Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Subscription Certificates, by their acceptance thereof, shall be bound: (a) The statements contained herein and in the Subscription Certificates shall be taken as statements of the Company, and the Subscription Agent assumes no responsibility for the correctness of any of the same except such as describe the Subscription Agent or action taken or to be taken by it. Except as herein otherwise provided, the Subscription Agent assumes no responsibility with respect to the execution, delivery or distribution of the Subscription Certificates. (b) The Subscription Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Subscription Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the Subscription Price or in the number of Shares issuable upon exercise of any Subscription (except as instructed by the Company) (c) The Subscription Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Subscription Agent shall incur no liability or responsibility to the Company or any holder of any Subscription Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. (d) The Subscription Agent shall incur no liability or responsibility to the Company or to any holder of any Subscription Certificate for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed in good faith by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Subscription Agent reasonable compensation for all services rendered by the Subscription Agent under this Agreement, to reimburse the Subscription Agent upon demand for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Subscription Agent in the performance of its duties, under this Agreement and to indemnify the Subscription Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Subscription Agent arising out of or in connection with this Agreement except as a result of its gross negligence or bad faith. (f) The Subscription Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Subscription Certificates shall furnish the Subscription Agent with reasonable security and indemnity for any costs or expenses which may be incurred. All rights of action under this Agreement or under any of the Rights may be enforced by the Subscription Agent without the possession of any of the Subscription Certificates or the production thereof at any trial or other proceeding related thereto, and any such action, suit or proceeding instituted by the Subscription Agent shall be brought in its name as Subscription Agent, and any recovery or judgment shall be for the ratable benefit of the registered holders of the Rights, as their respective rights or interests may appear. EXHIBIT 4.4 ----------- (g) The Subscription Agent, and any stockholder, director, officer or employee thereof, may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though they were not the Subscription Agent under this Agreement, or a stockholder, director, officer or employee of the Subscription Agent, as the case may be. Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Subscription Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Subscription Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith. (i) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing the provisions of this Agreement. (j) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Subscription Certificate (except its countersignature thereof), nor shall the Subscription Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Subscription Certificate or as to whether the Shares will when issued be validly issued, fully paid and nonassessable or as to the Subscription Price or the number of Shares issuable upon exercise of any Right. (k) The Subscription Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, the President, any Vice President, the Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.
Appears in 1 contract
Sources: Rights Agreement (Alpharma Inc)
Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Subscription Certificates, by their acceptance thereof, shall be bound:
(a) The statements contained herein and in the Subscription Certificates shall be taken as statements of the Company, and the Subscription Agent assumes no responsibility for the correctness of any of the same except such as describe the Subscription Agent or action taken or to be taken by it. Except as herein otherwise provided, the Subscription Agent assumes no responsibility with respect to the execution, delivery or distribution of the Subscription Certificates.
(b) The Subscription Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Subscription Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right or subscriber in the Community Offering to make or cause to be made any adjustment in the Subscription Price or in the number of Shares shares of Common Stock issuable upon exercise of any Subscription subscription for the Units (except as instructed by the Company)
(c) The Subscription Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Subscription Agent shall incur no liability or responsibility to the Company or any holder of any Subscription Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.
(d) The Subscription Agent shall incur no liability or responsibility to the Company or to any holder of any Subscription Certificate for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed in good faith by it to be genuine and to have been signed, sent or presented by the proper party or parties.
(eb) The Company agrees to pay to the Subscription Agent reasonable compensation for all services rendered by the Subscription Agent under this Agreement, to reimburse the Subscription Agent upon demand for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Subscription Agent in the performance of its duties, under this Agreement and to indemnify the Subscription Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Subscription Agent arising out of or in connection with this Agreement except as a result of its gross negligence negligence, willful misconduct or bad faith.
(f) The Subscription Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Subscription Certificates shall furnish the Subscription Agent with reasonable security and indemnity for any costs or expenses which may be incurred. All rights of action under this Agreement or under any of the Rights may be enforced by the Subscription Agent without the possession of any of the Subscription Certificates or the production thereof at any trial or other proceeding related thereto, and any such action, suit or proceeding instituted by the Subscription Agent shall be brought in its name as Subscription Agent, and any recovery or judgment shall be for the ratable benefit of the registered holders of the Rights, as their respective rights or interests may appear. EXHIBIT 4.4 -----------
(g) The Subscription Agent, and any stockholder, director, officer or employee thereof, may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though they were not the Subscription Agent under this Agreement, or a stockholder, director, officer or employee of the Subscription Agent, as the case may be. Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company or for any other legal entity.
