Common use of Change of Rights Agent Clause in Contracts

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or any state of the United States in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent.

Appears in 7 contracts

Samples: Rights Agreement (Interdigital Communications Corp), Rights Agreement (Interdigital Communications Corp), Rights Agreement (Liberty Technologies Inc)

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Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Company Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Company Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or any state of the United States in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaYork, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the that purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Company Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent.

Appears in 7 contracts

Samples: Rights Agreement (Mim Corp), Rights Agreement (Jp Realty Inc), Rights Agreement (Mim Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred Stock Shares and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock Shares and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the States of Florida or New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State States of Florida or New York York), in good standing, having a principal office in the States of Florida or the Commonwealth of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)5 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock Shares and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 5 contracts

Samples: Rights Agreement (Florida Rock Industries Inc), Rights Agreement (FRP Properties Inc), Rights Agreement (Florida Rock Industries Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing writing, mailed to the Company, and to each transfer agent of the Common Stock and Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the an appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws law of the United States or of the State of California (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or California), in good standing, having a principal office in the Commonwealth State of PennsylvaniaCalifornia, shall be which is authorized under such laws to exercise stock transfer or corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 100,000,000, or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 5 contracts

Samples: Rights Agreement (Bristol Retail Solutions Inc), Rights Agreement (Cortex Pharmaceuticals Inc/De/), Rights Agreement (Bristol Retail Solutions Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaYork), shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 5 contracts

Samples: Rights Agreement (Chemfirst Inc), Rights Agreement (Hartmarx Corp/De), Rights Agreement (Mine Safety Appliances Co)

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 30-days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 30-days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who or which shall, with such notice, submit his or her Rights such holder's Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or York, in good standing, having an office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 5 contracts

Samples: Rights Agreement (Triad Hospitals Inc), Rights Agreement (Triad Hospitals LLC), Rights Agreement (Lifepoint Hospitals Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and and, at the Company's expense, to the holders of the Rights Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the Company shall become the temporary Rights Agent and the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a corporation Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such Person is authorized to do business as a banking or trust institution in the State of New York or York), in good standing, having an office in the Commonwealth State of PennsylvaniaNew York, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be which is subject to supervision or examination by federal or state authorities and shall have authority or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 25 million or (bii) an Affiliate of a corporation described in clause (a)affiliate or such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 2120, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 4 contracts

Samples: Rights Agreement (Anchor Glass Container Corp /New), Rights Agreement (Anchor Glass Container Corp /New), Rights Agreement (Anchor Glass Container Corp /New)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or York), in good standing, having an office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 4 contracts

Samples: Rights Agreement (Ciber Inc), Rights Agreement (Rock Bottom Restaurants Inc), Rights Agreement (Ciber Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Corporation and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 sixty (60) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the CompanyCorporation), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a corporation organized organized, in good standing and doing business under the laws of the United States or of any state of the United States in good standingStates, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 4 contracts

Samples: Rights Agreement (BNC Mortgage Inc), Rights Agreement (Impac Mortgage Holdings Inc), Rights Agreement (Edgar Online Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred Stock and Shares or the Company Common Stock, Shares known to the Rights Agent by registered or certified mail, and to the holders of the Rights Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock Shares and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-first class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shallwill, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be (a) a corporation Person organized and doing business under the laws of the United States or of the State of California (or of any other state of the United States in good standing, shall be so long as such Person is authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaCalifornia), shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus surplus, including its Affiliates, of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and Shares or the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 3 contracts

Samples: Rights Agreement (SWK Holdings Corp), Rights Agreement (SWK Holdings Corp), Rights Agreement (Kana Software Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who which holder shall, with such notice, submit his or her Rights such holder's Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Colorado (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Colorado), in good standing, having an office in the Commonwealth State of PennsylvaniaColorado, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 3 contracts

Samples: Rights Agreement (W-H Energy Services Inc), Rights Agreement (Cenveo, Inc), Rights Agreement (W-H Energy Services Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior written notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-first- class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior written notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Stock and the Company Common StockShares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and organized, doing business and in good standing under the laws of the United States or of any state of the United States in good standingstate, shall be authorized to do business as having a banking institution principal office in the State of New York or the Commonwealth State of PennsylvaniaUtah, shall be that is authorized under such laws by law to exercise corporate trust or and stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have that has at the time of its appointment as Rights Agent a combined capital and surplus adequate in the judgment of a majority of Continuing Directors in office at least $100,000,000 the time to assure the performance of its duties hereunder and the protection of the interests of the Company and the holders of Rights or beneficial interests therein, or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, to the registered holders of the Common Shares. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 3 contracts

