signature Guaranteed. Signatures must be guaranteed by ~~a member firm of a registered national securities exchange~~an eligible guarantor institution (bank, ~~a member of the National Association of Securities Dealers, Inc.,~~ stock broker or ~~a commercial bank or trust company having~~ savings and loan association with membership in an ~~office or correspondent in the United States~~approved signature medallion program). ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ The undersigned hereby certifies that the Rights ~~evidenced~~ represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement). ~~------------------------------ Signature SUMMARY~~ Form of Reverse Side of Right Certificate — continued FORM OF ~~RIGHTS~~ ELECTION TO PURCHASE ~~PREFERRED STOCK On December 13~~(To be executed if holder desires to exercise Rights represented by the Right Certificate.) To New York City REIT, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. Inc.: The ~~distribution is payable on December 31, 1996~~ undersigned hereby irrevocably elects to ~~the shareholders of record on December 16, 1996. Each~~ exercise Rights represented by this Right ~~entitles the registered holder~~ Certificate to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common ~~Stock~~ Shares (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or ~~property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i~~property) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise ~~thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time~~ of such ~~transaction would have a market value~~ Rights and requests that certificates for such Common Shares (or other securities or property) be issued in the name of: Please insert Social Security or other identifying number: _______________________________ (Please print name and address) Exercise of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (~~other than Rights owned by such person or group which will have become void~~select applicable provision) ~~in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject~~ □ pursuant to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy Section 7.1 of the Rights Agreement ~~has been filed with the Securities and Exchange Commission as an Exhibit~~ □ pursuant to ~~a Registration Statement on Form 8-A dated December 16, 1996. A copy~~ Section 11.1.2 of the Rights Agreement ~~is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description~~ □ pursuant to Section 13 of the Rights ~~does~~ Agreement If such number of Rights shall not ~~purport~~ be all the Rights represented 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 must conform to the holder specified on the Right Certificate) Signature Guaranteed: Signatures must be ~~complete~~ guaranteed by an eligible guarantor institution (bank, stock broker or savings and ~~is qualified~~ loan association with membership in ~~its entirety~~ an approved signature medallion program). Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the Rights represented by ~~reference~~ this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement~~, which is hereby incorporated herein by reference.~~). Signature

Appears in 1 contract

Samples: Rights Agreement (New York City REIT, Inc.)

Signature Guaranteed. ~~Signatures~~ The signature must be guaranteed by a ~~member firm of~~ participant in a ~~registered national securities exchange,~~ Medallion Signature Guarantee Program at a ~~member of~~ level acceptable to the ~~National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States~~Company’s transfer agent. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ A notary public is not sufficient. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the 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 or an Affiliate or Associate thereof. Signature FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To Computershare Trust Company, N.A.: 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: The signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at a level acceptable to the Company’s transfer agent. A notary public is not sufficient. 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 or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)~~. ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996~~; and (2) after due inquiry and to the best of the knowledge of the undersigned, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of undersigned did not acquire the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person evidenced by this Right Certificate from any Person who is or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming was an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached theretoor an Affiliate or Associate thereof. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.Signature

Appears in 1 contract

Samples: Rights Agreement (Looksmart LTD)

Signature Guaranteed. ~~Signatures must be guaranteed by~~ Participant in a ~~member firm~~ Recognized Signature Guarantee Medallion Program By: ---------------------------------- Authorized Signatory A-1-12 FORM OF OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: LNR Property Corporation The undersigned registered holder of this Security hereby acknowledges receipt 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. -------------------------------------------------------------------------------- (to be completed if applicable) 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 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. notice from LNR Property Corporation (the "Company") ~~declared~~ as to the occurrence of a ~~dividend distribution~~ Change In Control with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, in accordance with the terms of ~~one preferred stock purchase right~~ the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof (~~a "Right") for each outstanding share~~ or, if the Company elects in accordance with Section 3.09 of the Indenture, Common Stock) and any Securities representing any unrepurchased principal amount hereof, ~~$.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996~~ be issued and delivered to ~~the shareholders of record on December 16, 1996. Each Right entitles~~ the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to ~~purchase from~~ be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: --------------------- Signature(s) Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and in the name of registered holder: --------------------------- (Name) --------------------------- (Street Address) --------------------------- (City, state and zip code) Please print name and address principal amount to be purchased (if less than all): $__,000 If the Company ~~one one- thousandth of a share of~~ has elected to pay the ~~Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "~~Change in Control Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, ~~at an exchange ratio~~ in Common Stock but such portion of ~~one share~~ the Change in Control Purchase Price shall ultimately be payable in cash because any of the conditions to the payment of the Change in Control Purchase Price in Common ~~Stock~~Stock are not satisfied the registered holder of this Security elects [check one]: [ ] to withdraw such Purchase Notice as to the Securities to which such Change in Control Purchase Notice relates in the principal amount of $ ,000, with certificate numbers , or ~~one one~~----- --------- [ ] to receive cash in respect of the entire Purchase Price for all Securities (or portions thereof) to which such Purchase Notice relates Social Security or Other Taxpayer Number: ------------------------- A-1-~~thousandth~~ 14 SCHEDULE I LNR PROPERTY CORPORATION 5.5% Contingent Convertible Senior Subordinated Notes Due 2023 Date principal amount Notation XXXXXXX X-0 {Form of Certificated Security} THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $1,000 PER $1,000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS MARCH 5, 2003 AND THE COMPARABLE YIELD IS 9.5% PER ANNUM. HOLDERS OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: LNR PROPERTY CORPORATION, 0000 XXXXXXXXXX XXXXX, XXXXX XXXXX, XXXXXXX 00000, ATTN.: CHIEF FINANCIAL OFFICER, SUCH INFORMATION TO BE MADE AVAILABLE, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON REQUEST. THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK DELIVERABLE UPON CONVERSION HEREOF OR UPON PURCHASE OF THIS SECURITY BY THE COMPANY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE. LNR PROPERTY CORPORATION 5.5% Contingent Convertible Senior Subordinated Notes Due 2023 No.: CUSIP: Issue Date: March 5, 2003 principal amount: LNR PROPERTY CORPORATION, a ~~Preferred Share per Right (~~Delaware corporation, promises to pay to -------------------------------------------------------------------------------- or registered assigns, the principal amount of , on March 1, 2023, subject to ~~adjustment). At any time prior to 5:00 P.M. Dallas, Texas time~~ the further provisions of this Security set forth on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreementreverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is ~~hereby incorporated herein by reference~~convertible as specified on the other side of this Security.

Appears in 1 contract

Samples: Execution Version (LNR Property Corp)

Signature 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 exchange~~1934, ~~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~~as amended. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ 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, 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. ~~------------------------------ Signature~~ CARDIOTECH INTERNATIONAL, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES (EXHIBIT C TO RIGHTS AGREEMENT) On ~~December 13~~January 25, ~~1996~~2008, the Board of Directors ~~of SOFTWARE SPECTRUM, INC.~~ (the "“Board”) ofCARDIOTECH INTERNATIONAL, INC.(the “Company"”) declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "“Right"”) for each outstanding share of ~~Common Stock~~common stock, ~~$.01~~ par value $0.001 per share (the "“Common ~~Stock"~~Shares”), of the Company. The ~~distribution~~ dividend is ~~payable on December 31~~effective as of February 8, ~~1996~~ 2008 (the “Record Date”) with respect to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-hundredth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $0.001 per share (the "“Preferred ~~Stock")~~ Shares”), of the Company at a price of ~~$ 150.00~~ $100.00 per one one-~~thousandth~~ hundredth of a ~~share of~~ Preferred ~~Stock~~ Share (the "“Purchase Price"”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of January 28, 2008 (the "“Rights Agreement") ”), between the Company and ~~KeyCorp Shareholder Services, Inc., as Rights Agent~~ American Stock Transfer & Trust Company (the "“Rights Agent"”). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Cardiotech International Inc)

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. -------------------------------------------------------------------------------- (to To be completed if applicable) The undersigned hereby certifies that (I) 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); (2) after due inquiry and to the best knowledge of the undersigned, it [] did [] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. ~~------------------------------~~ ------------------------ Signature ~~SUMMARY~~ -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company 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, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. Exhibit C UNDER CERTAIN CIRCUMSTANCES. RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. JOHN HANCOCK FINANCIAL SERVICES, INC. SXXXXRX XX XXGHTS TO PURCHASE PREFERRED STOCK ~~On December 13, 1996, the~~ The Board of Directors of ~~SOFTWARE SPECTRUM~~John Hancock Financial Services, ~~INC.~~ Inc. (the "Company") ~~declared a dividend distribution~~ has authorizxx xhx xxxxxnce of one ~~preferred stock purchase right~~ Preferred Share Purchase Right (a "Right") for each outstanding share of Common Stock, ~~$.01~~ par value $0.01 per share, of the Company (the "Common Stock"), . The following is a summary of the ~~Company. The distribution is payable on December 31, 1996 to~~ terms of the ~~shareholders of record on December 16, 1996~~Rights. Each Right entitles the registered holder to purchase from the Company one ~~one-~~ one-thousandth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $0.01 per share, of the Company (the "Preferred Stock") at a price of ~~$ 150.00~~ $170.00 per one one-thousandth of a share of Preferred ~~Stock~~ Stock, subject to adjustment (the "Purchase Price")~~, subject to adjustment~~. The description and terms of the Rights are set forth in a Rights ~~Agreement~~ Agreement, dated as of January 26, 2000 (the Rights Agreement, as it may be amended from time to time, is hereinafter referred to as the "Rights Agreement") between the Company and ~~KeyCorp Shareholder Services~~EquiServe Trust Company, ~~Inc.,~~ N.A. as Rights Agent (the "Rights Agent"). ~~Until~~ Initially, the Rights will be attached to all Common Stock book-entries or certificates representing shares then outstanding, and no separate book-entries or certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the ~~tenth day following~~ time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") ~~acquired~~ acquired, or obtained the right to acquire, beneficial ownership of 2010% or more of the outstanding ~~shares~~ Common Stock of the ~~Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date~~ Company, other than as ~~may be determined~~ a result of an offer approved by ~~action of~~ the Board of Directors ~~prior to such time as any person~~ of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or ~~group of affiliated or associated persons becomes an Acquiring Person~~unspecified later date) ~~after~~ following the commencement ~~of,~~ or announcement of an intention to ~~commence,~~ make a tender offer or exchange offer which, if successful, would cause the ~~consummation which would result in any person becoming an Acquiring Person (the earlier~~ bidder to own 10% of ~~such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any~~ more of the outstanding Common ~~Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto~~Stock. The Rights Agreement provides that, until the Distribution ~~Date~~ Date, (~~or earlier redemption or expiration of the Rights),~~ i) the Rights will be transferred with and only with the Common Stock~~. Until the Distribution Date~~ , (~~or earlier redemption or expiration of the Rights),~~ ii) new Common Stock certificates issued after ~~December 16~~January 26, ~~1996~~2000, upon ~~transfer or~~ transfer, new issuance or reissuance of the Common Stock, will contain a notation incorporating the Rights Agreement by ~~reference. Until the Distribution Date~~ reference and (~~or earlier redemption or expiration of the Rights),~~ iii) the surrender for transfer of any of the Common Stock book-entries or certificates outstanding ~~as of December 16, 1996, even without a copy of this Summary of Rights attached thereto,~~ will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such ~~certificate~~certificate or book-entry. As soon as practicable following the Distribution Date, separate ~~certificates evidencing the Rights ("~~Right ~~Certificates")~~ Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except in connection with issuance of Common Stock pursuant to employee stock plans, options and certain convertible securities, and except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on ~~December 31~~January 26, ~~2006~~2010, ~~(the "Final Expiration Date") unless the Final Expiration Date is extended or~~ unless earlier redeemed or exchanged by the ~~Company, in each case,~~ Company as described below. ~~47 Each share~~ In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of ~~Preferred Stock purchasable~~ a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the ~~Rights will~~ Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a ~~minimum preferential quarterly dividend rate~~ market value (as defined in the Rights Agreement) of ~~$ 10.00 per share, but will be entitled to an aggregate dividend of 1,000~~ two times the ~~dividend declared on one share~~ Purchase Price of the ~~Common Stock~~Right. In the event ~~of liquidation~~that, after the Stock Acquisition Time, the ~~holders~~ Company were the surviving corporation of a merger and its Common Stock were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the ~~Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled~~ right to receive ~~an aggregate liquidation payment equal to 1,000 times the payment made on one share~~ upon exercise that number of ~~Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which~~ shares of Common Stock ~~are exchanged~~of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each ~~share~~ holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of shares of Common Stock (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred ~~Stock~~ Stock, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be ~~entitled to receive 1,000 times~~ null and void. A person will not be an Acquiring Person if the ~~amount received per one share~~ Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of shares of Common ~~Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred~~ Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stockso that such person or group is no longer an Acquiring Person. The Purchase Price payable, and the number of shares of ~~the~~ Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of of, the Preferred Stock, (ii) upon the grant to holders of ~~the~~ Preferred Stock of certain rights or warrants to subscribe for ~~shares of the~~ Preferred Stock or convertible securities at less than the ~~then-~~current market price of ~~the~~ Preferred Stock or (iii) upon the distribution to holders of ~~the~~ Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends ~~out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid~~ or dividends payable in ~~the~~ Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of ~~outstanding~~ Rights and ~~the~~ number of ~~one one-thousandths of a share~~ shares of Preferred Stock issuable upon the exercise of each Right are also subject to adjustment in the event of a stock ~~split of the Common Stock~~ split, combination or a stock dividend on the Common ~~Stock payable~~ Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of ~~Common~~ Preferred Stock ~~or subdivisions~~will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock which may, ~~consolidations or combinations as~~ upon the election of the ~~Common Stock occurring~~Company, be evidenced by depositary receipts) and, in ~~any such case~~lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the ~~Distribution Date~~date of exercise. In At any time prior to the ~~event that~~ earlier of the ~~Company is acquired~~ Stock Acquisition Time and the Expiration Date (as defined in the Rights Agreement), the Board of Directors may redeem the Rights in whole, but not in part, at a ~~merger or other business combination transaction or that 50% or more~~ price of ~~its assets or earning power are sold after a person or group has become an Acquiring Person~~$.00l per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors ordering redemption of the Rights, ~~proper provision~~ the Rights will terminate and the only right of the holders of Rights will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive ~~upon exercise that number of shares of~~ the ~~Common Stock having a market value of two times the exercise price of the Right~~$.001 Redemption Price. At any time after ~~any~~ a person ~~or group~~ becomes an Acquiring Person and prior to the acquisition by such ~~person or group~~ Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights beneficially owned by such ~~person or group~~ Person which ~~will~~ have become void) ), in whole or in part, at an exchange ratio of one share of Common ~~Stock, or one one-thousandth of a Preferred Share~~ Stock per Right (subject to adjustment). ~~At any time prior~~ The Company, at its option, may substitute one-thousandth (subject to ~~5:00 P.M. Dallas, Texas time on the earliest~~ adjustment) of ~~(i) the Share Acquisition Date, (ii) the tenth business day~~ a share of Preferred Stock (or ~~such later date as may be determined by action~~ other series of substantially similar preferred stock of the ~~Board~~ Company) for each share of ~~Directors prior~~ Common Stock to ~~such time as any person or group~~ be exchanged. Each share of ~~affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement~~ Preferred Stock purchasable upon exercise of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will ~~terminate and the only right~~ have a minimum preferential dividend of ~~the holders of Rights~~ $10 per year, but will be entitled to ~~receive~~ receive, in the ~~Redemption Price~~aggregate, or a dividend of 1000 times the dividend declared on the shares of Common ~~Stock or~~ Stock. In the event of liquidation, the holders of the shares of Preferred Stock ~~exchangeable for~~ will be entitled to receive a minimum liquidation payment of $l000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1000 times the ~~Rights, as applicable~~payment made per share of Common Stock. ~~Until a Right is exercised, the holder thereof, as such,~~ Each share of Preferred Stock will have no one thousand votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount and type of consideration received per share of Common Stock. The rights ~~as a shareholder~~ of the ~~Company~~shares of Preferred Stock as to dividends and liquidation, ~~including~~and in the event of mergers and consolidations, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8are protected by anti-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by referencedilution provisions.