(h) The Subscription Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Subscription Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith.
(ic) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing the provisions of this Agreement.
(j) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Subscription Certificate (except its countersignature thereof), nor shall the Subscription Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Subscription Certificate or as to whether the Shares will when issued be validly issued, fully paid and nonassessable or as to the Subscription Price or the number of Shares issuable upon exercise of any Right.
(kd) The Subscription Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, President or the President, any Vice President, the Treasurer, the Secretary or an Assistant Chief Financial Officer and Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.
(e) The Company shall pay to the Subscription Agent for its services hereunder a fee of $1,500.00, plus an additional fee of $5.00 for each check issued, $10.00 for each wire transfer, $5.00 for each facsimile transmission or e-mail, and $.50 for each photocopy necessitated in the performance of duties, with total fees for services not to exceed $2,000.00. The Company will pay all actual expenses and costs incurred by the Subscription Agent in performing obligations under this Subscription Agreement. The Company shall pay such fees and expenses upon receipt of an invoice therefor after the expiration date of the Community Offering.
(f) In the event of any disagreement between the Company and any subscriber resulting in adverse claims and demands being made in connection with any subscription funds submitted in connection with the Rights Offering or the Community Offering that the Subscription Agent is unable to resolve in accordance with the terms of this Agreement or the statements set forth in the Prospectus (a "Subscriber Disagreement"), the Subscription Agent shall be entitled to refuse to comply with any such claims or demands of such subscriber as long as such Subscriber Disagreement may continue, and in so refusing, may make no delivery or other disposition of any subscription funds then held under this Agreement to any person other than the Company, and in so doing shall be entitled to continue to refrain from acting until (a) the Subscriber Disagreement shall have been finally settled by binding arbitration or finally adjudicated in a court having jurisdiction of the subscription funds involved herein or affected hereby or (b) the Company and the subscriber have resolved the Subscriber Disagreement by written agreement and the Subscription Agent shall have been notified in writing of such agreement. In the event of such Subscriber Disagreement, the Subscription Agent may, but need not, institute legal proceedings to resolve such Subscriber Disagreement and tender into the registry or custody of any court of competent jurisdiction in Florida all money or property in the Subscription Agent's possession under the terms of this Agreement, and thereupon to be discharged from all further duties under this Agreement. The filing of any such legal proceeding shall not deprive the Subscription Agent of compensation earned prior to such filing. Upon the Company's reasonable request or direction, the Subscription Agent shall take legal action in connection with this Agreement or in connection with its enforcement and appear in, prosecute or defend any action or legal proceeding in connection with the Rights Offering or the Community Offering provided that indemnification for costs, expenses, losses or liabilities incurred by the Subscription Agent in connection therewith shall be furnished.
Appears in 1 contract
Sources: Subscription Rights Agreement (Jacksonville Bancorp Inc /Fl/)
Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Subscription Certificates, by their acceptance thereof, shall be bound:
(a) The statements contained herein and in the Subscription Certificates shall be taken as statements of the Company, and the Subscription Agent assumes no responsibility for the correctness of any of the same except such as describe the Subscription Agent or action taken or to be taken by it. Except as herein otherwise provided, the Subscription Agent assumes no responsibility with respect to the execution, delivery or distribution of the Subscription Certificates.
(b) The Subscription Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Subscription Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the Subscription Price or in the number of Shares issuable upon exercise of any Subscription (except as instructed by the Company)
(c) The Subscription Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Subscription Agent shall incur no liability or responsibility to the Company or any holder of any Subscription Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.
(d) The Subscription Agent shall incur no liability or responsibility to the Company or to any holder of any Subscription Certificate for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed in good faith by it to be genuine and to have been signed, sent or presented by the proper party or parties.
(eb) The Company agrees to pay to the Subscription Agent reasonable compensation for all services rendered by the Subscription Agent under this Agreement, to reimburse the Subscription Agent upon demand for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Subscription Agent in the performance of its duties, under this Agreement and to indemnify the Subscription Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Subscription Agent arising out of or in connection with this Agreement except as a result of its gross negligence or bad faith.
(f) The Subscription Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Subscription Certificates shall furnish the Subscription Agent with reasonable security and indemnity for any costs or expenses which may be incurred. All rights of action under this Agreement or under any of the Rights may be enforced by the Subscription Agent without the possession of any of the Subscription Certificates or the production thereof at any trial or other proceeding related thereto, and any such action, suit or proceeding instituted by the Subscription Agent shall be brought in its name as Subscription Agent, and any recovery or judgment shall be for the ratable benefit of the registered holders of the Rights, as their respective rights or interests may appear. EXHIBIT 4.4 -----------
(g) The Subscription Agent, and any stockholder, director, officer or employee thereof, may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though they were not the Subscription Agent under this Agreement, or a stockholder, director, officer or employee of the Subscription Agent, as the case may be. Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company or for any other legal entity.