Samples: Rights Agreement (Union Pacific Resources Group Inc), Rights Agreement (Players International Inc /Nv/), Rights Agreement (Union Pacific Resources Group Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her such holder's Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or York), in good standing, having a principal office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which corporation or the parent corporation thereof has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 3 contracts

Samples: Rights Agreement (Corn Products International Inc), Rights Agreement (Corn Products International Inc), Rights Agreement (Corn Products International Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing or trust company (or similar form of entity under the laws of any state of the United States or a foreign jurisdiction) authorized to conduct business under the laws of the United States or any state of the United States States, in good standing, shall be authorized to do business as having a banking institution principal office in any state of the State of New York or the Commonwealth of PennsylvaniaUnited States, shall be which is authorized under such laws to exercise corporate trust trust, fiduciary or stock transfer powers, shall be stockholder services powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)10,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be."

Appears in 3 contracts

Samples: Rights Agreement (Wolverine World Wide Inc /De/), Rights Agreement (Wolverine World Wide Inc /De/), Rights Agreement (Wolverine World Wide Inc /De/)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation or any affiliate of such a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaYork), shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 3 contracts

Samples: Rights Agreement (Motorcar Parts & Accessories Inc), Rights Agreement (Regeneron Pharmaceuticals Inc), Rights Agreement (Motorcar Parts & Accessories Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any other state of the United States in good standingStates, shall so long as such corporation complies with the applicable rules and requirements of the New York Stock Exchange, as such rules and requirements may be amended or modified from time to time, is authorized to do business as a banking institution in the State of New York exercise stock transfer or the Commonwealth of Pennsylvania, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50,000,000 (or such lower number as approved by the Board), or (b) an Affiliate affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 3 contracts

Samples: Rights Agreement (Cigna Corp), Rights Agreement (Cigna Corp), Rights Agreement (Cigna Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or York), in good standing, having a principal office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of controlled by a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 3 contracts

Samples: Rights Agreement (Armstrong World Industries Inc), Rights Agreement (Dominion Bridge Corp), Rights Agreement (Armstrong World Industries Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred Common Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-first- class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of actingacting or shall repeatedly fail or refuse to act, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity or repeated failure or refusal to act by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Illinois (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Illinois), in good standing, having a principal office in the Commonwealth State of PennsylvaniaIllinois, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect thereinthere- in, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Aar Corp), Rights Agreement (Aar Corp)

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Georgia (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Georgia), in good standing, having an office in the Commonwealth State of PennsylvaniaGeorgia, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Abc Bancorp), Rights Agreement (Abc Bancorp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (aA) a corporation organized and doing business under the laws of the United States or of the State of California (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or California), in good standing, having an office in the Commonwealth State of PennsylvaniaCalifornia, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million or (bB) an Affiliate affiliate of such a corporation described in clause (a)corporation. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the the-resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Ophthalmic Imaging Systems Inc), Rights Agreement (Ophthalmic Imaging Systems Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior thirty (30) days notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common StockPreferred Shares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior thirty (30) days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common StockPreferred Shares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New Jersey or the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York Jersey or the Commonwealth State of PennsylvaniaNew York), shall be in good standing, having a principal office in the State of New Jersey or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 10,000,000 or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common StockPreferred Shares, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Dusa Pharmaceuticals Inc), Rights Agreement (Dusa Pharmaceuticals Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) calendar days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) calendar days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Texas (or of any state State of the United States in good standing, shall be so long as such corporation (i) is authorized to do business as a banking institution in any State of the United States and (ii) has consented to service of process and jurisdiction in the State of New York or the Commonwealth of PennsylvaniaTexas), shall be in good standing, which is authorized under such laws to exercise stock transfer or corporate trust or stock transfer powers, shall be is subject to supervision or examination by federal or state authorities authority and shall have has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 10,000,000 or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however21 (Change of Rights Agent), or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Comstock Resources Inc), Rights Agreement (Comstock Resources Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or any state of the United States in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent.

Appears in 2 contracts

Samples: Rights Agreement (Gilbert Associates Inc/New), Rights Agreement (Gilbert Associates Inc/New)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred Stock and Shares or the Company Common Stock, Shares known to the Rights Agent by registered or certified mail, and to the holders of the Rights Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock Shares and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-first class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shallwill, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be (a) a corporation Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such Person is authorized to do business as a banking institution in the State of New York or York), in good standing, having a principal office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and Shares or the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Cosine Communications Inc), Rights Agreement (Clarus Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and and, at the expense of the Company, to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-first- class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any a Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States (or of any state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvaniasuch state), shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)and which shall otherwise meet any requirements imposed by the New York Stock Exchange on transfer agents and registrars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the Rights, Rights Agreement or the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Section 22.