Appears in 1 contract

Samples: Rights Agreement (Hancock John Financial Services Inc)

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.~~FINRA, or a commercial bank or trust company having an office or correspondent in the United States. ~~--------------------------------------------------------------------------------~~ (to be completed if applicable) 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 Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On ~~December 13~~October 14, ~~1996~~2008, the Board of Directors of ~~SOFTWARE SPECTRUM, INC.~~ PETROHAWK ENERGY CORPORATION (the "“Company"”) declared a dividend distribution of one preferred stock purchase right (a "“Right"”) for each outstanding share of Common Stock, $~~.01~~ 0.001 par value per share (the "“Common Stock"”), of the Company. The distribution is payable ~~on December 31, 1996~~ to the ~~shareholders~~ stockholders of record on ~~December 16~~October 25, ~~1996~~2008. Each Right entitles the registered holder to purchase from the Company one ~~one-~~ one-thousandth of a share of the Company's ’s Series A Junior Participating Preferred Stock (the "“Preferred Stock"”) at a price of ~~$ 150.00~~ $60.00 per one one-thousandth of a share of Preferred Stock (the "“Purchase Price"”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "“Rights Agreement"”) between the Company and ~~KeyCorp Shareholder Services, Inc.~~American Stock Transfer & Trust Company, as Rights Agent (the "“Rights Agent"”). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) acquired beneficial ownership of 2015% or more of the outstanding shares of the Common Stock (the ~~"Share~~ “Shares Acquisition Date"”) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "“Distribution Date"”), the Rights will be evidenced, with respect to any of the Common Stock ~~certificates~~ outstanding as of ~~December 16~~October 25, ~~1996~~2008, by such Common Stock certificate ~~with~~ containing a ~~copy of this Summary of~~ notation incorporating the Rights ~~attached thereto~~Agreement by reference. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of ~~December 16~~October 25, ~~1996, even without a copy of this Summary of Rights attached thereto~~2008, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("“Right Certificates"”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on ~~December 31~~October 14, ~~2006~~2009, (the "“Final Expiration Date") ”), unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. ~~47 Each share~~ Shares of Preferred Stock purchasable upon exercise of the Rights will ~~have a minimum preferential quarterly dividend rate~~ not be redeemable. Each share of ~~$ 10.00 per share, but~~ Preferred Stock will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock ~~will receive a preferential liquidation payment of $1,000 per share, but~~ will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In Subject to certain exchange rights that may be exercised by the Board, in the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment) (the “Exchange Right”). Notwithstanding the above, the Board of Directors may not exercise the Exchange Rights after any person, together with any associate or affiliate of such person, has become the beneficial owner of 50% or more of the voting power of the shares of Common Stock. At any time prior to 5:00 P.M. ~~Dallas~~Houston, Texas time on the earliest of (i) the ~~Share~~ Shares Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "“Redemption Price"”). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person or group becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a ~~shareholder~~ stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement ~~has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement~~ is available free of charge from the Rights Agent, ~~KeyCorp Shareholder Services, Inc.~~ American Stock Transfer & Trust Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Petrohawk Energy Corp)

Signature Guaranteed. ~~Signatures must~~ Signature of Guarantor ASSIGNMENT (To be ~~guaranteed~~ executed by ~~a member firm of a~~ the registered ~~national securities exchange, a member of~~ Holder if such Holder desires to transfer Equity Warrants.) FOR VALUE RECEIVED the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (to be completed if applicable) The undersigned hereby ~~certifies that the Rights~~ sells, assigns and transfers unto ------------------------------------------------------------------ (Print name and address of transferee) ______ Equity Warrants, evidenced by this ~~Right~~ Equity Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Equity Warrant Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder books of the Company, ~~including, without limitation~~with full power of substitution. If said number of Equity Warrants to be transferred shall not be all of the Equity Warrants evidenced by this Equity Warrant Certificate, the ~~right~~ assignor and assignee agree that such Attorney shall submit this Equity Warrant Certificate to ~~vote or to receive dividends. A copy~~ the Company and request that New Equity Warrant Certificates for the applicable number of Equity Warrants be registered in the names of the ~~Rights Agreement has been filed with~~ undersigned as below indicated and delivered to the ~~Securities and Exchange Commission~~ addresses below: Dated: ______________________ Signature: _________________________ (Insert Social Security or (Signature must conform to name Identifying Number of of holder as ~~an Exhibit to a Registration Statement~~ specified on ~~Form 8-A dated December 16, 1996. A copy~~ the face Assignee) of the ~~Rights Agreement is available free~~ Equity Warrant Certificate) Address of ~~charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description~~ Assignor (if necessary): ------------------------------------- Address of ~~the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.~~Assignee (if necessary): ------------------------------------- Signature Guaranteed: ______________________________ Signature of Guarantor

Appears in 1 contract

Samples: Shareholder Equity Warrant Agreement (Expedia Inc)

Appears in 1 contract

Samples: Rights Agreement (Charter One Financial Inc)

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a ~~member firm of a registered national securities exchange~~bank, ~~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 States~~1934. -------------------------------------------------------------------------------- (to To be completed if ~~applicable~~true) The undersigned hereby ~~certifies~~ represents, for the benefit of all holders of Class B Rights and shares of Class B Common Stock, that the Class B Rights evidenced by this ~~Right~~ Rights Certificate are ~~not beneficially~~ not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ~~------------------------------~~ ------------------------------------ Signature ~~SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996~~-------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the ~~Board~~ Company will deem the Beneficial owner of ~~Directors~~ the Class B Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of ~~SOFTWARE SPECTRUM~~any of the foregoing and accordingly will deem the Class B Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: RISCORP, INC. (The undersigned hereby irrevocably elects to exercise _________________ whole Class B Rights represented by the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder attached Rights Certificate to purchase ~~from~~ the ~~Company one one- thousandth~~ shares of ~~a share of the Company's~~ Series A B Junior Participating Preferred Stock issuable upon the exercise of such Class B Rights and requests that certificates for such shares be issued in the name of: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- If such number of Class B Rights shall not be all the Class B Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Class B Rights shall be registered in the name of and delivered to: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- Dated:____________________, ___. Signature Guaranteed: ------------------------------------ Signature (Signature must correspond to name as written upon the ~~"Preferred Stock"~~face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) at Signatures must be guaranteed by an eligible guarantor institution (a ~~price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price")~~bank, ~~subject~~ stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to ~~adjustment. The description and terms~~ Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Class B Rights and shares of Class B Common Stock, that the Class B Rights evidenced by this Rights Certificate are ~~set forth in a Rights Agreement (~~not, and, to the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more knowledge of the ~~outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined~~ undersigned, have never been, Beneficially owned by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person or an Affiliate or Associate thereof (as defined in the ~~earlier of such dates being called~~ Rights Agreement). ------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the ~~"Distribution Date")~~event the certification set forth above is not completed in connection with a purported assignment, the ~~Rights~~ Company will ~~be evidenced, with respect to any~~ deem the Beneficial owner of the ~~Common Stock certificates outstanding~~ Class B Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), defined in the Rights ~~will be transferred with and only with the Common Stock. Until the Distribution Date (~~Agreement) or ~~earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain~~ a ~~notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer~~ transferee of any of the ~~Common Stock certificates outstanding as of December 16~~foregoing and accordingly will deem the Class B Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF RISCORP, ~~1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer~~ INC. The name of the ~~Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date~~corporation is: RISCORP, ~~separate certificates evidencing the Rights~~ Inc., a Florida corporation ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (hereinafter called the "~~Final Expiration Date~~Corporation") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date hereby certifies as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.follows:

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Riscorp Inc)

Signature Guaranteed. ~~Signatures must be guaranteed by~~ Participant in a ~~member firm~~ Recognized Signature Guarantee Medallion Program By:__________________________________ Authorized Signatory TRANSFER CERTIFICATE(4) Re: 2.875% Senior Subordinated Convertible Notes due 2010 (the "Securities") of ~~a registered national securities exchange~~Pharmaceutical Resources, 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. -------------------------------------------------------------------------------- (to be completed if applicable) 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 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. Inc. (the "Company") ~~declared a dividend distribution~~ This certificate relates to $_______ principal amount of ~~one preferred stock purchase right~~ Securities owned in (~~a "Right"~~check applicable box) ~~for each outstanding share of Common Stock, $.01 par value~~ [_] book-entry or [_] definitive form by ______________ (the "~~Common Stock~~Transferor"). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Sections 2.6 and 2.12 of the ~~Company. The distribution is payable on December 31~~Indenture dated September 30, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") 2003 between the Company and ~~KeyCorp Shareholder Services, Inc.~~American Stock Transfer & Trust Company, as ~~Rights Agent~~ trustee (the "~~Rights Agent~~Indenture")~~. Until~~ , and the ~~earlier~~ transfer of such Security is being made pursuant to ~~occur~~ an effective registration statement under the Securities Act of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock 1933, as amended (the "~~Share Acquisition Date~~Securities Act"), or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): [_] Such Security is being acquired for the Transferor's own account, without transfer; or [_] Such Security is being transferred to the Company or a Subsidiary; or [_] Such Security is being transferred to a person that the Transferor reasonably believes is a "qualified institutional buyer" as defined in, and in compliance with, Rule 144A under the Securities Act; or [_] Such Security is being transferred pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 144 (or any successor thereto) ("Rule 144") under the Securities Act (if available); or [_] Such Security is being transferred pursuant to an effective registration statement under the Securities Act; or [_] Such Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act to an institutional investor that is an "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (ii7) of Regulation D under the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring PersonSecurities Act) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the ~~Distribution Date. In~~ transfer, furnishes to the ~~event that~~ Trustee such certifications and opinion of counsel required by the Company ~~is acquired~~ or the Trustee. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a ~~merger or other business combination transaction or~~ global Security that ~~50% or more~~ is a "restricted security" within the meaning of ~~its assets or earning power are sold after a person or group has become an Acquiring Person~~Rule 144 under the Securities Act, ~~proper provision will~~ then such transfer can be made so only pursuant to Rule 144A under the Securities Act and such transferee must be a "qualified institutional buyer," as defined in Rule 144A, or an institutional investor that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes is an ~~Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person~~ "accredited investor" (~~which will thereafter be void~~as defined in Rule 501(a)(1), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment2)~~. At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date~~, (ii3) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (~~iii~~7) ~~the Final Expiration Date, the Board~~ of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with Regulation D under the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by referenceAct).

Appears in 1 contract

Samples: Pharmaceutical Resources Inc

Signature Guaranteed. Signatures must be guaranteed by ~~a member firm~~ an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program). [Form of ~~a registered national securities exchange, a member~~ Reverse Side of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (to be completed if applicable) Right Certificate continued] Certificate The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.4.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement). ~~------------------------------~~ DATED: ___________, _____ Signature NOTICE The signature in the foregoing Forms of Assignment and Election to 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, such assignment or election to purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES On ~~December 13~~August 30, ~~1996~~2022, the Board of Directors ~~of SOFTWARE SPECTRUM, INC.~~ (the "“Board”) of Ashford Inc. (the “Company"”) declared (i) a dividend ~~distribution~~ to the holders of the Common Stock, par value $0.001 per share (the “Common Shares”), outstanding on September 9, 2022 (the “Record Date”) of one preferred ~~stock~~ share purchase right (a "“Right"”) for each Common Share and (ii) a dividend to the holders of the Series D Preferred Shares (as defined below) outstanding ~~share~~ on the Record Date of one Right in respect of each Common ~~Stock, $.01 par value (the "Common Stock"),~~ Share that is issuable upon conversion of the Company~~. The distribution is payable on December 31~~’s Series D Convertible Preferred Stock, ~~1996 to~~ par value $0.001 per share (the ~~shareholders~~ “Series D Preferred Shares”) as determined under the Certificate of ~~record on December 16, 1996~~Designation of the Series D Convertible Preferred Stock of Ashford Inc. (the “Series D Certificate of Designation”). Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-thousandths of a share of Series F Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company~~'s Series A Junior Participating Preferred Stock (the "Preferred Stock")~~ , at a price of ~~$ 150.00~~ $275 per one one-~~thousandth~~ thousandths of a ~~share of~~ Preferred ~~Stock~~ Share represented by a Right (the "“Purchase Price"”), subject to adjustment. The description and terms of the Rights are set forth in a the Rights Agreement ~~(the "Rights Agreement")~~ dated as of August 30, 2022, by and between the Company and ~~KeyCorp Shareholder Services~~Computershare Trust Company, ~~Inc.~~N.A., a federally chartered trust company, as Rights Agent (as may be amended from time to time, the "“Rights ~~Agent"~~Agreement”). Until the earlier to occur of (i) ~~the tenth day~~ 10 business days following a public announcement that a person or group of affiliated or associated persons ~~(an "Acquiring Person")~~ has acquired beneficial ownership of 2010% or more of the outstanding ~~shares~~ Common Shares (with certain exceptions as described below, an “Acquiring Person”) (or, in the event an exchange is effected in accordance with Section 24 of the ~~Common Stock (~~Rights Agreement and the ~~"Share Acquisition Date"~~Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement) or (ii) ~~the tenth~~ 10 business ~~day~~ days (or such later date as may be determined by action of the Board ~~of Directors~~ prior to such time as any person ~~or group of affiliated or associated persons~~ becomes an Acquiring Person) ~~after~~ following the commencement of, or announcement of an intention to ~~commence~~make, a tender offer or an exchange offer the consummation of which would result in ~~any~~ the beneficial ownership by a person ~~becoming an Acquiring Person~~ or group of 10% or more of the outstanding Common Shares (the earlier of such ~~dates being called~~ dates, the "“Distribution Date"”), the Rights will be evidenced, with respect to any of the Common ~~Stock~~ Share certificates outstanding as of ~~December 16, 1996~~the Record Date, by such Common ~~Stock~~ Share certificate with a copy of this Summary of Rights attached thereto. ~~The Rights Agreement provides that~~A person shall not be deemed to be an “Acquiring Person” if (i) such person, ~~until~~ on the ~~Distribution Date (or earlier redemption or expiration~~ date of the ~~Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration~~ first public announcement of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer adoption of the Rights ~~associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date~~Agreement, ~~separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders~~ is a Beneficial Owner of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 5010% or more of the ~~outstanding shares of~~ Common ~~Stock, the Board of Directors~~ Shares of the Company ~~may exchange~~ then outstanding (a “Grandfathered Stockholder”); provided, however, that Mxxxx X. Xxxxxxx and his Affiliates and Associates shall not be deemed to be an Acquiring Person; provided further that if a Grandfathered Stockholder becomes, after the ~~Rights~~ Record Date, the Beneficial Owner of additional Common Shares (other than ~~Rights~~ as a result of (A) a stock dividend, stock split, reverse stock split, subdivision or similar transaction effected by the Company in which all registered holders of Common Shares are treated substantially equally, (B) the grant or issuance by the Company to its directors, officers and/or employees of options, warrants, rights or similar interests, or any exchange thereof, to acquire Common Shares by the Company pursuant to any executive compensation plan or arrangement, employee benefit, stock incentive plan, stock option plan or stock ownership plan of the Company adopted by the Board, and the subsequent vesting, exercise or conversion of such options, warrants, rights or similar interests, (C) the grant or issuance by the Company to its directors, officers and/or employees of restricted Common Shares or restricted stock units pursuant to a restricted stock or other compensation plan or arrangement adopted by the Board and the subsequent vesting of such shares or stock units, (D) the acquisition of Common Shares directly from the Company, or (E) the acquisition of Common Shares solely as a result of corporate action of the Company not caused, directly or indirectly, by such person) regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding beneficially owned by such ~~person~~ Grandfathered Stockholder, then such Grandfathered Stockholder shall be deemed an Acquiring Person unless, upon such acquisition of beneficial ownership of additional Common Shares, such Grandfathered Stockholder is not the Beneficial Owner of 10% or ~~group which will have become void) in whole or in part, at an exchange ratio~~ more of ~~one share of~~ the Common ~~Stock, or one one-thousandth~~ Shares then outstanding; provided further that upon the first decrease of a ~~Preferred Share per Right~~ Grandfathered Stockholder’s beneficial ownership below 10%, such Grandfathered Stockholder shall no longer be considered a Grandfathered Stockholder and this clause (~~subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i~~v) ~~the Share Acquisition Date, (ii) the tenth business day (~~shall have no further force or ~~such later date as may be determined by action of the Board of Directors prior~~ effect with respect to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by referenceGrandfathered Stockholder.