(h) The Subscription Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Subscription Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith.
(ic) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing the provisions of this Agreement.
(j) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Subscription Certificate (except its countersignature thereof), nor shall the Subscription Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Subscription Certificate or as to whether the Shares will when issued be validly issued, fully paid and nonassessable or as to the Subscription Price or the number of Shares issuable upon exercise of any Right.
(kd) The Subscription Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the ChairmanLonn▇▇ ▇. ▇▇▇▇▇ ▇▇, the ▇▇esident and Chief Executive Officer; Mark ▇. ▇▇▇▇▇▇, ▇▇ce President; and R. Greg▇▇▇ ▇▇▇▇▇, ▇▇ce-President, any Vice President, the Treasurer, the Secretary or an Assistant Secretary of the CompanyChief Financial Officer and Secretary, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.
Appears in 1 contract
Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Subscription Certificates, by their acceptance thereof, shall be bound:
(a) The statements contained herein and in the Subscription Certificates shall be taken as statements of the Company, and the Subscription Agent assumes no responsibility for the correctness of any of the same except such as describe the Subscription Agent or action taken or to be taken by it. Except as herein otherwise provided, the Subscription Agent assumes no responsibility with respect to the execution, delivery or distribution of the Subscription Certificates.
(b) The Subscription Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Subscription Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right or subscriber in the Community Offering to make or cause to be made any adjustment in the Subscription Price or in the number of Shares shares of Common Stock issuable upon exercise of any Subscription subscription for the Units (except as instructed by the Company)
(c) The Subscription Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Subscription Agent shall incur no liability or responsibility to the Company or any holder of any Subscription Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.
(d) The Subscription Agent shall incur no liability or responsibility to the Company or to any holder of any Subscription Certificate for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed in good faith by it to be genuine and to have been signed, sent or presented by the proper party or parties.
(eb) The Company agrees to pay to the Subscription Agent reasonable compensation for all services rendered by the Subscription Agent under this Agreement, to reimburse the Subscription Agent upon demand for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Subscription Agent in the performance of its duties, under this Agreement and to indemnify the Subscription Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Subscription Agent arising out of or in connection with this Agreement except as a result of its gross negligence negligence, willful misconduct or bad faith.
(f) The Subscription Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Subscription Certificates shall furnish the Subscription Agent with reasonable security and indemnity for any costs or expenses which may be incurred. All rights of action under this Agreement or under any of the Rights may be enforced by the Subscription Agent without the possession of any of the Subscription Certificates or the production thereof at any trial or other proceeding related thereto, and any such action, suit or proceeding instituted by the Subscription Agent shall be brought in its name as Subscription Agent, and any recovery or judgment shall be for the ratable benefit of the registered holders of the Rights, as their respective rights or interests may appear. EXHIBIT 4.4 -----------
(g) The Subscription Agent, and any stockholder, director, officer or employee thereof, may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though they were not the Subscription Agent under this Agreement, or a stockholder, director, officer or employee of the Subscription Agent, as the case may be. Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company or for any other legal entity.
(h) The Subscription Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Subscription Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith.
(ic) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing the provisions of this Agreement.
(j) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Subscription Certificate (except its countersignature thereof), nor shall the Subscription Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Subscription Certificate or as to whether the Shares will when issued be validly issued, fully paid and nonassessable or as to the Subscription Price or the number of Shares issuable upon exercise of any Right.
(kd) The Subscription Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, President or the President, any Vice President, the Treasurer, the Secretary or an Assistant Chief Financial Officer and Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.
(e) The Company shall pay to the Subscription Agent for its services hereunder a fee of $1,500.00, plus an additional fee of $5.00 for each check issued, $10.00 for each wire transfer, $5.00 for each facsimile transmission or e-mail, and $.50 for each photocopy necessitated in the performance of duties, with total fees for services not to exceed $2,000.00. The Company will pay all actual expenses and costs incurred by the Subscription Agent in performing obligations under this Subscription Agreement. The Company shall pay such fees and expenses upon receipt of an invoice therefor after the expiration date of the Community Offering.