Appears in 2 contracts

Samples: Rights Agreement (Great Lakes Chemical Corp), Rights Agreement (Great Lakes Chemical Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior written notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior written notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Stock and the Company Common StockShares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and organized, doing business and in good standing under the laws of the United States or of any state of the United States in good standingstate, shall be authorized to do business as having a banking institution principal office in the State of New York or the Commonwealth of Pennsylvania, shall be that is authorized under such laws by law to exercise corporate trust or and stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have that has at the time of its appointment as Rights Agent a combined capital and surplus adequate in the judgment of at least $100,000,000 a majority of Continuing Directors in office at the time to assure the performance of its duties hereunder and the protection of the interests of the Company and the holders of Rights or beneficial interests therein, or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, to the registered holders of the Common Shares. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (SPS Technologies Inc), Rights Agreement (SPS Technologies Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Corporation and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 sixty (60) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the CompanyCorporation), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or any state of the United States States, in good standing, shall be which is authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvaniasuch state, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (United Natural Foods Inc), Rights Agreement (United Natural Foods Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case case. may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-first- class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity in capacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or York), in good standing, having a principal office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, ,rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement Rights Agreement (Optical Coating Laboratory Inc), Rights Agreement Rights Agreement (Optical Coating Laboratory Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and thereby be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation or financial institution organized and doing business under the laws of the United States or any state of the United States in good standing, shall be (so long as such corporation is authorized to do business as a banking institution under said laws), and in the State of New York or the Commonwealth of Pennsylvaniagood standing, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 10,000,000 or (b) an Affiliate affiliate of a corporation or financial institution described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Nexmed Inc), Rights Agreement (Nexmed Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Corporation and to each transfer agent of the Preferred Stock Common Shares and the Company Common Stock, Preferred Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock Common Shares and the Company Common StockPreferred Shares, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the CompanyCorporation), then any the incumbent Rights Agent or the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or any state of the United States therein, in good standing, shall be authorized to do business as having a banking institution principal office in a state in the State of New York or the Commonwealth of PennsylvaniaUnited States, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent.authority and

Appears in 2 contracts

Samples: Rights Agreement (Convergys Corp), Rights Agreement (Convergys Corp)

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Stock of the Company or Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock of the Company or Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a corporation organized and doing business under the laws of the United States or the State of New York or the State of Delaware (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York Delaware or the Commonwealth State of PennsylvaniaNew York), shall be in good standing, having an office in the State of Delaware or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million, or (bii) an Affiliate affiliate of a corporation described in clause (a)i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and of the Company Common or Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Equidyne Corp), Rights Agreement (Equidyne Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred Stock and Common Shares of the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and Common Shares of the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights such holder's Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a corporation organized and doing business under the laws of the United States or of any state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution under such laws, in the State of New York or the Commonwealth of Pennsylvaniagood standing, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million or (bii) an Affiliate affiliate of a corporation described an institution that satisfies the requirements set forth in clause (a)i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and Common Shares of the Company Common StockCompany, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Self Storage Group, Inc.), 4 Rights Agreement (Self Storage Group, Inc.)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who which holder shall, with such notice, submit his or her Rights such holder's Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Illinois (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Illinois), in good standing, having an office in the Commonwealth State of PennsylvaniaIllinois, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Allied Products Corp /De/), Rights Agreement (FMC Technologies Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or York), in good standing, having a principal office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Bergen Brunswig Corp), Rights Agreement (Bergen Brunswig Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or any state of the United States thereof in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50,000,000 or (b) an Affiliate affiliate of a corporation Person described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Stockholder Rights Agreement (dELiAs, Inc.), Stockholder Rights Agreement (dELiAs, Inc.)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Common Stock, and Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock, and Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed removed, or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York or the State of Georgia (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth State of PennsylvaniaGeorgia), shall be in good standing, having a principal office in the State of New York or the State of Georgia which is authorized under such laws to exercise corporate trust or powers and/or stock transfer powers, shall be power and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate a wholly-owned subsidiary of a corporation as described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Scientific Atlanta Inc), Rights Agreement (Scientific Atlanta Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Wisconsin (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Wisconsin), in good standing, having an office in the Commonwealth State of PennsylvaniaWisconsin, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (American Medical Security Group Inc), Rights Agreement (American Medical Security Group Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Series A Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Series A Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a corporation organized and doing business under the laws of the United States or any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State Commonwealth of New York or Massachusetts), in good standing, having an office in the Commonwealth of PennsylvaniaMassachusetts, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million or (bii) an Affiliate of a corporation described in clause (a)i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Series A Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Provant Inc), Rights Agreement (Provant Inc)