Appears in 1 contract

Samples: Rights Agreement (Ashford Inc.)

Signature Guaranteed. Signatures must be guaranteed by ~~a member firm of a registered national securities exchange~~an eligible guarantor institution (bank, ~~a member of the National Association of Securities Dealers, Inc.,~~ stock broker or ~~a commercial bank or trust company having~~ savings and loan association with membership in an ~~office or correspondent in the United States~~approved signature medallion program). ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ The undersigned hereby certifies that the Rights ~~evidenced~~ represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional shares of Common Stock related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement). ~~------------------------------~~ Signature ~~SUMMARY~~ Form of Reverse Side of Right Certificate — continued FORM OF ~~RIGHTS~~ ELECTION TO PURCHASE ~~PREFERRED STOCK On December 13~~(To be executed if holder desires to exercise Rights represented by the Right Certificate.) To Global Net Lease, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. Inc.: The ~~distribution is payable on December 31, 1996~~ undersigned hereby irrevocably elects to ~~the shareholders of record on December 16, 1996. Each~~ exercise Rights represented by this Right ~~entitles the registered holder~~ Certificate to purchase ~~from~~ the ~~Company one one- thousandth~~ Preferred Shares (or other securities or property) issuable upon the exercise of ~~a share~~ such Rights and requests that certificates for such Preferred Shares (or other securities or property) be issued in the name of: Please insert Social Security or other identifying number: _______________________________ (Please print name and address) Exercise of ~~the Company's Series A Junior Participating Preferred Stock~~ Rights (~~the "Preferred Stock"~~select applicable provision) ~~at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject~~ ¨ pursuant to ~~adjustment. The description and terms~~ Section 7.1 of the Rights ~~are set forth in a~~ Agreement ¨ pursuant to Section 11.1.2 of the Rights Agreement ¨ pursuant to Section 13 of the Rights Agreement If such number of Rights shall not be all the Rights represented 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 must conform to the ~~"Rights Agreement"~~holder specified on the Right Certificate) ~~between the Company~~ Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (bank, stock broker or savings and ~~KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"~~loan association with membership in an approved signature medallion program). ~~Until~~ Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the ~~earlier to occur of (i)~~ Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement ofundersigned from and are not being assigned to, ~~or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming~~ an Acquiring Person ~~(the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced,~~ or an Affiliate or Associate thereof and are not issued with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which notional shares of Common Stock ~~are exchanged, each share of Preferred Stock will be entitled~~ related to ~~receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because~~ a Derivative Interest described in Section 1.6.4 of the ~~nature~~ definition of ~~the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest~~ Beneficial Owner (as such terms are defined in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement~~, which is hereby incorporated herein by reference.~~). Signature

Appears in 1 contract

Samples: Rights Agreement (Global Net Lease, Inc.)

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a ~~member firm of a registered national securities exchange~~bank, ~~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 States~~1934. ~~--------------------------------------------------------------------------------~~ ------------------------------------------------------------------------------- (to To be completed if ~~applicable~~true) The undersigned hereby ~~certifies~~ represents, for the benefit of the Company and all holders of Rights and shares of Common Stock, that the Rights evidenced by this ~~Right~~ Rights Certificate are ~~not beneficially owned~~ not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ~~------------------------------~~ ------------------------------------------- Signature ~~SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996~~------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the ~~Board of Directors of SOFTWARE SPECTRUM, INC. (~~Company will deem the ~~"Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"),~~ Beneficial Owner of the ~~Company~~Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: ACCREDO HEALTH, INCORPORATED The ~~distribution is payable on December 31, 1996~~ undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the ~~shareholders of record on December 16, 1996. Each Right entitles the registered holder~~ attached Rights Certificate to purchase ~~from~~ the ~~Company one one- thousandth~~ shares of ~~a share of the Company's~~ Series A Junior Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of and delivered to: Name: ------------------------------------------ Address: ---------------------------------------- ---------------------------------------- Social Security or other Taxpayer ID No.: ------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name: ------------------------------------------ Address: ---------------------------------------- ---------------------------------------- Social Security or other Taxpayer ID No.: ------- Dated: ___________________, _____. Signature Guaranteed: ------------------------------------------- Signature (Signature must correspond to name as written upon the ~~"Preferred Stock"~~face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) at Signatures must be guaranteed by an eligible guarantor institution (a ~~price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price")~~bank, ~~subject~~ stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to ~~adjustment. The description and terms~~ Rule 17Ad-15 of the ~~Rights are set forth in a Rights Agreement~~ Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (to be completed if true) The undersigned hereby represents, for the ~~"Rights Agreement") between~~ benefit of the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary all holders of Rights ~~attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with~~ and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------------- Signature ------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. Exhibit B CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF ACCREDO HEALTH, INCORPORATED Pursuant to Section 151 of the Delaware General Corporation Law Accredo Health, Incorporated, a corporation organized under the laws of the State of Delaware (the "Corporation"), hereby certifies that, pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors on April 17, 2003, adopted the following resolution creating a series of one hundred thousand (100,000) shares of Preferred Stock designated as Series A Junior Participating Preferred Stock: RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right this Corporation (the "~~Redemption Price~~Board"~~). Immediately upon~~ ) in accordance with the ~~action~~ provisions of its Certificate of Incorporation, as amended, a series of Preferred Stock of the ~~Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof~~Corporation be and it hereby is created, and ~~upon such election,~~ that the ~~right to exercise the Rights will terminate~~ designation and amount thereof and the ~~only right~~ voting rights or powers, preferences and relative, participating, optional and other special rights of ~~the holders of Rights will be to receive the Redemption Price, or~~ the shares of ~~Common Stock~~ such series, and the qualifications, limitations or ~~Preferred Stock exchangeable for the Rights,~~ restrictions thereof are as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.follows:

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Accredo Health Inc)

Appears in 1 contract

Samples: Rights Agreement (Synovus Financial Corp)

Signature Guaranteed. Signatures must be guaranteed by ~~a member firm of a registered national securities exchange~~an eligible guarantor institution (bank, ~~a member of the National Association of Securities Dealers, Inc.,~~ stock broker or ~~a commercial bank or trust company having~~ savings and loan association with membership in an ~~office or correspondent in the United States~~approved signature medallion program). ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ The undersigned hereby certifies that the Rights ~~evidenced~~ represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement). ~~------------------------------~~ Signature ~~SUMMARY~~ Form of Reverse Side of Right Certificate — continued FORM OF ~~RIGHTS~~ ELECTION TO PURCHASE ~~PREFERRED STOCK On December 13~~(To be executed if holder desires to exercise Rights represented by the Right Certificate.) To Healthcare Trust, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. Inc.: The ~~distribution is payable on December 31, 1996~~ undersigned hereby irrevocably elects to ~~the shareholders of record on December 16, 1996. Each~~ exercise Rights represented by this Right ~~entitles the registered holder~~ Certificate to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common ~~Stock~~ Shares (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or ~~property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i~~property) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise ~~thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time~~ of such ~~transaction would have a market value~~ Rights and requests that certificates for such Common Shares (or other securities or property) be issued in the name of: Please insert Social Security or other identifying number: _______________________________ (Please print name and address) Exercise of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (~~other than Rights owned by such person or group which will have become void~~select applicable provision) ~~in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject~~ ¨ pursuant to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy Section 7.1 of the Rights Agreement ~~has been filed with the Securities and Exchange Commission as an Exhibit~~ ¨ pursuant to ~~a Registration Statement on Form 8-A dated December 16, 1996. A copy~~ Section 11.1.2 of the Rights Agreement ~~is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description~~ ¨ pursuant to Section 13 of the Rights ~~does~~ Agreement If such number of Rights shall not ~~purport~~ be all the Rights represented 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 must conform to the holder specified on the Right Certificate) Signature Guaranteed: Signatures must be ~~complete~~ guaranteed by an eligible guarantor institution (bank, stock broker or savings and ~~is qualified~~ loan association with membership in ~~its entirety~~ an approved signature medallion program). Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the Rights represented by ~~reference~~ this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement~~, which is hereby incorporated herein by reference.~~). Signature

Appears in 1 contract

Samples: Rights Agreement (Healthcare Trust, Inc.)

Signature Guaranteed. ~~Signatures~~ 2/ NOTE: The signature to this assignment must ~~be guaranteed~~ correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or any change whatsoever. FORM OF CLASS B CERTIFICATE EXHIBIT A-2 THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF PERSONS INVESTING ASSETS OF A BENEFIT PLAN (AS DEFINED BELOW) OR AN INDIVIDUAL RETIREMENT ACCOUNT OTHER THAN BY INSURANCE COMPANIES INVESTING ASSETS SOLELY OF THEIR GENERAL ACCOUNTS. REGISTERED $___________ 3/ No. R-______________ CUSIP No.________ Unless this Class B Certificate is presented by an authorized representative of The Depository Trust Company, a ~~member firm~~ New York corporation ("DTC"), to American Express Centurion Bank, American Express Receivables Financing Corporation II or their agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST SERIES 2002-3 CLASS B FLOATING RATE ASSET BACKED CERTIFICATE Expected Final Payment Date: The May 2007 Distribution Date Each $1,000 minimum denomination represents a 1/73,600ths undivided interest in Class B of the AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2002-3 Evidencing an undivided interest in certain assets of a ~~registered national securities exchange~~trust, the corpus of which consists primarily of an interest in receivables generated from time to time in the ordinary course of business in a ~~member~~ portfolio of credit and charge accounts serviced by AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., and other assets and interests constituting Trust Assets under the ~~National Association~~ Pooling and Servicing Agreement referred to below. (Not an interest in or obligation of ~~Securities Dealers~~American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Receivables Financing Corporation II or ~~a commercial bank or trust company having an office or correspondent~~ any of their respective affiliates) -------------------- 3/ Denominations of $1,000 and integral multiples of $1,000 in ~~the United States~~excess thereof. ~~-------------------------------------------------------------------------------- (to be completed if applicable) The undersigned hereby~~ This 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 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INCCEDE & CO. (the "~~Company~~Class B Certificateholder") ~~declared~~ is the registered owner of a ~~dividend distribution~~ fractional, undivided interest in certain assets of ~~one preferred stock purchase right (~~a ~~"Right") for each outstanding share of Common Stock, $.01 par value~~ trust (the "~~Common Stock~~Trust") created pursuant to the Pooling and Servicing Agreement, dated as of May 16, 1996 (as amended and supplemented, the "Agreement"), as supplemented by the Series 2002-3 Supplement, dated as of ~~the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December~~ May 16, ~~1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock~~ 2002 (as amended and supplemented, the "~~Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price~~Supplement"), ~~subject to adjustment. The description~~ among American Express Centurion Bank and ~~terms of the Rights are set forth in a Rights Agreement~~ American Express Receivables Financing Corporation II, as transferors (together, the "~~Rights Agreement~~Transferors"~~) between the Company and KeyCorp Shareholder Services~~), American Express Travel Related Services Company, Inc., as ~~Rights Agent~~ servicer, and The Bank of New York, a New York banking corporation, as trustee (the "~~Rights Agent~~Trustee"). ~~Until~~ The corpus of the ~~earlier to occur~~ Trust consists of (i) the ~~tenth day following~~ Transferors' ownership interest in a ~~public announcement that a person or group~~ portfolio of ~~affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock~~ receivables (the "~~Share Acquisition Date~~Receivables") ~~or (ii)~~ existing in credit and charge accounts identified under the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time ~~to prevent dilution~~ (~~i) in~~ the ~~event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock~~"Accounts"), (ii) ~~upon~~ all Receivables generated under the ~~grant~~ Accounts from time to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or time thereafter, (iii) ~~upon the distribution~~ funds collected or to ~~holders~~ be collected from cardmembers in respect of the ~~Preferred Stock~~ Receivables, (iv) all funds which are from time to time on deposit in the Collection Account, the Special Funding Account, and any other Series Accounts and (v) all other assets and interests constituting the Trust. Although a summary of ~~evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125%~~ certain provisions of the ~~rate~~ Agreement and the Supplement is set forth below and in the Summary of Terms and Conditions attached hereto and made a part hereof, this Class B Certificate does not purport to summarize the Agreement and the Supplement and reference is made to the Agreement and the Supplement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the ~~last cash dividend theretofore paid or dividends payable~~ Trustee. A copy of the Agreement and the Supplement (without schedules) may be requested from the Trustee by writing to the Trustee at the Corporate Trust Office. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the ~~Preferred Stock)~~ Agreement or the Supplement, as applicable. This Class B Certificate is issued under and is subject to the terms, provisions and conditions of ~~subscription rights or warrants (other than those referred to above). The number of outstanding Rights~~ the Agreement and the ~~number~~ Supplement, to which Agreement and Supplement, each as amended and supplemented from time to time, the Class B Certificateholder by virtue of ~~one one-thousandths~~ the acceptance hereof assents and is bound. No Class B Certificate may be acquired by or for the account of any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a ~~share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment~~ plan's investment in ~~the event of~~ such entity (a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void"Benefit Plan"), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of unless (i) ~~the Share Acquisition Date~~such acquirer or holder is an insurance company, (ii) the ~~tenth business day~~ source of funds used to acquire or hold such Certificate (or ~~such later date~~ interest therein) is an "insurance company general account" (as ~~may be determined by action~~ defined in U.S. Department of ~~the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person~~Labor Prohibited Transaction Class Exemption ("PTCE") ~~after the commencement of~~95-60), ~~or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or~~ and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. By acquiring any interest in this Class B Certificate, each applicable Certificate Owner shall be deemed to have represented and warranted either (i) that it is not a Benefit Plan and is not acting for the account of any Benefit Plan or (ii) that (1) it is an insurance company, (2) the source of funds used to acquire or hold an interest in such Certificate is an "insurance company general account" (as such term is defined in PTCE 95-60), and (3) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE SUPPLEMENT. It is the intent of the Transferors and the Class B Certificateholder that, for federal, state and local income and franchise tax purposes, the Class B Certificates will qualify as indebtedness of the Transferors secured by the Receivables. The Class B Certificateholder, by the acceptance of this Class B Certificate, agrees to treat this Class B Certificate for federal, state and local income and franchise tax purposes as debt of the Transferors. In general, payments of principal with respect to the Class B Certificates are limited to the Class B Invested Amount, which may be less than the unpaid principal balance of the Class B Certificates. The Expected Final ~~Expiration~~ Payment Date is the May 2007 Distribution Date, but principal with respect to the ~~Board~~ Class B Certificates may be paid earlier or later under certain circumstances described in the Agreement and the Supplement. If for one or more months during the Controlled Accumulation Period there are not sufficient funds to pay the Controlled Deposit Amount, then to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Controlled Accumulation Period to make up for such shortfalls, the final payment of ~~Directors~~ principal of the ~~Company may redeem~~ Class B Certificates will occur later than the ~~Rights in whole, but not in part, at a price~~ Expected Final Payment Date. Unless the certificate of ~~$.001 per Right (the "Redemption Price"). Immediately upon the action~~ authentication hereon has been executed by or on behalf of the ~~Board of Directors of~~ Trustee, by manual signature, this Class B Certificate shall not be entitled to any benefit under the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, Agreement or the ~~shares of Common Stock~~ Supplement or ~~Preferred Stock exchangeable~~ be valid for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by referenceany purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (American Express Centurion Bank)