(f) In the event of any disagreement between the Company and any subscriber resulting in adverse claims and demands being made in connection with any subscription funds submitted in connection with the Rights Offering or the Community Offering that the Subscription Agent is unable to resolve in accordance with the terms of this Agreement or the statements set forth in the Prospectus (a "Subscriber Disagreement"), the Subscription Agent shall be entitled to refuse to comply with any such claims or demands of such subscriber as long as such Subscriber Disagreement may continue, and in so refusing, may make no delivery or other disposition of any subscription funds then held under this Agreement to any person other than the Company, and in so doing shall be entitled to continue to refrain from acting until (i) the Subscriber Disagreement shall have been finally settled by binding arbitration or finally adjudicated in a court having jurisdiction of the subscription funds involved herein or affected hereby or (ii) the Company and the subscriber have resolved the Subscriber Disagreement by written agreement and the Subscription Agent shall have been notified in writing of such agreement. In the event of such Subscriber Disagreement, the Subscription Agent may, but need not, institute legal proceedings to resolve such Subscriber Disagreement and tender into the registry or custody of any court of competent jurisdiction in Florida all money or property in the Subscription Agent's possession under the terms of this Agreement, and thereupon to be discharged from all further duties under this Agreement. The filing of any such legal proceeding shall not deprive the Subscription Agent of compensation earned prior to such filing. Upon the Company's reasonable request or direction, the Subscription Agent shall take legal action in connection with this Agreement or in connection with its enforcement and appear in, prosecute or defend any action or legal proceeding in connection with the Rights Offering or the Community Offering provided that indemnification for costs, expenses, losses or liabilities incurred by the Subscription Agent in connection therewith shall be furnished.
Appears in 1 contract
Sources: Subscription Rights Agreement (Jacksonville Bancorp Inc /Fl/)
Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Subscription Certificates, by their acceptance thereof, shall be bound:
(a) The statements contained herein and in the Subscription Certificates shall be taken as statements of the Company, and the Subscription Agent assumes no responsibility for the correctness of any of the same except such as describe the Subscription Agent or action taken or to be taken by it. Except as herein otherwise provided, the Subscription Agent assumes no responsibility with respect to the execution, delivery or distribution of the Subscription Certificates.
(b) The Subscription Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Subscription Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the Subscription Price or in the number of Shares issuable upon exercise of any Subscription (except as instructed by the Company)
(c) The Subscription Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Subscription Agent shall incur no liability or responsibility to the Company or any holder of any Subscription Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.
(d) The Subscription Agent shall incur no liability or responsibility to the Company or to any holder of any Subscription Certificate for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed in good faith by it to be genuine and to have been signed, sent or presented by the proper party or parties.
(e) The Company agrees to pay to the Subscription Agent reasonable compensation for all services rendered by the Subscription Agent under this Agreement, to reimburse the Subscription Agent upon demand for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Subscription Agent in the performance of its duties, under this Agreement and to indemnify the Subscription Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Subscription Agent arising out of or in connection with this Agreement except as a result of its gross negligence or bad faith.
(f) The Subscription Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Subscription Certificates shall furnish the Subscription Agent with reasonable security and indemnity for any costs or expenses which may be incurred. All rights of action under this Agreement or under any of the Rights may be enforced by the Subscription Agent without the possession of any of the Subscription Certificates or the production thereof at any trial or other proceeding related thereto, and any such action, suit or proceeding instituted by the Subscription Agent shall be brought in its name as Subscription Agent, and any recovery or judgment shall be for the ratable benefit of the registered holders of the Rights, as their respective rights or interests may appear. EXHIBIT 4.4 -----------.
(g) The Subscription Agent, and any stockholder, director, officer or employee thereof, may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though they were not the Subscription Agent under this Agreement, or EXHIBIT 4.4 ----------- a stockholder, director, officer or employee of the Subscription Agent, as the case may be. Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company or for any other legal entity.
(h) The Subscription Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Subscription Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith.
(i) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing the provisions of this Agreement.
(j) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Subscription Certificate (except its countersignature thereof), nor shall the Subscription Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Subscription Certificate or as to whether the Shares will when issued be validly issued, fully paid and nonassessable or as to the Subscription Price or the number of Shares issuable upon exercise of any Right.
(k) The Subscription Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, the President, any Vice President, the Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.
Appears in 1 contract
Sources: Rights Agreement (Alpharma Inc)
Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Subscription Certificates, by their acceptance thereof, shall be bound:
(a) The statements contained herein and in the Subscription Certificates shall be taken as statements of the Company, and the Subscription Agent assumes no responsibility for the correctness of any of the same except such as describe the Subscription Agent or action taken or to be taken by it. Except as herein otherwise provided, the Subscription Agent assumes no responsibility with respect to the execution, delivery or distribution of the Subscription Certificates.