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or York), in good standing, having an office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Fischer Imaging Corp), Rights Agreement (Fischer Imaging Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and Shares known to the Company Common Stock, Rights Agent by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person, or an Affiliate of such Person, organized and doing business under the laws of the United States U.S. or of the State of New York (or of any other state of the United States in good standing, shall be U.S. so long as such Person is authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaYork), shall be authorized under such laws to exercise corporate trust or stock transfer powersin good standing, shall be which is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement, Rights Agreement (W R Grace & Co)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty days' prior notice in writing mailed to the Company, and to each transfer agent of the Junior Preferred Stock and the Company Common Stock, by registered or certified mail, and to the registered holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Junior Preferred Stock and the Company Common Stock, by registered or certified mail, and to the registered holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or any state of the United States in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaYork, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Junior Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent.

Appears in 2 contracts

Samples: Stockholders Rights Agreement (Conectiv Inc), Stockholders Rights Agreement (Conectiv Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior written notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior written notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Stock and the Company Common StockShares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and organized, doing business and in good standing under the laws of the United States or of any state of the United States in good standingstate, shall be authorized to do business as having a banking institution principal office in the State of New York or the Commonwealth of Pennsylvania, shall be that is authorized under such laws by law to exercise corporate trust or and stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have that has at the time of its appointment as Rights Agent a combined capital and surplus adequate in the judgment of a majority of Continuing Directors in office at least $100,000,000 the time to assure the performance of its duties hereunder and the protection of the interests of the Company and the holders of Rights or beneficial interests therein, or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, to the registered holders of the Common Shares. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Neose Technologies Inc), Rights Agreement (Neose Technologies Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or any state of the United States in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent.