Signature Guaranteed. ~~Signatures must be guaranteed by~~ Participant in a ~~member firm of a registered national securities exchange~~Recognized Signature Guaranty Medallion Program By:______________________________ Authorized Signature The following is the Bondowner's Election Notice described herein: BONDOWNER'S ELECTION NOTICE --------------------------- Massachusetts Industrial Finance Agency Industrial Revenue Bonds (AFC Cable Systems, 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. -------------------------------------------------------------------------------- (to be completed if applicableInc. Issue - Series 1996) Principal Principal Amount/*/ Bond Purchase Amount CUSIP Tendered for Purchase Numbers Date ------ ----- --------------------- ------- ---- The undersigned hereby certifies that it is the ~~Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in~~ registered owner of the ~~Rights Agreement). ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC.~~ Bonds described above (the "~~Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock~~Tendered Bonds"), which are in the Weekly Mode, and hereby agrees that the delivery of ~~the Company. The distribution is payable on December 31, 1996~~ this instrument of transfer to the ~~shareholders~~ Trustee constitutes an irrevocable offer to sell the Tendered Bonds to the Borrower or their designee on the Purchase Date, which shall be a Business Day at least seven (7) calendar days following delivery of ~~record on December 16~~this instrument, ~~1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock")~~ at a purchase price ~~of $ 150.00 per one one-thousandth of a share of Preferred Stock~~ equal to the unpaid principal balance thereof plus accrued and unpaid interest thereon to the Purchase Date (the "Purchase Price")~~, subject to adjustment~~. The ~~description~~ undersigned acknowledges and ~~terms~~ agrees that this election notice is irrevocable and that the undersigned will have no further rights with respect to the Tendered Bonds except payment, upon presentation and surrender of the ~~Rights are set forth~~ Tendered Bonds of the corporate trust office of the Trustee, 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 or such other address specified in ~~a Rights Agreement (~~writing by the ~~"Rights Agreement") between~~ Trustee to the ~~Company and KeyCorp Shareholder Services~~Bondowners, ~~Inc.,~~ of the Purchase Price by wire or bank transfer within the continental United States from the Trustee to the undersigned at its address as ~~Rights Agent (~~shown on the ~~"Rights Agent"). Until~~ registration books of the ~~earlier to occur of~~ Trustee (i) on the ~~tenth day following a public announcement that a person~~ Purchase Date if the Tendered Bonds shall have been surrendered to the Trustee at or ~~group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of~~ prior to 10:00 A.M., Providence, Rhode Island time, on the ~~outstanding shares of the Common Stock (the "Share Acquisition Date")~~ Purchase Date or (ii) on any Delivery Date subsequent to the ~~tenth business day~~ Purchase Date on which Tendered Bonds are delivered to the Trustee at or prior to 10:00 A.M., Providence, Rhode Island time, together with an appropriate endorsement for transfer or accompanied by a bond power endorsed in blank, provided that for so long as the Bonds are in the Book-Entry Only System, physical surrender of the Bonds to the Trustee shall not be required and the Bonds shall be tendered pursuant to the procedures described in Paragraph 301(d)(iii)) of the Loan and Trust Agreement referred to below. ------------------------------- /*/ Must be in a minimum amount of $100,000 (or ~~such later date as may be determined~~ the entirety of a Bond which has previously been reduced below $100,000 by ~~action~~ partial redemption) and integral multiples of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would $5,000 in excess thereof and must not result in any ~~person becoming an Acquiring Person (~~portion of a Bond not tendered being below the ~~earlier~~ minimum of ~~such dates being called~~ $100,000. --- Except as otherwise indicated herein and unless the ~~"Distribution Date")~~context otherwise requires, the ~~Rights will be evidenced, with respect to any of~~ terms used herein shall have the ~~Common Stock certificates outstanding~~ meanings set forth in the Loan and Trust Agreement dated as of ~~December 16~~July 1, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior 1996 relating to the ~~Distribution~~ Bonds. Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void:_________________ Signature(s) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.__________________________________ __________________________________ __________________________________ __________________________________ Street City State Zip

Appears in 1 contract

Samples: Loan and Trust Agreement (Afc Cable Systems Inc)

Signature Guaranteed. ~~Signatures~~ All Guarantees must be ~~guaranteed~~ made by a ~~member firm of~~ financial institution (such as a ~~registered national securities exchange~~bank or broker) which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), ~~a member of~~ the ~~National Association of Securities Dealers~~New York Stock Exchange, ~~Inc.~~Inc. Medallion Signature Program (“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) and must not be dated. Guarantees by a ~~commercial bank or trust company having an office or correspondent in the United States~~notary public are not acceptable. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ 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 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 ~~STOCK On December 13~~SHARES Introduction Effective February 24, ~~1996~~2009, the Executive Committee of the Board of Directors ~~of SOFTWARE SPECTRUM, INC.~~ (the "“Board”) of Centex Corporation, a Nevada corporation (the “Company") ”), adopted a rights plan and declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "“Right"”) for each outstanding share of ~~Common Stock~~common stock, ~~$.01~~ par value ~~(the "Common Stock")~~$0.25 per share, of the ~~Company~~Company (“Common Stock”). The ~~distribution~~ dividend is payable on ~~December 31~~March 6, ~~1996~~ 2009 to the ~~shareholders~~ stockholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on ~~the Distribution Date and such separate Right Certificates alone will evidence the Rights~~March 6, 2009. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise specific terms of the Rights are ~~subject to adjustment from time to time to prevent dilution~~ contained in a Rights Agreement, dated as of February 24, 2009, between the Company and Mellon Investor Services LLC, as Rights Agent (~~i) in~~ the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above“Rights Plan”). ~~The number of outstanding Rights and the number of one one-thousandths of~~ Following is a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy summary of the Rights ~~Agreement~~ Plan. 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~~ exhibit to a the Registration Statement on Form 8-A dated ~~December 16~~on or about February 25, ~~1996~~2009. A Upon written request, the Company will provide a copy of the Rights Agreement ~~is available~~ free of charge ~~from~~ to any of its stockholders. The Board adopted the Rights ~~Agent~~Plan in an effort to protect stockholder value by attempting to protect against the possible limitation on our ability to use net operating loss carry-overs, ~~KeyCorp Shareholder Services~~capital loss carry-overs, ~~Inc. This summary description~~ general business credit carry-overs, alternative minimum tax credit carry-overs and foreign tax credit carry-overs, as well as any “net unrealized built-in losses” within the meaning of Section 382 of the Internal Revenue Code, of the Company (collectively, “Tax Benefits”) to reduce potential future federal and state income tax obligations. We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code and rules adopted by the Internal Revenue Service, and certain states, the Company may “carryforward” these losses in certain circumstances to offset any current and future earnings and thus reduce the Company's federal and state income tax liability. To the extent that the Tax Benefits do not otherwise become limited, we believe that the Company will be able to carry forward a significant amount of the Tax Benefits and therefore these Tax Benefits could be a substantial asset to the Company. However, if we experience an “Ownership Change,” as defined in Section 382 of the Internal Revenue Code, the Company's ability to use the Tax Benefits will be substantially limited or delayed, which could therefore significantly impair the value of that asset. The Rights Plan is intended to act as a deterrent to any person or group acquiring 4.9% or more of our outstanding Common Stock (an “Acquiring Person”) without the approval of the Board. Stockholders who own 4.9% or more of the Company's outstanding Common Stock as of the close of business on February 24, 2009 will not trigger the Rights Plan so long as they do not (i) acquire additional shares of Common Stock representing (a) one-half of one percent (0.5%) or more of the shares of Common Stock then outstanding (if they have continuously owned 5.0% or more since the date of the Rights Plan) or (b) such number of additional shares of Common Stock as long as the aggregate shares owned by such stockholder is less than 5.0% (if they have not continuously owned 5% or more) or (ii) fall under 4.9% ownership of Common Stock and then re-acquire shares that in the aggregate equal 4.9% or more of the Common Stock. A 4.9% limit has been included in the Rights Plan because the tests for an “Ownership Change” under Section 382 are measured in part by changes in the ownership by stockholders owning 5% or more of our Common Stock. The Rights Plan does not ~~purport to be complete and is qualified~~ exempt any future acquisitions of Common Stock by Acquiring Persons. The Board may, in its ~~entirety by reference to~~ sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights ~~Agreement, which~~ Plan if it determines the acquisition by such person or group will not jeopardize tax benefits or is ~~hereby incorporated herein by reference~~otherwise in the Company’s best interests.

Appears in 1 contract

Samples: Rights Agreement (Centex Corp)

Signature Guaranteed. ~~Signatures must~~ Participant in a Recognized Signature Guarantee Medallion Program By: ---------------------------------- Authorized Signatory FORM OF REPURCHASE NOTICE To: American Equity Investment Life Holding Company The undersigned registered holder of this Security requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, on the date specified below, in accordance with the terms and conditions specified in paragraph 6 of this Security and the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing the portion of principal amount hereof not to be ~~guaranteed by~~ so repurchased, be issued and delivered to the registered holder hereof unless a ~~member firm~~ different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a ~~registered national securities exchange~~Person other than the undersigned, ~~a member of~~ the ~~National Association~~ undersigned shall pay all transfer taxes payable with respect thereto. Dated: ----------------------------------- Signature(s) Fill in for registration of Securities ~~Dealers, Inc., or a commercial bank or trust company having an office or correspondent~~ not repurchased if to be issued other than to and in the ~~United States. --------------------------------------------------------------------------------~~ name of registered holder: ------------------------------------------------------------------------------- (Name) ------------------------------------------------------------------------------- (Street Address) ------------------------------------------------------------------------------- (City, state and zip code) Please print name and address principal amount to be ~~completed~~ repurchased (if ~~applicable~~less than all): $__,000 date of requested repurchase: December 15, 20__ (specify either December 15, 2011, 2014 or 2019) FORM OF OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: American Equity Investment Life Holding Company The undersigned registered holder of this Security 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 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board acknowledges receipt of ~~Directors of SOFTWARE SPECTRUM, INC.~~ a notice from American Equity Investment Life Holding Company (the "Company") ~~declared~~ as to the occurrence of a ~~dividend distribution of one preferred stock purchase right~~ Change in Control with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a ~~"Right"~~multiple thereof) ~~for each outstanding share of Common Stock~~designated below, ~~$.01 par value (~~in accordance with the ~~"Common Stock"),~~ terms of the ~~Company. The distribution is payable on December 31~~Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, ~~1996~~ be issued and delivered to ~~the shareholders of record on December 16, 1996. Each Right entitles~~ the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to ~~purchase from~~ be issued in the ~~Company one one- thousandth~~ name of a ~~share of~~ Person other than the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date")undersigned, the ~~Rights will be evidenced,~~ undersigned shall pay all transfer taxes payable with respect ~~to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached~~ thereto. ~~The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration~~ Dated: --------------------------- Signature(s) Fill in for registration of ~~the Rights), the Rights will~~ Securities not repurchased if to be ~~transferred with~~ issued other than to and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the ~~event~~ name of ~~any merger~~registered holder: ------------------------------------------------------------------------------- (Name) ------------------------------------------------------------------------------- (Street Address) ------------------------------------------------------------------------------- (City, ~~consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will~~ state and zip code) Please print name and address principal amount to be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution repurchased (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at if less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125all): $__,000 SCHEDULE I AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY Series B 5.25% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.Contingent Convertible Senior Notes Due 2024 No: Date Principal Amount Notation -------------------------------------------------------------------------------

Appears in 1 contract

Samples: American Equity Investment Life Holding Co

Signature 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 exchange~~1934, ~~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~~as amended. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ 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, 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. ~~------------------------------ Signature~~ SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES (EXHIBIT C TO RIGHTS AGREEMENT) On ~~December 13~~September 5, ~~1996~~2007, the Board of Directors of ~~SOFTWARE SPECTRUM~~XXX. A. BANK CLOTHIERS, INC. (the "“Company"”) declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "“Right"”) for each outstanding share of ~~Common Stock~~common stock, ~~$.01~~ par value $0.01 per share (the "“Common ~~Stock"~~Shares”), of the Company. The ~~distribution~~ dividend is ~~payable on December 31~~effective as of September 20, ~~1996~~ 2007 (the “Record Date”) with respect to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-hundredth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $1.00 per share (the "“Preferred ~~Stock")~~ Shares”), of the Company at a price of ~~$ 150.00~~ $200.00 per one one-~~thousandth~~ hundredth of a ~~share of~~ Preferred ~~Stock~~ 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 of September 6, 2007 (the "“Rights Agreement") ”), between the Company and ~~KeyCorp Shareholder Services, Inc., as Rights Agent~~ Continental Stock Transfer & Trust Company (the "“Rights Agent"”). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Bank Jos a Clothiers Inc /De/)

Signature Guaranteed. ~~Signatures~~ (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. --------------------------------------------------------------------------------~~ States or by a member firm of a registered securities exchange of the National Association of Securities Dealers, Inc.) ASSIGNMENT (to To be ~~completed if applicable~~signed only upon assignment of Warrants) ~~The~~ FOR VALUE RECEIVED, the undersigned hereby ~~certifies that~~ sells, assigns and transfers 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 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding _____________________shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Warrant Stock represented by the within Warrant Certificate unto, and requests that a certificate for such ~~certificate. As soon as practicable following~~ Warrant be issued in the ~~Distribution Date, separate certificates evidencing the Rights~~ name of: ----------------------------------------------------- (~~"Right Certificates"~~Name and Address of Assignee Must be Printed or Typewritten) ~~will be mailed~~ ----------------------------------------------------- ----------------------------------------------------- hereby irrevocably constituting and appointing _______________________________ Attorney to ~~holders of record of the Common Stock as of the close of business~~ transfer said Warrants on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder books of the Company, ~~including~~with full power of substitution in the premises and, if said number of warrant Stock shall not bear all of the Warrant Stock purchasable under the within Warrant Certificate, that a new Warrant Certificate for the balance of the Warrant Stock purchasable under the within Warrant Certificate be registered in the name of the undersigned Warrantholder and delivered to such Warrantholder's address as then set forth on the Company's books. Dated: -------------------------------- Signature of Registered Holder Note: The above signature must correspond with the name as it appears upon the face of this Warrant Certificate in every particular, without ~~limitation, the right to vote~~ alteration or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by referenceenlargement or any change whatever.