(b) The Subscription Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Subscription Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the Subscription Price or in the number of Shares issuable upon exercise of any Subscription (except as instructed by the Company)
(c) The Subscription Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Subscription Agent shall incur no liability or responsibility to the Company or any holder of any Subscription Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.
(d) The Subscription Agent shall incur no liability or responsibility to the Company or to any holder of any Subscription Certificate for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed in good faith by it to be genuine and to have been signed, sent or presented by the proper party or parties.
(eb) The Company agrees to pay to the Subscription Agent reasonable compensation for all services rendered by the Subscription Agent under this Agreement, to reimburse the Subscription Agent upon demand for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Subscription Agent in the performance of its duties, under this Agreement and to indemnify the Subscription Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Subscription Agent arising out of or in connection with this Agreement except as a result of its gross negligence or bad faith.
(f) The Subscription Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Subscription Certificates shall furnish the Subscription Agent with reasonable security and indemnity for any costs or expenses which may be incurred. All rights of action under this Agreement or under any of the Rights may be enforced by the Subscription Agent without the possession of any of the Subscription Certificates or the production thereof at any trial or other proceeding related thereto, and any such action, suit or proceeding instituted by the Subscription Agent shall be brought in its name as Subscription Agent, and any recovery or judgment shall be for the ratable benefit of the registered holders of the Rights, as their respective rights or interests may appear. EXHIBIT 4.4 -----------
(g) The Subscription Agent, and any stockholder, director, officer or employee thereof, may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though they were not the Subscription Agent under this Agreement, or a stockholder, director, officer or employee of the Subscription Agent, as the case may be. Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company or for any other legal entity.
(h) The Subscription Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Subscription Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith.
(ic) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing the provisions of this Agreement.
(j) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Subscription Certificate (except its countersignature thereof), nor shall the Subscription Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Subscription Certificate or as to whether the Shares will when issued be validly issued, fully paid and nonassessable or as to the Subscription Price or the number of Shares issuable upon exercise of any Right.
(kd) The Subscription Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, the President, any Vice President, the Controller, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.
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Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Subscription Certificates, by their acceptance thereof, shall be bound:
(a) The statements contained herein and in the Subscription Certificates shall be taken as statements of the Company, and the Subscription Agent assumes no responsibility for the correctness of any of the same except such as describe the Subscription Agent or action taken or to be taken by it. Except as herein otherwise provided, the Subscription Agent assumes no responsibility with respect to the execution, delivery or distribution of the Subscription Certificates.
(b) The Subscription Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Subscription Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the Subscription Price or in the number of Shares issuable upon exercise of any Subscription (except as instructed by the Company)
(c) The Subscription Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Subscription Agent shall incur no liability or responsibility to the Company or any holder of any Subscription Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.
(d) The Subscription Agent shall incur no liability or responsibility to the Company or to any holder of any Subscription Certificate for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed in good faith by it to be genuine and to have been signed, sent or presented by the proper party or parties.
(eb) The Company agrees to pay to the Subscription Agent reasonable compensation for all services rendered by the Subscription Agent under this Agreement, to reimburse the Subscription Agent upon demand for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Subscription Agent in the performance of its duties, under this Agreement and to indemnify the Subscription Agent and save it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Subscription Agent arising out of or in connection with this Agreement except as a result of its gross negligence or bad faith.
(f) The Subscription Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Subscription Certificates shall furnish the Subscription Agent with reasonable security and indemnity for any costs or expenses which may be incurred. All rights of action under this Agreement or under any of the Rights may be enforced by the Subscription Agent without the possession of any of the Subscription Certificates or the production thereof at any trial or other proceeding related thereto, and any such action, suit or proceeding instituted by the Subscription Agent shall be brought in its name as Subscription Agent, and any recovery or judgment shall be for the ratable benefit of the registered holders of the Rights, as their respective rights or interests may appear. EXHIBIT 4.4 -----------
(g) The Subscription Agent, and any stockholder, director, officer or employee thereof, may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though they were not the Subscription Agent under this Agreement, or a stockholder, director, officer or employee of the Subscription Agent, as the case may be. Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company or for any other legal entity.
(h) The Subscription Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Subscription Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith.
(ic) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing the provisions of this Agreement.
(j) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Subscription Certificate (except its countersignature thereof), nor shall the Subscription Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Subscription Certificate or as to whether the Shares will when issued be validly issued, fully paid and nonassessable or as to the Subscription Price or the number of Shares issuable upon exercise of any Right.
(kd) The Subscription Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman, the President, any Vice President, the Controller, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.
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