Appears in 2 contracts

Samples: Rights Agreement (Mothers Work Inc), Rights Agreement (InterDigital, Inc.)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States (or of any state of the United States States) in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be which is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50,000,000 or (b) an Affiliate affiliate of a corporation Person described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Hybridon Inc), Rights Agreement (Hybridon Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) (x) a corporation organized and doing business under the laws of the United States States, or of any state of the United States in good standing, shall be authorized to do business having an office in the United States and (y) registered as a banking institution Transfer Agent in accordance with the State applicable provisions of the Securities Exchange Act of 1934, as amended, and qualified to act as a Transfer Agent under the rules of the New York or the Commonwealth of Pennsylvania, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 Stock Exchange or (b) an Affiliate affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Lifeline Holdings, Inc.), Rights Agreement (Lifeline Holdings, Inc.)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and organized, doing business and in good standing under the laws of the United States or of the States of New York or New Jersey (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or New Jersey), having a principal office in the Commonwealth State of PennsylvaniaNew York or New Jersey, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate affiliate of a any such corporation described in clause (a)) above. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, the regis- tered holders of shares of Common Stock. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Nui Corp), Rights Agreement (Nui Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior written notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-first- class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior written notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Stock and the Company Common StockShares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and organized, doing business and in good standing under the laws of the United States or of any state of the United States in good standingstate, shall be authorized to do business as having a banking institution principal office in the State of New York or the Commonwealth of Pennsylvania, shall be that is authorized under such laws by law to exercise corporate trust or and stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have that has at the time of its appointment as Rights Agent a combined capital and surplus adequate in the judgment of a majority of the members of the Board of Directors in office at least $100,000,000 the time to assure the performance of its duties hereunder and the protection of the interests of the Company and the holders of Rights or beneficial interests therein, or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, to the registered holders of the Common Shares. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Maritrans Inc /De/), Rights Agreement (Maritrans Inc /De/)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and Person organized, doing business and in good standing under the laws of the United States or of the States of New York or Delaware (or of any other state of the United States in good standing, shall be so long as such Person is authorized to do business as a banking institution in the State of New York or Delaware), having an office in the Commonwealth State of PennsylvaniaNew York or Delaware, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50,000,000 or (b) an Affiliate affiliate of a corporation any such Person described in clause (a)) above. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, the registered holders of shares of Common Stock. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Rights Agreement (Omi Corp/M I), Rights Agreement (Omi Corp/M I)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company and, if instructed by the Company, and to each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and and, at the expense of the Company, to the holders of the Rights Right Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or any state State of the United States States, in good standing, shall be authorized to do business as having a banking institution principal office in the State of New York or the Commonwealth of PennsylvaniaYork, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has (or whose Affiliate has) at the time of its such Person’s appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, assurance or conveyance, and perform any other act or deed deed, necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock Common Shares and the Company Common StockPreferred Shares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, shall not affect the legality or validity of the BACK resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Flushing Financial Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Right Certificate or the Rights Certificate Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Missouri (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Missouri), in good standing, having an office in the Commonwealth State of PennsylvaniaMissouri, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deeddeed and the rights and obligations of the predecessor Rights Agent hereunder shall cease and terminate; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Butler Manufacturing Co)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred Stock and Common Shares of the Company Common Stock, or Preferred Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and Common Shares of the Company Common Stock, or Preferred Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a (a) a corporation organized and doing business under the laws of the United States or the State of New York or the State of Washington (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York Washington or the Commonwealth State of PennsylvaniaNew York), shall be in good standing, having an office in the State of Washington or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million, or (b) an Affiliate affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and Common Shares of the Company Common Stockor Preferred Shares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Idacorp Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Corporation and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 sixty (60) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the CompanyCorporation), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of the States of Delaware or New York (or of any other state of the United States so long as such Person is authorized to do business in the States of Delaware or New York), in good standing, shall be authorized to do business as a banking institution having an office in the State States of Delaware or New York or the Commonwealth of PennsylvaniaYork, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be which is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50,000,000 or (b) an Affiliate of a corporation Person described in clause (a) whose obligations are fully guaranteed by the Person described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Salant Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Corporation and to each the transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, 27 Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 sixty (60) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each the transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the CompanyCorporation), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or York), in good standing, having an office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Employee Solutions Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New Mexico (or of any other state of 27 the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State States of New York or New Mexico), in good standing, having a principal office in the Commonwealth States of PennsylvaniaNew York or New Mexico, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which either has or is an affiliate of a corporation which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Lightpath Technologies Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares and Series B Junior Participating Preferred Stock and Shares known to the Company Common Stock, Rights Agent by registered or certified mail, subject to the Distribution Date and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Series B Junior Participating Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights such holder's Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of Minnesota or New York York), in good standing, having an office in the State of Minnesota or the Commonwealth of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has or is a subsidiary of a corporation which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 100 million, or (b) an Affiliate of a corporation Person described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights CertificatesShares. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Ii Rights Agreement (Lawson Software Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' prior notice in writing mailed to the Company, and to each transfer agent of the Junior Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Junior Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or any state the States of the United States Texas or New York in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaYork, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Junior Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Rowan Companies Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (ai) a corporation organized and doing business under the laws of the United States or of the States of New York or Connecticut (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State States of New York or Connecticut), in good standing, having a principal office in the Commonwealth States of PennsylvaniaNew York or Connecticut, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (bii) an Affiliate affiliate of a corporation described in clause (a)such corporation. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Barnes Group Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and and, at the expense of the Company, to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States (or of any state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvaniasuch state), shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)5,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file give notice thereof in writing with to the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Quicklogic Corporation)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred Stock and Common Shares of the Company Common Stock, or Preferred Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and Common Shares of the Company Common Stock, or Preferred Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who which holder shall, with such notice, submit his or her Rights such holder's Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of California (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or California), in good standing, having an office in the Commonwealth State of PennsylvaniaCalifornia, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and Common Shares of the Company Common Stockor Preferred Shares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Agreement (Imperial Credit Industries Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation (or an affiliate of a corporation) organized and doing business under the laws of the United States or any state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvaniainstitution, shall be is authorized under such laws to exercise corporate trust or stock transfer powers, shall be is in good standing, and is subject to supervision or examination by federal or state authorities authority, and shall have has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Tehama Bancorp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, and to each transfer agent of the Common Stock and Preferred Stock and the Company Common Stock, by registered or certified mail, and and, at the expense of the Company, to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such the appointment within a period of 30 days after giving notice of such the removal or after it has been notified in writing of such the resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such noticethe notification, submit his or her Rights Certificate for inspection by the Company), then any the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Illinois (or of any other state of the United States in good standing, shall be so long the corporation is authorized to do business as a banking institution in the State of New York or Illinois), in good standing, having a principal office in the Commonwealth state of PennsylvaniaIllinois, shall be that is authorized under such laws by the applicable law to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such the appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Alternative Resources Corp)

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Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior written notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior written notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Stock and the Company Common StockShares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and Person organized, doing business and in good standing under the laws of the United States or of any state of the United States in good standingstate, shall be authorized to do business as having a banking institution principal office in the State of New York or the Commonwealth of Pennsylvania, shall be that is authorized under such laws by law to exercise corporate trust or stockholder services and stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50,000,000 or (b) an Affiliate of a corporation described in clause (a)any such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent.been