Appears in 1 contract

Samples: Representative Warrant Agreement (Scoop Inc/De)

Signature Guaranteed. ~~Signatures must be guaranteed by a member firm~~ Note: Any transfer or assignment of ~~a registered national securities exchange, a member~~ this Warrant Certificate is subject to compliance with the restrictions on transfer imposed under the Warrant Agreement. Fieldpoint Petroleum Corporation Warrant Agreement EXERCISE (Form of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (Exercise to be ~~completed~~ Executed if ~~applicable~~the Warrant Holder Desires to Exercise Warrants Evidenced Hereby) TO THE COMPANY: The undersigned hereby ~~certifies that the Rights evidenced~~ irrevocably elects to exercise ____________ Warrants represented by this ~~Right~~ Warrant Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder and to purchase ~~from~~ thereunder the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the full number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Common Stock issuable upon exercise of ~~each Right are also subject to adjustment~~ said Warrants and enclose $__________ as the purchase price therefor, and requests that certificates for such shares shall be issued in the ~~event~~ name of, and cash for any fractional shares shall be paid to, Please insert Social Security Number or other identifying number: ________________________________________ _____________________________________________________________________________ (Please print name and address, including zip code) and, if said number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a ~~stock split~~ new Warrant Certificate for the unexercised number of Warrants may be assigned under the ~~Common Stock or a stock dividend~~ form of Assignment appearing hereon. Dated:__________________ Signature: ____________________________ (Signature must conform in all respects to name of holder as specified on the ~~Common Stock payable in shares~~ face of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will this Warrant Certificate) SIGNATURE GUARANTEED: ______________________________ IMPORTANT: Signature guarantee must be made ~~so that each holder~~ by a participant of ~~a Right will thereafter have the right~~ STAMP or another signature guarantee program acceptable to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange ~~Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16~~Commission, ~~1996. A copy~~ the Securities Transfer Association and the Transfer Agent of the ~~Rights Agreement is available free of charge from~~ Company or the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.Company. Fieldpoint Petroleum Corporation

Appears in 1 contract

Samples: Warrant Agreement (Fieldpoint Petroleum Corp)

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. -------------------------------------------------------------------------------- (to be completed if applicable) The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not ~~beneficially owned~~ being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ~~------------------------------~~ _________________________________________ Signature -------------------------------------------------------------------------------- NOTICE The signature on the foregoing Form of Assignment or Form of Election to Purchase and certificates, must conform to the name as written above on 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 Corporation 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 such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On ~~December 13~~May 15, ~~1996~~2000, the Board of Directors of ~~SOFTWARE SPECTRUM~~IVC Industries, ~~INC.~~ Inc. (the "~~Company~~Corporation") declared a dividend distribution of one preferred ~~stock~~ share purchase right (a "Right") for each outstanding share of Common Stock, ~~$.01~~ par value $0.08 per share (the "Common Stock"), of the ~~Company~~Corporation. The ~~distribution~~ dividend is payable ~~on December 31, 1996~~ to the shareholders of record on ~~December 16~~May 24, ~~1996~~2000 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Date. ~~Each Right~~ Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the ~~Company one one-~~ Corporation one-thousandth of a share of ~~the Company's~~ Series A ~~Junior Participating~~ Preferred ~~Stock~~ Stock, par value $0.01 per share (the "Preferred Stock") ), of the Corporation at a price of ~~$ 150.00~~ $21 per ~~one~~ one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Corporation and American Stock Transfer & Trust Company ~~and KeyCorp Shareholder Services, Inc.,~~ as Rights Agent (the "Rights Agent"), dated as of May__, 2000. ~~Until~~ Initially, the ~~earlier~~ Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) expiration of the ~~tenth~~ Board's right to redeem the Rights during the 10 day ~~following a public announcement that~~ period ("Window Period"), or any extension of the Window Period, after a person or group of affiliated or associated persons (~~an "Acquiring Person"~~other than exempted shareholders) ~~acquired~~ becoming the beneficial ~~ownership~~ owner of 2015% or more of the outstanding ~~shares of the~~ Common Stock (except pursuant to a Permitted Offer, as hereinafter defined, or if the ~~"Share Acquisition Date")~~ acquisition is approved in advance by the Corporation's Board of Directors); or (ii) ~~the tenth business day~~ 10 days (or such later date as ~~may be determined by action of~~ the Board ~~of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person~~may determine) ~~after~~ following the commencement of, or announcement of an intention to ~~commence~~make, a tender offer or exchange ~~offer~~ offer, the consummation of which would result in ~~any~~ a person or group becoming an Acquiring Person (as hereinafter defined) (the ~~earlier~~ earliest of such dates being called the "Distribution Date"). A person or group whose acquisition of Common Stock causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a person or group becomes an Acquiring Person is the "Shares Acquisition Date." Notwithstanding the foregoing, an Acquiring Person shall not include (i) any person who or which, together with all affiliates and associates of such person, as of the close of business on the day the Corporation publicly announces that the Board of Directors has adopted the Rights Agreement (the "Announcement Date"), was the beneficial owner of 15% or more of the shares of Common Stock, (ii) E. Xxxxxx Xxxxx, Xxxxxx X. Xxxxx, Xxxx X. Xxxxx, their respective spouses and descendants and the spouses of such descendants, and any trust, the ~~Rights will be evidenced~~entire beneficial interest of which is, ~~with respect to any~~ during the term of such trust held for the benefit of one or more of the foregoing individuals and (iii) Xxxxxx Xxxxxxxxx; provided, however, that any such person, together with all affiliates and associates of such person, shall cease to be exempt from being an Acquiring Person if the number of shares of Common Stock ~~certificates outstanding~~ beneficially owned by that person, together with all affiliates and associates of such person (other than as a result of a stock dividend, stock split or stock distribution by the Corporation) exceeds by more than one percent the number of shares of Common Stock beneficially owned by that person, together with all affiliates and associates of such person, as of ~~December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto~~the Announcement Date. The Rights Agreement provides that, until the Distribution ~~Date (or earlier redemption or expiration of the Rights)~~Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after ~~December 16, 1996,~~ the Record Date upon transfer or new issuance of ~~the~~ shares of Common ~~Stock,~~ Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of ~~the~~ Common Stock ~~certificates~~ outstanding as of ~~December 16, 1996~~the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, also will ~~also~~ constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of ~~the~~ Common Stock as of the close of business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution ~~Date. The Rights~~ Date and will expire at the close of business on ~~December 31~~May 15, ~~2006~~2010, ~~(the "Final Expiration Date") unless the Final Expiration Date is extended or~~ unless earlier redeemed ~~or exchanged~~ by the ~~Company, in each case,~~ Corporation as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event ~~of liquidation, the holders~~ that any person becomes an Acquiring Person (except (i) pursuant to a tender or exchange offer which is for all outstanding Common Stock at a price and on terms which a majority of the ~~Preferred Stock will receive a preferential liquidation payment~~ Board of ~~$1,000 per share, but will~~ Directors determines to be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, adequate and in the ~~event~~ best interests of ~~any merger~~the Corporation, ~~consolidation~~ its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer") or ~~other transaction in which~~ (ii) if such acquisition of shares of Common Stock ~~are exchanged~~is approved in advance by the Board of Directors of the Corporation), each ~~share~~ holder of ~~Preferred Stock~~ a Right will ~~be entitled~~ thereafter have the right (the "Flip-In Right") to receive ~~1,000 times~~ upon exercise the ~~amount received per one share~~ number of shares of Common ~~Stock. The Rights are protected by customary anti-dilution provisions. Because~~ Stock or, in the discretion of the ~~nature~~ Board of ~~the Preferred Stock dividend, liquidation and voting rights~~Directors, the ~~value~~ number of ~~the one~~ one-~~thousandth interest in~~ thousandths of a share of Preferred Stock ~~purchasable upon~~ (or, in certain circumstances, other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of ~~each~~ the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. However, in the event that any person becomes an Acquiring Person, the Board of Directors may, within a 10-day period following the date of public announcement that such person has become an Acquiring Person (the "Window Period") redeem the rights or extend the Window Period in order to prevent or delay the Flip-In Right ~~should approximate~~ from triggering. In the ~~value~~ event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of ~~one share~~ all of the outstanding shares of Common ~~Stock~~Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to an Acquiring Person or any affiliate or associate or any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or, if in such transaction all holders of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of ~~the~~ Preferred Stock, Common Stock or other securities ~~or property~~ issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase shares of ~~the~~ Preferred Stock at a price, or securities convertible ~~securities at~~ into shares of Preferred Stock with a conversion price, less than the ~~then-~~then current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular ~~periodic~~ quarterly cash ~~dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock~~dividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of ~~one~~ one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In Shares of Preferred Stock purchasable upon exercise of the ~~event that the Company is acquired in a merger or other business combination transaction or that 50% or more~~ Rights will not be redeemable. Each share of ~~its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision~~ Preferred Stock will be ~~made so that each holder~~ entitled to an aggregate dividend per share of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two 1000 times the ~~exercise price~~ dividend declared per share of ~~the Right~~Common Stock. In the event ~~that any person or group~~ of ~~affiliated or associated person becomes an Acquiring Person~~liquidation, ~~proper provision~~ first the holders of the Corporation's Class A Preferred Stock will be ~~made so that each holder~~ entitled to a preferential liquidation payment of ~~a Right~~$.01 per share; thereafter, ~~other than Rights that were or are beneficially owned by~~ the ~~Acquiring Person (which will thereafter be void), will thereafter have~~ holders of the ~~right to receive upon exercise that number of~~ shares of Preferred Stock and the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common ~~Stock~~Stock will share the remaining assets in the ratio of 1000 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. With certain exceptions, no adjustment in the ~~Board~~ Purchase Price will be required until cumulative adjustments require an adjustment of ~~Directors~~ at least 1% in such Purchase Price. No fractional shares of ~~the Company may exchange the Rights~~ Preferred Stock will be issued (other than ~~Rights owned by such person~~ fractions which are one-thousandth or ~~group which will have become void) in whole or in part, at an exchange ratio~~ integral multiples of ~~one share of Common Stock, or one~~ one-thousandth of a share of Preferred ~~Share per Right (subject~~ Stock, which may, at the election of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to ~~adjustment)~~the date of exercise. At any time prior to ~~5:00 P.M. Dallas, Texas time on~~ the ~~earliest~~ earlier to occur of (i) the ~~Share Acquisition Date,~~ expiration of the Window Period or any extension thereof following a person becoming an Acquiring Person or (ii) the ~~tenth business day (or such later date as may be determined by action~~ expiration of the ~~Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of~~Rights, ~~or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date~~and under certain other circumstances, the ~~Board of Directors of the Company~~ Corporation may redeem the Rights in whole, but not in part, at a price of $~~.001~~ 0.01 per Right (the "Redemption Price"~~). Immediately~~ ) which redemption shall be effective upon the action of the Board of ~~Directors~~ Directors. Additionally, following a Shares Acquisition Date and the expiration of the ~~Company electing to redeem or exchange~~ period during which the holder of Rights may exercise the Rights, the ~~Company shall make announcement thereof~~Corporation may redeem the then outstanding Rights in whole, ~~and upon such election~~but not in part, ~~the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive~~ at the Redemption Price, provided that such redemption (a) is in connection with a merger or other business combination transaction or series of transactions involving the ~~shares~~ Corporation in which all holders of Common Stock are treated alike but not involving an Acquiring Person or ~~Preferred Stock exchangeable~~ its affiliates or associates, or (b) if and for so long as the ~~Rights~~Acquiring Person does not own 15% or more of the voting power of the Corporation and there are no other Acquiring Persons. All of the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation prior to the Distribution Date. After the Distribution Date, ~~as applicable~~the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the ~~Company~~Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated ~~December 16~~May __, ~~1996~~2000. A copy of the Rights Agreement ~~is available free of charge from~~ will be provided upon written request (directed to Xxxxxxx Xxxxxx, Secretary, at the ~~Rights Agent, KeyCorp Shareholder Services, Inc.~~ Corporation's executive offices) for a fee limited to the Corporation's reasonable expenses in furnishing such exhibit. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Ivc Industries Inc)

Signature Guaranteed. ~~Signatures must~~ Signature of Guarantor ASSIGNMENT (To be ~~guaranteed~~ executed by ~~a member firm of a~~ the registered ~~national securities exchange, a member of~~ Holder if such Holder desires to transfer Equity Warrants.) FOR VALUE RECEIVED the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (to be completed if applicable) The undersigned hereby ~~certifies that the Rights~~ sells, assigns and transfers unto ---------------------------------------------------------------------- (Print name and address of transferee) Equity Warrants, evidenced by this ~~Right~~ Equity Warrant Certificate, together ------ with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the ------------------------------ within Equity Warrant Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder books of the Company, ~~including, without limitation~~with full power of substitution. If said number of Equity Warrants to be transferred shall not be all of the Equity Warrants evidenced by this Equity Warrant Certificate, the ~~right~~ assignor and assignee agree that such Attorney shall submit this Equity Warrant Certificate to ~~vote or to receive dividends. A copy~~ the Company and request that New Equity Warrant Certificates for the applicable number of Equity Warrants be registered in the names of the ~~Rights Agreement has been filed with~~ undersigned as below indicated and delivered to the ~~Securities and Exchange Commission~~ addresses below: Dated: Signature: -------------------------- ------------------------------- (Insert Social Security or (Signature must conform to name Identifying Number of of holder as ~~an Exhibit to a Registration Statement~~ specified on ~~Form 8-A dated December 16, 1996. A copy~~ the face Assignee) of the ~~Rights Agreement is available free~~ Equity Warrant Certificate) Address of ~~charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description~~ Assignor (if necessary): ------------------------------------ Address of ~~the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.~~Assignee (if necessary): ------------------------------------ Signature Guaranteed:

Appears in 1 contract

Samples: Equity Warrant Agreement (Expedia, Inc.)