Appears in 1 contract

Samples: Rights Agreement (Cmac Investment Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and Shares known to the Company Common Stock, Rights Agent by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such Person is authorized to do business as a banking institution in the State of New York or York), in good standing, having an office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million or (b) an Affiliate of such a corporation described in clause (a)Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Arguss Communications Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and and, at the expense of the Company, to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing corporation, limited liability company or trust company (or similar form of entity under the laws of any state of the United States or a foreign jurisdiction) authorized to conduct business under the laws of the United States or any state of the United States in good standingStates, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be which is authorized under such laws to exercise corporate trust trust, fiduciary or stock transfer powers, shall be stockholder services powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 10,000,000 or (b) an Affiliate of a corporation controlled by an entity described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Intervoice Brite Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and organized, doing business and in good standing under the laws of the United States or of the States of New York or Delaware (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Delaware), having a principal office in the Commonwealth State of PennsylvaniaNew York or Delaware, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate affiliate of a any such corporation described in clause (a)) above. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, the registered holders of shares of Common Stock. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Section 22.

Appears in 1 contract

Samples: Rights Agreement (Uniroyal Technology Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred Common Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-first- class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of actingacting or shall repeatedly fail or refuse to act, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity or repeated failure or refusal to act by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Illinois (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Illinois), in good standing, having a principal office in the Commonwealth State of PennsylvaniaIllinois, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (General Employment Enterprises Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who which holder shall, with such notice, submit his or her Rights such holder's Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such Person is authorized to do business as a banking institution in the State of New York or York), in good standing, having an office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Conocophillips)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York York), in good standing and may be the Company or a Subsidiary of the Commonwealth of Pennsylvania, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be subject to supervision or examination by federal or state authorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)Company. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had has been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Standard Microsystems Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and and, at the expense of the Company, to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States (or of any state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvaniasuch state), shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file give notice thereof in writing with to the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Applied Materials Inc /De)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-first- class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Wisconsin (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York Wisconsin), in good standing, having an office in the State of Minnesota or the Commonwealth of PennsylvaniaWisconsin, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent Agent, without further act or deed; but the . The predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. SECTION 22.

Appears in 1 contract

Samples: Rights Agreement (Shopko Stores Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Illinois (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Illinois), in good standing, having a principal office in the Commonwealth State of PennsylvaniaIllinois, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)and which shall otherwise meet any requirements imposed by the New York Stock Exchange on transfer agents and registrars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the Rights Agreement or the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Alltrista Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior written notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-first- class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior written notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Stock and the Company Common StockShares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and organized, doing business and in good standing under the laws of the United States or of any state of the United States in good standingstate, shall be authorized to do business as having a banking institution principal office in the State of New York or the Commonwealth State of PennsylvaniaUtah, shall be that is authorized under such laws by law to exercise corporate trust or and stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have that has at the time of its appointment as Rights Agent a combined capital and surplus adequate in the judgment of a majority of members of the Board of Directors of the Company in office at least $100,000,000 the time to assure the performance of its duties hereunder and the protection of the interests of the Company and the holders of Rights or beneficial interests therein, or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, to the registered holders of the Common Shares. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Union Pacific Resources Group Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior written notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior written notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Stock and the Company Common StockShares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and organized, doing business and in good standing under the laws of the United States or of any state of the United States in good standingstate, shall be authorized to do business as having a banking institution principal office in the State of New York or the Commonwealth of Pennsylvania, shall be that is authorized under such laws by law to exercise corporate trust or and stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have that has at the time of its appointment as Rights Agent a combined capital and surplus adequate in the judgment of at least $100,000,000 a majority of the members of the Board of Directors of the Company to assure the performance of its duties hereunder and the protection of the interests of the Company and the holders of Rights or beneficial interests therein, or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, to the registered holders of the Common Shares. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Neose Technologies Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any a Rights Certificate may apply to any court of competent jurisdiction for the appointment appoint ment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvaniasuch state, shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the Rights, Rights Agreement or the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Chicago Rivet & Machine Co)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior days notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and Shares known to the Company Common Stock, Rights Agent by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall must be (a) a corporation Person organized and doing business under the laws of the United States or of the State of Ohio (or of any other state of the United States in good standing, shall be so long as such Person is authorized to do business as a banking institution in the State of New York or Ohio), in good standing, having an office in the Commonwealth State of PennsylvaniaOhio, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Datatrak International Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and Shares known to the Company Common Stock, Rights Agent by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate Right (who shall, with such notice, submit his or her Rights such holder’s Right Certificate or, before the Distribution Date, certificate representing Common Shares, for inspection by the Company), then any the registered holder of any Rights Certificate Right may apply to any court of the United States or of any state thereof having competent jurisdiction over such matter for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a corporation Person organized and doing business under the laws of the United States or of the State of California (or of any other state of the United States States), so long as such Person in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be shareholder service powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million dollars or (bii) an Affiliate of a corporation Person described in clause (a)i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights CertificatesRights. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Verisign Inc/Ca)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and legal entity organized, doing business and in good standing under the laws of the United States or of the States of New York or Delaware (or of any other state of the United States in good standing, shall be so long as such legal entity is authorized to do business as a banking institution in the State of New York or Delaware), having a principal office in the Commonwealth State of PennsylvaniaNew York or Delaware, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate affiliate of a corporation any such legal entity described in clause (a)) above. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, the registered holders of shares of Common Stock. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Philip Services Corp/De)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the expense of the Company. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or York), in good standing, having a principal office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powerspower, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Furmanite Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Special Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Special Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York or Ohio (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaOhio), shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Special Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Schulman a Inc)