Signature Guaranteed. ~~Signatures~~ The 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~~ by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the ~~United States~~account of ___________________________ account number ______________ or, if mailed by check, to ______________________________. ~~--------------------------------------------------------------------------------~~ Statements should be mailed to ____________________. This information is provided by assignee named above, or _______________________, as its agent. EXHIBIT B-1 FORM OF INITIAL CERTIFICATION OF TRUSTEE ______ __, 20__ Mxxxxx Sxxxxxx Capital I Inc. [Name of Master Servicer] 1000 Xxxxxxxx [xxxxxxx] Xxx Xxxx, XX 00000 [Name of Special Servicer] Mxxxxx Sxxxxxx Mortgage [address] Capital Holdings LLC 1000 Xxxxxxxx [Name of Paying Agent] Nxx Xxxx, XX 00000 [address] [Names and addresses of other sellers] Re: Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to ~~be completed if applicable) The~~ Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20__-__ Ladies and Gentlemen: In accordance with the provisions of Section 2.2 of the Pooling and Servicing Agreement, 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~~ that, with respect to each Mortgage Loan listed in the ~~Rights Agreement). ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13~~Mortgage Loan Schedule and subject to the exceptions noted in the schedule of exceptions attached hereto, ~~1996, the Board of Directors of SOFTWARE SPECTRUM, INC.~~ that: (~~the "Company"~~a) ~~declared a dividend distribution of one preferred stock purchase right~~ all documents specified in clause (~~a "Right"~~i) ~~for each outstanding share of Common Stock, $.01 par value (the "Common Stock"),~~ of the ~~Company~~definition of “Mortgage File” are in its possession, (b) such documents have been reviewed by it and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such Mortgage Loan and (c) each Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage File” of the Pooling and Servicing Agreement. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., Trustee makes no representations as ~~Rights Agent (the "Rights Agent"). Until the earlier to occur of~~ to: (i) the ~~tenth day following a public announcement that a person~~ validity, legality, sufficiency, enforceability or ~~group~~ genuineness of ~~affiliated~~ any such documents contained in each Mortgage File or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, Mortgage Loans identified in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition DateMortgage Loan Schedule, (ii) the ~~tenth business day (~~collectability, insurability, effectiveness or suitability of any such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, Mortgage Loan or (iii) ~~the Final Expiration Date, the Board of Directors of the Company may redeem the Rights~~ whether any such documents contained in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Priceeach Mortgage File are appropriate for their represented purposes, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not are other than what they purport to be ~~complete~~ on their face. The Trustee acknowledges receipt of notice that the Depositor has assigned to the Trustee for the benefit of the Certificateholders all of the Depositor’s right, title and interest in and to the Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests, and the assets of Class EI Grantor Trust and that, in the event such assignment is not upheld as an absolute sale, that the Depositor has granted to the Trustee for the benefit of Certificateholders a security interest in such items. Capitalized words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is subject in all respects to the terms of said Pooling and Servicing Agreement including but not limited to Section 2.2. [Name of Trustee], as Trustee By: Name: Title: SCHEDULE OF EXCEPTIONS EXHIBIT B-2 FORM OF FINAL CERTIFICATION OF TRUSTEE ______ __, 20__ Mxxxxx Sxxxxxx Capital I Inc. [Name of Master Servicer] 1000 Xxxxxxxx [xxxxxxx] Xxx Xxxx, XX 00000 [Name of Special Servicer] Mxxxxx Sxxxxxx Mortgage [address] Capital Holdings LLC 1000 Xxxxxxxx [Name of Paying Agent] Nxx Xxxx, XX 00000 [address] [Names and addresses of other sellers] Re: Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20__-__ Ladies and Gentlemen: In accordance with the provisions of Section 2.2 of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions noted in the schedule of exceptions attached hereto, that: (a) all documents required to be included in the Mortgage File pursuant to clauses (i), (ii), (iv), (vi), (viii) and (xii) of the definition of “Mortgage File” required to be in the Mortgage File, and any documents required to be included in the Mortgage File pursuant to all other clauses of the definition of “Mortgage File” (to the extent required to be delivered pursuant to the Pooling and Servicing Agreement and any applicable Primary Servicing Agreement), to the extent actually known by a Responsible Officer of the Trustee to be required pursuant to the Pooling and Servicing Agreement (assuming that, with respect to the documents referred to in clause (xii) of the definition of Mortgage File, an original letter of credit in the possession of the Trustee is not so required, unless a Responsible Officer of the Trustee has actual knowledge to the contrary), are in its possession, (b) such documents have been reviewed by it and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such Mortgage Loan, (c) based on its examination and only as to the Mortgage Note and the Mortgage or the appraisal of the related Mortgaged Property, the street address of the Mortgaged Property set forth in the Mortgage Loan Schedule accurately reflects the information contained in the documents in the Mortgage File, and (d) each Mortgage Note has been endorsed as required by the terms of the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File identified in the Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any of the documents contained in each Mortgage File are appropriate for their represented purposes, or are other than what they purport to be on their face or are in recordable form. The Trustee acknowledges receipt of notice that the Depositor has assigned to the Trustee for the benefit of the Certificateholders all of the Depositor’s right, title and interest in and to the Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests, and the assets of Class EI Grantor Trust and that, in the event such assignment is not upheld as an absolute sale, that the Depositor has granted to the Trustee for the benefit of Certificateholders a security interest in such items. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is qualified in ~~its entirety~~ all respects by ~~reference~~ the terms of said Pooling and Servicing Agreement including but not limited to Section 2.2. [Name of Trustee], as Trustee By: Name: Title: SCHEDULE OF EXCEPTIONS EXHIBIT C FORM OF REQUEST FOR RELEASE [Date] [Name and Address of Trustee] Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20__-__ In connection with the administration of the Mortgage File held by or on behalf of you as trustee under a certain Pooling and Servicing Agreement, dated as of ______, 20__ (the “Pooling and Servicing Agreement”), among Mxxxxx Sxxxxxx Capital I Inc., as depositor, [Name of Master Servicer], as master servicer (the “Master Servicer”), [Name of Special Servicer], as special servicer (the “Special Servicer”), and you as trustee, paying agent and certificate registrar (in such capacity, the “Trustee”), the undersigned as a [Master][Special] Servicer hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee with respect to the ~~Rights Agreement~~following described Mortgage Loan for the reason indicated below. Property Name: Address: Prospectus No.: If only particular documents in the Mortgage File are requested, ~~which is hereby incorporated herein by reference.~~please specify which: Reason for requesting Mortgage File (or portion thereof):

Appears in 1 contract

Samples: Distribution Instructions (Morgan Stanley Capital I Inc.)

Signature Guaranteed. ~~Signatures~~ Signature must be guaranteed by an eligible Notice: The signature(s) on this assignment guarantor institution which is a ~~member firm of a registered national securities exchange, a member~~ participant must correspond with the name(s) as it appears in the Securities Transfer Medallion Program on the face of the ~~National Association~~ within Note in every (STAMP) or similar guarantee program. particular, without Agent's alteration signature or enlargement or any change whatsoever. __________________________________ (Authorized Officer) EXHIBIT G FORM OF NOTE DEPOSITORY AGREEMENT [Standard Form DTC Letter of Representations] ANNEX A FORM OF INVESTOR'S LETTER Xxxxxx Trust and Savings Bank 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Indenture Trust Administration Re: Fidelity Equipment Lease Trust 1999-1, Receivable-Backed Notes, Series 1999-1 Ladies and Gentlemen: [[For Institutional Accredited Investors only] 1. We are an institutional "accredited investor" (an entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities ~~Dealers~~Act of 1933, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (to be completed if applicable) 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 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC.~~ amended (the "~~Company~~Securities Act")) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. We are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an "institutional accredited investor") ~~declared a dividend distribution~~ as to each of ~~one preferred stock purchase right (~~which we exercise sole investment discretion.] [[For Qualified Institutional Buyers only] 1. The Purchaser is a "~~Right~~qualified institutional buyer" within the meaning of Rule 144A ("Rule 144A") ~~for each outstanding share~~ promulgated under the Securities Act of ~~Common Stock~~1933, ~~$.01 par value~~ as amended (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights AgentSecurities Act"). ~~Until the earlier to occur of (i) the tenth day following a public announcement~~ The Purchaser is aware that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business is being made in reliance on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payableRule 144A, and the ~~number of shares of~~ Purchaser has had the ~~Preferred Stock or other securities or property issuable, upon exercise of~~ opportunity to obtain the ~~Rights are subject~~ information required to ~~adjustment from time~~ be provided pursuant to ~~time to prevent dilution~~ paragraph (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stockd)(4)(i) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.Rule 144A.]

Appears in 1 contract

Samples: Fidelity Leasing Inc

Signature Guaranteed. ~~Signatures must be guaranteed by a member firm~~ ASSIGNMENT (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE) For Value Received, the undersigned registered holder hereby sells, assigns and transfers unto ----------------------------------- Name of ~~a registered national securities exchange~~Assignee ----------------------------------- Address of Assignee this Warrant Certificate, ~~a member~~ together with all right, title and interest therein, and does irrevocably constitute and appoint -------------------------------------------------------------------------------- attorney, to transfer the within Warrant Certificate on the books of the ~~National Association~~ Warrant Agent, with full power of ~~Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States~~substitution. -------------------------------------------------------------------------------- ~~(to be completed if applicable)~~ Date -------------------------------------------------------------------------------- Signature Note: The ~~undersigned hereby certifies that~~ above signature must correspond with the ~~Rights evidenced by~~ name as written upon the face of this ~~Right~~ Warrant Certificate ~~are not beneficially owned by an Acquiring Person~~ in every particular, without alteration or ~~an Affiliate~~ enlargement or ~~Associate thereof (as defined in the Rights Agreement)~~any change whatsoever. ~~------------------------------~~ -------------------------------------------------------------------------------- Social Security or Other Taxpayer Identification Number of Assignee Signature ~~SUMMARY~~ Guaranteed: ------------------------- CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder TRANSFER OF WARRANTS Re: Warrants to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "~~Share Acquisition Date~~Securities"), of Source Media, Inc. This Certificate relates to _________ Securities held in the form of* ___________ a beneficial interest in ___________ Physical Warrants by ___________ (the "Transferor"). The Transferor:* / / has requested that the Warrant Agent by written order to exchange or register the transfer of a Physical Warrant or Physical Warrants. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Warrant Agreement relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 6 of such Warrant Agreement, and that the transfer of these Securities does not require registration under the Securities Act of 1933, as amended (the "Act") because*: / / Such Security is being acquired for the Transferor's own account, without transfer. / / Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraphs (a)(1), (2), (3) or (ii7) of Rule 501 under the ~~tenth business day (or such later date as may be determined by action~~ Act. / / Such Security is being transferred in reliance on Regulation S under the Act. / / Such Security is being transferred in reliance on Rule 144 under the Act. / / Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (Act other than ~~those referred~~ Rule 144A or Rule 144 or Regulation S under the Act to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than ~~Rights that were or are beneficially owned by the Acquiring Person~~ an institutional "accredited investor. ------------------------------- (~~which will thereafter be void), will thereafter have the right~~ INSERT NAME OF TRANSFEROR) By: ---------------------------- (Authorized Signatory) Date: ---------------------- *Check applicable box. Form of Certificate to ~~receive upon exercise that number~~ Be Delivered in Connection with Transfers to Institutional Accredited Investors [Date] [Name of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Warrant Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.] [Address]

Appears in 1 contract

Samples: Warrant Agreement (Source Media Inc)

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a ~~member firm of a registered national securities exchange~~bank, ~~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 States~~1934. ~~--------------------------------------------------------------------------------~~ ------------------------------------------------------------------------------- (to To be completed if ~~applicable~~true) The undersigned hereby ~~certifies~~ represents, for the benefit of the Company and all holders of Rights and shares of Common Stock, that the Rights evidenced by this ~~Right~~ Rights Certificate are ~~not beneficially owned~~ not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ~~------------------------------~~ ----------------------------------------- Signature ~~SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996~~------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the ~~Board of Directors of SOFTWARE SPECTRUM, INC. (~~Company will deem the ~~"Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"),~~ Beneficial Owner of the ~~Company~~Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: GENUINE PARTS COMPANY The ~~distribution is payable on December 31, 1996~~ undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the ~~shareholders of record on December 16, 1996. Each Right entitles the registered holder~~ attached Rights Certificate to purchase ~~from~~ the ~~Company one one- thousandth~~ shares of ~~a share of the Company's~~ Series A Junior Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of and delivered to: Name: ---------------------------------------------- Address: ------------------------------------------- ------------------------------------------- Social Security or other Taxpayer ID No.: ---------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name: ---------------------------------------------- Address: ------------------------------------------- ------------------------------------------- Social Security or other Taxpayer ID No.: ---------- Dated: _________________, ______ Signature Guaranteed: ------------------------------------------- Signature (Signature must correspond to name as written upon the ~~"Preferred Stock"~~face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) at Signatures must be guaranteed by an eligible guarantor institution (a ~~price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price")~~bank, ~~subject~~ stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to ~~adjustment. The description and terms~~ Rule 17Ad-15 of the ~~Rights are set forth in a Rights Agreement~~ Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the ~~"Rights Agreement") between~~ benefit of the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary all holders of Rights ~~attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with~~ and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, that the ~~Board of Directors~~ Rights evidenced by this Rights Certificate are not, and, to the knowledge of the ~~Company may exchange~~ undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustmentAgreement). ~~At any time prior to 5:00 P.M. Dallas, Texas time on~~ ------------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the ~~earliest of (i)~~ event the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, certification set forth above is not completed in connection with a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rightspurported assignment, the Company ~~shall make announcement thereof, and upon such election,~~ will deem the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy Beneficial Owner of the Rights ~~Agreement has been filed with~~ evidenced by the ~~Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the~~ enclosed Rights ~~Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport~~ Certificate to be ~~complete and is qualified~~ an Acquiring Person or an Affiliate or Associate thereof (as defined in ~~its entirety by reference to~~ the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION, ~~which is hereby incorporated herein by reference.~~AS AMENDED OF GENUINE PARTS COMPANY

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Genuine Parts Co)