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class firstclass mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class firstclass mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaYork), shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Mine Safety Appliances Co)

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Series One Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Series One Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a corporation organized and doing business under the laws of the United States or any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State District of New York or Columbia), in good standing, having an office in the Commonwealth District of PennsylvaniaColumbia, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million or (bii) an Affiliate of a corporation described in clause (a)i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Series One Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Carey International Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Corporation and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 sixty (60) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the CompanyCorporation), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having an office in the State of New York or the Commonwealth of Pennsylvania, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Chesapeake Utilities Corp)

Change of Rights Agent. The Rights Agent or any successor Rights rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (or, prior to the Distribution Date, of the Common Shares) (who shall, with such notice, submit his or her Rights Right Certificate or, prior to the Distribution Date, the certificate representing his Common Shares, for inspection by the Company), then any the registered holder of any Rights Right Certificate (or, prior to the Distribution Date, of the Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York, Pennsylvania or Florida (or of any state other State of the United States in good standing, shall be States) so long as such corporation is authorized to do business as a banking institution in the State of New York York, Pennsylvania or Florida, in good standing, having an office in the Commonwealth State of PennsylvaniaNew York, shall be Pennsylvania or Florida, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described 10 million; provided, that the principal transfer agent for the Common Shares shall in clause (a)any event be qualified to be the Rights Agent. After appointment, the successor Rights rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights CertificatesRight Certificates (or, prior to the Distribution Date, of the Common Shares). Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or of validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Cryolife Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or York), in good standing, having an office in the Commonwealth State of PennsylvaniaNew York, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Osteotech Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 five days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Iowa (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Iowa), in good standing, having an office in the Commonwealth State of PennsylvaniaIowa, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Plan Agreement (Winnebago Industries Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or any state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvaniainstitution, shall be is authorized under such laws to exercise corporate trust or stock transfer powers, shall be is in good standing, and is subject to supervision or examination by federal or state authorities authority, and shall have has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (California Water Service Group)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and and, at the expense of the Company, to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States (or of any state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvaniasuch state), shall be in good standing, which is authorized under such laws to exercise corporate trust powers or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million and which shall otherwise meet any requirements imposed by the New York Stock Exchange on transfer agents and registrars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (LNB Bancorp Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (aA) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaYork), shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (bB) an Affiliate affiliate of a corporation described in clause (a)A) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (General Housewares Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior written notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Certificates by first-first- class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior written notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Stock and the Company Common StockShares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and organized, doing business and in good standing under the laws of the United States or of any state of the United States in good standingstate, shall be authorized to do business as having a banking institution principal office in the State of New York or the Commonwealth of Pennsylvania, shall be that is authorized under such laws by law to exercise corporate trust or and stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have that has at the time of its appointment as Rights Agent a combined capital and surplus adequate in the judgment of a majority of Continuing Directors in office at least $100,000,000 the time to assure the performance of its duties hereunder and the protection of the interests of the Company and the holders of Rights or beneficial interests therein, or (b) an Affiliate of a corporation described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Stock and the Company Common Stock, Shares and mail a notice thereof in writing to the registered holders of the Rights CertificatesCertificates or, prior to the Distribution Date, to the registered holders of the Common Shares. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Sunsource Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred shares of Common Stock and the Company Common Stock, by registered or certified mail, and and, at the expense of the Company, to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred shares of Common Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation or other legal entity organized and doing business under the laws of the United States (or of any state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvaniasuch state), shall be in good standing, which is authorized under such laws to exercise corporate trust powers or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50 million and which shall otherwise meet any requirements imposed by the New York Stock Exchange on transfer agents and registrars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and the Company shares of Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (RPM International Inc/De/)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Corporation and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the CompanyCorporation), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of ), in good standing, having an office in the State of New York or the Commonwealth of PennsylvaniaYork, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, however or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (National Wireless Holdings Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties and obligations under this Agreement upon 30 days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, if any, by registered or certified mail. Such resignation and discharge from all duties under this Agreement shall be effective on the 30th day following the mailing of the same, without further action on the part of the Rights Agent and whether or not a successor shall theretofore have been appointed. Thereafter, the Company shall give written notice to the holders of the Rights Certificates (if the same have been issued) by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agentagent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States in good standing, shall be as long as such corporation is authorized to do business as a banking institution in the State of New York or the Commonwealth of PennsylvaniaYork), shall be in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has, together with its parent company, at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Imo Industries Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state of the United States in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be standing and subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million, or (b) an Affiliate of a corporation Person described in clause (a)) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for far in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Emisphere Technologies Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Preferred Stock and Common Shares of the Company Common Stock, or Preferred Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and Common Shares of the Company Common Stock, or Preferred Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights such holder’s Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a corporation organized and doing business under the laws of the United States or of any state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution under such laws, in the State of New York or the Commonwealth of Pennsylvaniagood standing, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million or (bii) an Affiliate affiliate of a corporation described an institution that satisfies the requirements set forth in clause (a)i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and Common Shares of the Company Common Stockor Preferred Shares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Steinway Musical Instruments Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Corporation and to each transfer agent of the Common Stock or Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 sixty (60) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock or Preferred Stock and the Company Common Stock, by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the CompanyCorporation), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any of the States of New York, New Jersey or California (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in any of the State States of New York York, New Jersey or the Commonwealth California), in good standing, having an office in any of Pennsylvaniasuch States, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which (or the parent corporation of which) has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock or Preferred Stock and the Company Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (International Remote Imaging Systems Inc /De/)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 sixty (60) days' prior notice in writing mailed to the CompanyCorporation, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and and, if such resignation occurs after the Distribution Date, to the registered holders of the Rights Certificates by first-class mail. In the event that the transfer agency relationship in effect between the Corporation and the Rights Agent terminates, the Rights agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Corporation shall be responsible for sending any required notice. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 sixty (60) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and and, if such resignation occurs after the Distribution Date, to the registered holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the CompanyCorporation), then the Rights Agent, at the expense of the Corporation, or any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a corporation or other entity organized and doing business under the laws of the United States or of the State of New York, North Carolina or Pennsylvania (or of any other state of the United States States), in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be which is authorized under such laws to exercise corporate trust or trust, stock transfer powers, shall be or stockholder services powers and is subject to supervision or examination by federal or state authorities authority and shall have which has, together with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus or net assets, on a consolidated basis, of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing there of to the registered holders of the Rights Certificatesshares of Common Stock. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Investors Title Co)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Illinois (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Illinois), in good standing, having an office in the Commonwealth State of PennsylvaniaIllinois, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 50 million or (b) an Affiliate is a Subsidiary of a such corporation described in the immediately preceding clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Lee Enterprises Inc)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the Commonwealth of Massachusetts (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in either the Commonwealth of Massachusetts or in the state of New York or Illinois), in good standing, having a principal office in the Commonwealth of Massachusetts, or in the State of New York or the Commonwealth of PennsylvaniaIllinois, shall be which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Section 22.