Signature Guaranteed. Signatures must be guaranteed by ~~a member firm of a registered national securities exchange~~an eligible guarantor institution (bank, ~~a member of the National Association of Securities Dealers, Inc.,~~ stock broker or ~~a commercial bank or trust company having~~ savings and loan association with membership in an ~~office or correspondent in the United States~~approved signature medallion program). ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ The undersigned hereby certifies that the Rights ~~evidenced~~ represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional shares of Class A Common Stock related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement). ~~------------------------------~~ Signature ~~SUMMARY~~ Form of Reverse Side of Right Certificate — continued FORM OF ~~RIGHTS~~ ELECTION TO PURCHASE ~~PREFERRED STOCK On December 13~~(To be executed if holder desires to exercise Rights represented by the Right Certificate.) To American Finance Trust, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. Inc.: The ~~distribution is payable on December 31, 1996~~ undersigned hereby irrevocably elects to ~~the shareholders of record on December 16, 1996. Each~~ exercise Rights represented by this Right ~~entitles the registered holder~~ Certificate to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock Shares (or other securities or ~~property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i~~property) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise ~~thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time~~ of such ~~transaction would have a market value~~ Rights and requests that certificates for such Preferred Shares (or other securities or property) be issued in the name of: Please insert Social Security or other identifying number: _______________________________ (Please print name and address) Exercise of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (~~other than Rights owned by such person or group which will have become void~~select applicable provision) ~~in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject~~ □ pursuant to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy Section 7.1 of the Rights Agreement ~~has been filed with the Securities and Exchange Commission as an Exhibit~~ □ pursuant to ~~a Registration Statement on Form 8-A dated December 16, 1996. A copy~~ Section 11.1.2 of the Rights Agreement ~~is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description~~ □ pursuant to Section 13 of the Rights ~~does~~ Agreement If such number of Rights shall not ~~purport~~ be all the Rights represented 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 must conform to the holder specified on the Right Certificate) Signature Guaranteed: Signatures must be ~~complete~~ guaranteed by an eligible guarantor institution (bank, stock broker or savings and ~~is qualified~~ loan association with membership in ~~its entirety~~ an approved signature medallion program). Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the Rights represented by ~~reference~~ this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional shares of Class A Common Stock related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement~~, which is hereby incorporated herein by reference.~~). Signature

Appears in 1 contract

Samples: Rights Agreement (American Finance Trust, Inc)

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a ~~member firm of a registered national securities exchange~~bank, ~~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 States~~1934. -------------------------------------------------------------------------------- (to To be completed if ~~applicable~~true) The undersigned hereby ~~certifies~~ represents, for the benefit of all holders of Class A Rights and shares of Class A Common Stock, that the Class A Rights evidenced by this ~~Right~~ Rights Certificate are ~~not beneficially~~ not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ~~------------------------------~~ ------------------------------------ Signature ~~SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996~~-------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the ~~Board~~ Company will deem the Beneficial owner of ~~Directors~~ the Class A Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of ~~SOFTWARE SPECTRUM~~any of the foregoing and accordingly will deem the Class A Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: RISCORP, INC. (The undersigned hereby irrevocably elects to exercise _________________ whole Class A Rights represented by the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder attached Rights Certificate to purchase ~~from~~ the ~~Company one one- thousandth~~ shares of ~~a share of the Company's~~ Series A Junior Participating Preferred Stock issuable upon the exercise of such Class A Rights and requests that certificates for such shares be issued in the name of: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- If such number of Class A Rights shall not be all the Class A Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Class A Rights shall be registered in the name of and delivered to: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- Dated:____________________, ___. Signature Guaranteed: ------------------------------------ Signature (Signature must correspond to name as written upon the ~~"Preferred~~ face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Class A Rights and shares of Class A Common Stock", that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial owner of the Class A Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) at or a ~~price~~ transferee of ~~$ 150.00 per one one-thousandth~~ any of ~~a share~~ the foregoing and accordingly will deem the Class A Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT A-2 (Form of ~~Preferred Stock~~ Class B Rights Certificate) Certificate No. W- Class B Rights THE CLASS B RIGHTS ARE SUBJECT TO TERMINATION OR MANDATORY EXCHANGE, AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. CLASS B RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID. Class B Rights Certificate RISCORP, INC. This certifies that _______________________, or registered assigns, is the ~~"Purchase Price")~~registered holder of the number of Class B Rights set forth above, each of which entitles the registered holder thereof, subject to ~~adjustment. The description~~ the terms, provisions and ~~terms~~ conditions of the Shareholder Protection Rights ~~are set forth in a Rights Agreement~~ Agreement, dated as of May 13, 1999 (as amended from time to time, the "Rights Agreement") ), between ~~the Company and KeyCorp Shareholder Services~~RISCORP, Inc., a Florida corporation (the "Company"), and First Union National Bank, as Rights Agent (the "Rights Agent"," which term shall include any successor Rights Agent under the Rights Agreement)~~. Until~~ , to purchase from the ~~earlier to occur of~~ Company at any time after the Separation Time (ias such term is defined in the Rights Agreement) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors and prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on ~~the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31~~May 12, ~~2006~~2009, one one-thousandth (1/1,000) of a fully paid share of Series B Junior Participating Preferred Stock, par value $0.01 per share (the "~~Final Expiration Date~~Class B Preferred Stock"), of the Company (subject to adjustment as provided in the Rights Agreement) ~~unless~~ at the ~~Final Expiration Date is extended or unless earlier redeemed or exchanged by~~ Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the ~~Company, in each case, as described below. 47 Each share~~ Form of ~~Preferred Stock purchasable upon exercise~~ Election to Exercise duly executed at the principal office of the Rights ~~will have a minimum preferential quarterly dividend rate of $~~ Agent. The Exercise Price shall initially be $10.00 per ~~share~~Class B Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, ~~but will be entitled~~ the Class B Rights evidenced hereby may entitle the registered holder thereof to purchase securities of an ~~aggregate dividend of 1,000 times~~ entity other than the ~~dividend declared on one share~~ Company or securities or assets of the ~~Common~~ Company other than Class B Preferred Stock, all as provided in the Rights Agreement. In This Rights Certificate is subject to all of the ~~event~~ terms, provisions and conditions of ~~liquidation~~the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common StockRights Certificates. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise Copies of the Rights Agreement are ~~subject to adjustment from time to time to prevent dilution (i) in~~ on file at the ~~event of a stock dividend on, or a subdivision, combination or reclassification~~ principal office of the ~~Preferred Stock~~Company and are available without cost upon written request. This Rights Certificate, ~~(ii)~~ with or without other Rights Certificates, upon surrender at the ~~grant to holders~~ office of the ~~Preferred Stock~~ Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The like tenor evidencing an aggregate number of ~~outstanding~~ Class B Rights ~~and~~ equal to the aggregate number of ~~one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment~~ Class B Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will registered holder shall be ~~made so that each holder of a Right will thereafter have the right~~ entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the ~~exercise thereof at~~ number of whole Class B Rights not exercised. Subject to the ~~then current exercise price~~ provisions of the ~~Right~~Rights Agreement, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will each Class B Right evidenced by this Certificate may be ~~made so that each holder of a Right, other than Rights that were or are beneficially owned~~ (a) terminated by the ~~Acquiring Person~~ Company under certain circumstances, at its option, or (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition b) exchanged by ~~such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of~~ the Company ~~may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part~~under certain circumstances, at ~~an exchange ratio of~~ its option, for one share of Class B Common ~~Stock,~~ Stock or one one-thousandth (1/1,000) of a share of Class B Preferred ~~Share~~ Stock per Class B Right (~~subject to adjustment). At any time prior to 5:00 P.M. Dallas~~or, ~~Texas time on the earliest of (i) the Share Acquisition Date~~in certain cases, ~~(ii) the tenth business day (~~other securities or ~~such later date as may be determined by action~~ assets of the ~~Board of Directors prior~~ Company), subject in each case to ~~such time~~ adjustment in certain events as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result provided in ~~any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem~~ the Rights ~~in whole, but not in part, at a price~~ Agreement. No holder of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the this Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereofCertificate, as such, ~~will have no~~ shall be entitled to vote or receive dividends or be deemed for any purpose the holder of any securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights as of a shareholder of the ~~Company, including, without limitation, the~~ Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive ~~dividends. A copy~~ notice of meetings or other actions affecting shareholders (except as provided in the Rights ~~Agreement has~~ Agreement), or to receive dividends or subscription rights, or otherwise, until the Class B Rights evidenced by this Rights Certificate shall have been ~~filed with the Securities and Exchange Commission~~ exercised or exchanged as ~~an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of~~ provided in the Rights ~~Agreement is available free of charge from~~ Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent~~, KeyCorp Shareholder Services, Inc. This summary description~~ . WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Date: -------------------------- ATTEST: RISCORP, INC. By: ------------------------------------ --------------------------------- Secretary Countersigned: FIRST UNION NATIONAL BANK, as Rights Agent By: --------------------------------- Authorized Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer this Rights Certificate.) FOR VALUE RECEIVED _________________ hereby sells, assigns and transfers unto ------------------------------------------------------------------------------ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does ~~not purport~~ hereby irrevocably constitute and appoint ______________________ Attorney, to ~~be complete and is qualified in its entirety by reference to~~ transfer the within Rights ~~Agreement~~Certificate on the books of the within-named Company, ~~which is hereby incorporated herein by reference~~with full power of substitution. Dated:____________________, ___.

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Riscorp Inc)

Signature Guaranteed. Signatures must be guaranteed by ~~a member firm~~ an “eligible guarantor institution” as defined in Rule l7Ad-15 promulgated under the Securities Exchange Act of ~~a registered national securities exchange~~1934, ~~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~~as amended. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ 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, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the 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. ~~------------------------------ Signature~~ (EXHIBIT C TO RIGHTS PLAN) OPTICAL COMMUNICATION PRODUCTS, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES On ~~December 13~~May 3, ~~1996~~2007, the special committee (the “Special Committee”) of the Board of Directors of ~~SOFTWARE SPECTRUM~~OPTICAL COMMUNICATION PRODUCTS, INC. (the "“Company"”) declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "“Right"”) for each outstanding share of the Company’s Common Stock, ~~$.01~~ par value $0.001 per share (the "“Common ~~Stock"~~Shares”)~~, of the Company~~. The ~~distribution~~ dividend is ~~payable on December 31~~effective as of May 14, ~~1996~~ 2007 (the “Record Date”) with respect to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one ~~one-~~ one-thousandth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $0.001 per share (the "“Preferred ~~Stock")~~ Shares”), of the Company at a price of ~~$ 150.00~~ $15.00 per one one-thousandth of a ~~share of~~ Preferred ~~Stock~~ Share (the "“Purchase Price"”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 1000 shares of the Company’s Class A Common Stock, par value $0.001 per share (the “Class A Common Shares”). The description and terms of the Rights are set forth in a Rights Agreement dated as of May 3, 2007 (the ~~"Rights~~ “Agreement") ”), between the Company and ~~KeyCorp Shareholder Services, Inc., as Rights Agent~~ American Stock Transfer & Trust Company (the "“Rights Agent"”). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Optical Communication Products Inc)

Signature Guaranteed. Signatures must be guaranteed by ~~a member firm~~ an “eligible guarantor institution” as defined in Rule l7Ad-15 promulgated under the Securities Exchange Act of ~~a registered national securities exchange~~1934, ~~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~~as amended. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ 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, 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. ~~------------------------------ Signature~~ EXHIBIT C RIBAPHARM INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES On ~~December 13~~June 20, ~~1996~~2003, the Board of Directors of ~~SOFTWARE SPECTRUM,~~ RIBAPHARM INC. (the "“Company"”) declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "“Right"”) for each outstanding share of ~~Common Stock~~common stock, ~~$.01~~ par value $0.01 per share (the "“Common ~~Stock"~~Shares”), of the Company. The ~~distribution~~ dividend is ~~payable on December 31~~effective as of July 3, ~~1996~~ 2003 (the “Record Date”) with respect to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-hundredth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $0.01 per share (the "“Preferred ~~Stock")~~ Shares”), of the Company at a price of ~~$ 150.00~~ $55 per one one-~~thousandth~~ hundredth of a ~~share of~~ Preferred ~~Stock~~ 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~~ Agreement, dated as of June 20, 2003 (the "“Rights Agreement") ”), by and between the Company and ~~KeyCorp Shareholder Services, Inc., as Rights Agent~~ Continental Stock Transfer & Trust Company (the "“Rights Agent"”). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Ribapharm Inc)

Signature Guaranteed. ~~Signatures~~ (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. --------------------------------------------------------------------------------~~ States or by a member firm of a registered securities exchange of the National Association of Securities Dealers, Inc.) ASSIGNMENT (to To be ~~completed if applicable~~signed only upon assignment of Warrants) ~~The~~ FOR VALUE RECEIVED, the undersigned hereby ~~certifies~~ sells, assigns and transfers the right to purchase _____ shares of Warrant Stock represented by the within Warrant Certificate unto, and requests that ~~the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined~~ a certificate for such Warrant be issued in the ~~Rights Agreement). ------------------------------ Signature SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 13, 1996,~~ name of: ------------------------------------------------------------ (Name and Address of Assignee Must be Printed or Typewritten) ------------------------------------------------------------ ------------------------------------------------------------ hereby irrevocably constituting and appointing _______________ Attorney to transfer said Warrants on the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), books of the Company. The distribution is payable on December 31, 1996 to the shareholders of record on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with ~~respect to any~~ full power of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, substitution in the ~~event of any merger~~premises and, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the if said number of shares of ~~the Preferred~~ Warrant Stock ~~or other securities or property issuable, upon exercise~~ shall not be all of the ~~Rights are subject to adjustment from time to time to prevent dilution (i)~~ Warrant Stock purchasable under the within Warrant Certificate, that a new Warrant Certificate for the balance of the Warrant Stock purchasable under the within Warrant Certificate be registered in the ~~event~~ name of the undersigned Warrantholder and delivered to such Warrantholder's address as then set forth on the Company's books. Dated: --------------- ------------------------------------ Signature of Registered Holder Note: The above signature must correspond with the name as it appears upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: ----------------------------- (Signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or by a member firm of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible registered securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the ~~shares~~ National Association of ~~Common Stock or Preferred Stock exchangeable for the Rights~~Securities Dealers, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.Inc.)