Appears in 1 contract

Samples: Rights Agreement (Quixote Corp)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate for inspection by the Company), then any registered holder of any a Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (aA) a corporation organized and doing business under the laws of the United States or of the State of New York or Delaware (or of any other state of the United States in good standing, shall be so long as such corporation is authorized to do business as a banking institution in the State of New York or Delaware), in good standing, having a principal office in the Commonwealth State of Pennsylvania, shall be New York or Delaware which is authorized under such laws to exercise corporate trust or stock transfer powers, shall be powers and is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (bB) an Affiliate affiliate of a corporation described in clause (a)A) of this sentence and which shall otherwise meet any requirements imposed by the New York Stock Exchange on transfer agents and registrars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Common Stock and the Company Common Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the Rights, Rights Agreement or the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Section 22.

Appears in 1 contract

Samples: Rights Agreement Rights Agreement (Ivex Packaging Corp /De/)

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days' prior notice in writing mailed to the Company, Company and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 sixty (60) days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Stock and the Company Common Stock, Shares by registered or certified mail, and to the holders of the Rights Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 sixty (60) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Right Certificate (who shall, with such notice, submit his or her Rights Right Certificate for inspection by the Company), then any the registered holder of any Rights Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of the States of Delaware or New York (or of any other state of the United States so long as such Person is authorized to do business in the States of Delaware or New York), in good standing, shall be authorized to do business as a banking institution in the State of New York or the Commonwealth of Pennsylvania, shall be authorized under such laws to exercise corporate trust or stock transfer powers, shall be which is subject to supervision or examination by federal or state authorities authority and shall have which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a)50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Stock and the Company Common StockShares, and mail a notice thereof in writing to the registered holders of the Rights Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Gleason Corp /De/)

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