Appears in 1 contract

Samples: Warrant Agreement (Jenkon International Inc)

Signature Guaranteed. Signatures must be guaranteed by ~~a member firm of a registered national securities exchange~~an eligible guarantor institution (bank, ~~a member of the National Association of Securities Dealers, Inc.,~~ stock broker or ~~a commercial bank or trust company having~~ savings and loan association with membership in an ~~office or correspondent in the United States~~approved signature medallion program). ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ The undersigned hereby certifies that the Rights ~~evidenced~~ represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional shares of Common Stock related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement). ~~------------------------------~~ Signature ~~SUMMARY~~ Form of Reverse Side of Right Certificate — continued FORM OF ~~RIGHTS~~ ELECTION TO PURCHASE ~~PREFERRED STOCK On December 13~~(To be executed if holder desires to exercise Rights represented by the Right Certificate.) To New York City REIT, 1996, the Board of Directors of SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. Inc.: The ~~distribution is payable on December 31, 1996~~ undersigned hereby irrevocably elects to ~~the shareholders of record on December 16, 1996. Each~~ exercise Rights represented by this Right ~~entitles the registered holder~~ Certificate to purchase ~~from~~ the ~~Company one one- thousandth~~ Preferred Shares (or other securities or property) issuable upon the exercise of ~~a share~~ such Rights and requests that certificates for such Preferred Shares (or other securities or property) be issued in the name of: Please insert Social Security or other identifying number: (Please print name and address) Exercise of ~~the Company's Series A Junior Participating Preferred Stock~~ Rights (~~the "Preferred Stock"~~select applicable provision) ~~at a price of $ 150.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject~~ ¨ pursuant to ~~adjustment. The description and terms~~ Section 7.1 of the Rights ~~are set forth in a~~ Agreement ¨ pursuant to Section 11.1.2 of the Rights Agreement ¨ pursuant to Section 13 of the Rights Agreement If such number of Rights shall not be all the Rights represented 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 must conform to the ~~"Rights Agreement"~~holder specified on the Right Certificate) ~~between the Company~~ Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (bank, stock broker or savings and ~~KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"~~loan association with membership in an approved signature medallion program). ~~Until~~ Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the ~~earlier to occur of (i)~~ Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 20% or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement ofundersigned from and are not being assigned to, ~~or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming~~ an Acquiring Person ~~(the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced,~~ or an Affiliate or Associate thereof and are not issued with respect to any of the Common Stock certificates outstanding as of December 16, 1996, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which notional shares of Common Stock ~~are exchanged, each share of Preferred Stock will be entitled~~ related to ~~receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because~~ a Derivative Interest described in Section 1.6.4 of the ~~nature~~ definition of ~~the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest~~ Beneficial Owner (as such terms are defined in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement~~, which is hereby incorporated herein by reference.~~). Signature

Appears in 1 contract

Samples: Rights Agreement (New York City REIT, Inc.)

Signature Guaranteed. SIGNATURES must be guaranteed by an “Eligible Guarantor Institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, 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 ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To Continental Stock Transfer & Trust Company: 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~~ an “Eligible Guarantor Institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of ~~a registered national securities exchange~~1934, ~~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~~as amended. ~~-------------------------------------------------------------------------------- (to be completed if applicable)~~ --------------------------------------------------------------- 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, 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. ~~------------------------------ Signature~~ XXX. A. BANK CLOTHIERS, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED ~~STOCK~~ SHARES On ~~December 13~~September 5, ~~1996~~2007, the Board of Directors of ~~SOFTWARE SPECTRUM~~XXX. A. BANK CLOTHIERS, INC. (the "“Company"”) declared a dividend ~~distribution~~ of one preferred ~~stock~~ share purchase right (a "“Right"”) for each outstanding share of ~~Common Stock~~common stock, ~~$.01~~ par value $0.01 per share (the "“Common ~~Stock"~~Shares”), of the Company. The ~~distribution~~ dividend is ~~payable on December 31~~effective as of September 20, ~~1996~~ 2007 (the “Record Date”) with respect to the ~~shareholders~~ stockholders of record on ~~December 16, 1996~~that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one ~~one- thousandth~~ one-hundredth of a share of ~~the Company's~~ Series A Junior Participating Preferred ~~Stock~~ Stock, par value $1.00 per share (the "“Preferred ~~Stock")~~ Shares”), of the Company at a price of ~~$ 150.00~~ $200.00 per one one-~~thousandth~~ hundredth of a ~~share of~~ Preferred ~~Stock~~ 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 of September 6, 2007 (the "“Rights Agreement") ”), between the Company and ~~KeyCorp Shareholder Services, Inc., as Rights Agent~~ Continental Stock Transfer & Trust Company (the "“Rights Agent"”). ~~Until~~ On January 3, 2014 (the ~~earlier~~ “Amendment Date”), the Rights Agreement was modified, pursuant to ~~occur of~~ Amendment No. 1 to Rights Agreement (“Amendment No. 1”), to: (i) decrease the ~~tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired~~ beneficial ownership of threshold from 20% ~~or more of the outstanding shares of the Common Stock (the "Share Acquisition Date") or (ii) the tenth business day (or such later date as may be determined~~ to 10% by ~~action of the Board of Directors prior to such time as~~ which any person or ~~group~~ entity (together with all affiliates and associates of ~~affiliated~~ such person or ~~associated persons~~ entity) becomes ~~an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming~~ an Acquiring Person (~~the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding~~ defined below) as ~~of December 16, 1996,~~ contemplated by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after December 16, 1996, upon transfer or new issuance of the Common Stock, will contain a notation incorporating the Rights Agreement ~~by reference. Until~~ (subject to certain exceptions as set forth therein); (ii) include provisions in respect of certain derivative or synthetic arrangements having characteristics of a long position in the ~~Distribution Date (or earlier redemption or expiration~~ common shares of the ~~Rights),~~ Company in the ~~surrender for transfer~~ definition of ~~any~~ securities which a person or entity would be deemed to beneficially own; (iii) increase the Purchase Price to $250; and (iv) allow the Company’s Board of ~~the Common Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of~~ Directors to redeem the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed for any reason at any time prior to ~~holders of record of the Common Stock as of~~ the close of business on ~~the~~ Distribution Date ~~and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006,~~ (~~the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case,~~ as ~~described~~ defined below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of the Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Bank Jos a Clothiers Inc /De/)

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. -------------------------------------------------------------------------------- (to be completed if applicable) The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not ~~beneficially owned~~ being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ~~------------------------------~~ ________________________________ Signature -------------------------------------------------------------------------------- NOTICE The signature on the foregoing Form of Assignment and Election to Purchase and certificates must conform to the name as written above on 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 Corporation 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 such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 1330, ~~1996~~1998, the Board of Directors of ~~SOFTWARE SPECTRUM~~Chromatics Color Sciences International, ~~INC.~~ Inc. (the "~~Company~~Corporation") declared a dividend distribution of one preferred ~~stock~~ share purchase right (a "Right") for each outstanding share of Common Stock, ~~$.01~~ par value $0.001 per share (the "Common Stock"), of the ~~Company~~Corporation. The ~~distribution~~ dividend is payable ~~on December 31, 1996~~ to the shareholders of record on ~~December 16~~January 11, ~~1996~~1999 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Date. ~~Each Right~~ Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the ~~Company one one- thousandth~~ Corporation one-hundredth of a share of ~~the Company's~~ Class B Series ~~A Junior Participating~~ 1 Preferred ~~Stock~~ Stock, par value $0.001 per share (the "Preferred Stock") ), of the Corporation at a price of ~~$ 150.00~~ $28 per ~~one~~ one-~~thousandth~~ hundredth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Corporation and Continental Stock Transfer & Trust Company ~~and KeyCorp Shareholder Services, Inc.,~~ as Rights Agent (the "Rights Agent"), dated as of January 11, 1999. ~~Until~~ Initially, the ~~earlier~~ Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) expiration of the ~~tenth~~ Board's right to redeem the Rights during the 10 day ~~following a public announcement that~~ period ("Window Period"), or any extension of the Window Period, after a person or group of affiliated or associated persons (~~an "Acquiring Person"~~other than exempted shareholders) ~~acquired~~ becoming the beneficial ~~ownership~~ owner of 20% or more of the outstanding ~~shares of the~~ Common Stock (except pursuant to a Permitted Offer, as hereinafter defined, or if the ~~"Share Acquisition Date")~~ acquisition is approved in advance by the Corporation's Board of Directors; or (ii) ~~the tenth business day~~ 10 days (or such later date as ~~may be determined by action of~~ the Board ~~of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person~~may determine) ~~after~~ following the commencement of, or announcement of an intention to ~~commence~~make, a tender offer or exchange ~~offer~~ offer, the consummation of which would result in ~~any~~ a person or group becoming an Acquiring Person (as hereinafter defined) (the ~~earlier~~ earliest of such dates being called the "Distribution Date"). A person or group whose acquisition of Common Stock causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a person or group becomes an Acquiring Person is the "Shares Acquisition Date." Notwithstanding the foregoing, an Acquiring Person shall not include (i) any person who or which, together with all affiliates and associates of such person, as of the close of business on the day the Corporation publicly announces that the Board of Directors has adopted the Rights ~~will be evidenced~~Agreement (the "Announcement Date"), ~~with respect to any~~ was the beneficial owner of 20% or more of the shares of Common Stock, and (ii) Darby Simpsox Xxxxxxxxxx, xxx Xxxxx Executive Officer of the Company, provided, however, that any such person, together with all affiliates and associates of such person, shall cease to be exempt from being an Acquiring Person if the number of shares of Common Stock ~~certificates outstanding~~ beneficially owned by that person, together with all affiliates and associates of such person (other than as a result of a stock dividend, stock split or stock distribution by the Corporation) exceeds by more than one percent of the number of shares of Common Stock beneficially owned by that person, together with all affiliates and associates of such person, as of ~~December 16~~the Announcement Date, ~~1996~~other than, in the case of Mrs. Macfarlxxx, xxx xxx xxl (i) shares acquired upon exercise of options, including without limitation, options issued under the Company's 1992 Stock Option Plan as beneficially owned by ~~such Common~~ her, as amended, held by Mrs. Macfarlxxx xx xxx xxxxliates, and (ii) shares issued upon conversion of the Class A Preferred Stock ~~certificate with a copy of this Summary of Rights attached thereto~~owned by Mrs. Macfarlxxx xx xxx xxxxliates. The Rights Agreement provides that, until the Distribution ~~Date (or earlier redemption or expiration of the Rights)~~Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after ~~December 16, 1996,~~ the Record Date upon transfer or new issuance of ~~the~~ shares of Common ~~Stock,~~ Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of ~~the~~ Common Stock ~~certificates~~ outstanding as of ~~December 16, 1996~~the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, also will ~~also~~ constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of ~~the~~ Common Stock as of the close of business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution ~~Date. The Rights~~ Date and will expire at the close of business on ~~December 31~~January 11, ~~2006~~2009, ~~(the "Final Expiration Date") unless the Final Expiration Date is extended or~~ unless earlier redeemed ~~or exchanged~~ by the ~~Company, in each case,~~ Corporation as described below. 47 Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event ~~of liquidation, the holders~~ that any person becomes an Acquiring Person (except (i) pursuant to a tender or exchange offer which is for all outstanding Common Stock at a price and on terms which a majority of the ~~Preferred Stock will receive a preferential liquidation payment~~ Board of ~~$1,000 per share, but will~~ Directors determines to be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, adequate and in the ~~event~~ best interests of ~~any merger~~the Corporation, ~~consolidation~~ its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer") or ~~other transaction in which~~ (ii) if such acquisition of shares of Common Stock ~~are exchanged~~is approved in advance by the Board of Directors of the Corporation, each ~~share~~ holder of ~~Preferred Stock~~ a Right will ~~be entitled~~ thereafter have the right (the "Flip-In Right") to receive ~~1,000 times~~ upon exercise the ~~amount received per one share~~ number of shares of Common ~~Stock. The Rights are protected by customary anti-dilution provisions. Because~~ Stock or, in the discretion of the ~~nature~~ Board of ~~the Preferred Stock dividend, liquidation and voting rights~~Directors, the ~~value~~ number of ~~the one~~ one-~~thousandth interest in~~ hundredths of a share of Preferred Stock ~~purchasable upon~~ (or, in certain circumstances, other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of ~~each~~ the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. However, in the event that any person becomes an Acquiring Person, the Board of Directors may, within a 10-day period following the date of public announcement that such person has become an Acquiring Person (the "Window Period") redeem the rights or extend the Window Period in order to prevent or delay the Flip-In Right ~~should approximate~~ from triggering. In the ~~value~~ event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of ~~one share~~ all of the outstanding shares of Common ~~Stock~~Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to an Acquiring Person or any affiliate or associate or any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or, if in such transaction all holders of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of ~~the~~ Preferred Stock, Common Stock or other securities ~~or property~~ issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase shares of ~~the~~ Preferred Stock at a price, or securities convertible ~~securities at~~ into shares of Preferred Stock with a conversion price, less than the ~~then-~~then current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular ~~periodic~~ quarterly cash ~~dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock~~dividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of ~~one~~ one-~~thousandths~~ hundredths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In Shares of Preferred Stock purchasable upon exercise of the ~~event that the Company is acquired in a merger or other business combination transaction or that 50% or more~~ Rights will not be redeemable. Each share of ~~its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision~~ Preferred Stock will be ~~made so that each holder~~ entitled to an aggregate dividend per share of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two 100 times the ~~exercise price~~ dividend declared per share of ~~the Right~~Common Stock. In the event ~~that any person~~ of liquidation first the holders of the Corporation's Class A Preferred Stock will be entitled to a preferential liquidation payment of $.01 per share; thereafter, the holders of the shares of Preferred Stock and the shares of Common Stock will share the remaining assets in the ratio of 100 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are one-hundredth or ~~group~~ integral multiples of ~~affiliated or associated person becomes~~ one-hundredth of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an ~~Acquiring Person, proper provision~~ adjustment in cash will be made ~~so that each holder of a Right, other than Rights that were or are beneficially owned by~~ based on the ~~Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a~~ market ~~value of two times the exercise~~ price of the ~~Right. At any time after any person or group becomes an Acquiring Person and~~ Preferred Stock on the last trading day prior to the ~~acquisition by such person or group~~ date of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment)exercise. At any time prior to ~~5:00 P.M. Dallas, Texas time on~~ the ~~earliest~~ earlier to occur of (i) the ~~Share Acquisition Date,~~ expiration of the Window Period or any extension thereof following a person becoming an Acquiring Person or (ii) the ~~tenth business day (or such later date as may be determined by action~~ expiration of the ~~Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of~~Rights, ~~or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date~~and under certain other circumstances, the ~~Board of Directors of the Company~~ Corporation may redeem the Rights in whole, but not in part, at a price of $~~.001~~ 0.001 per Right (the "Redemption Price"~~). Immediately~~ ) which redemption shall be effective upon the action of the Board of ~~Directors~~ Directors. Additionally, following a Shares Acquisition Date and the expiration of the ~~Company electing to redeem or exchange~~ period during which the holder of Rights may exercise the Rights, the ~~Company shall make announcement thereof~~Corporation may redeem the then outstanding Rights in whole, ~~and upon such election~~but not in part, ~~the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive~~ at the Redemption Price, provided that such redemption (a) is in connection with a merger or other business combination transaction or series of transactions involving the ~~shares~~ Corporation in which all holders of Common Stock are treated alike but not involving an Acquiring Person or ~~Preferred Stock exchangeable~~ its affiliates or associates, or (b) if and for so long as the ~~Rights~~Acquiring Person does not own 20% or more of the voting power of the Corporation and there are no other Acquiring Persons. All of the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation prior to the Distribution Date. After the Distribution Date, ~~as applicable~~the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the ~~Company~~Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated ~~December 16~~January 4, ~~1996~~1999. A copy of the Rights Agreement ~~is available free of charge from~~ will be provided upon written request (directed to Leslie Foglexxxx, Xxxxxxxxx, at the ~~Rights Agent, KeyCorp Shareholder Services, Inc.~~ Corporation's executive offices) for a fee limited to the Corporation's reasonable expenses in furnishing such exhibit. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Chromatics Color Sciences International Inc)

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Checkmate Electronics Inc)

Common use of Signature Guaranteed Clause in Contracts