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' notice in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as such, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunder. 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 Shares, and mail a notice thereof in writing to the registered holders of the 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 (Checkfree Corp \Ga\), Rights Agreement (Checkfree Holdings Corp), Rights Agreement (Checkfree 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 days' ’ notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, Corporation and to each transfer agent of the Common Shares and Preferred Voting Shares by registered or certified mail. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, given to the Rights Agent and to the transfer agent of the Common Shares (by personal delivery or registered or certified mail), and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.10. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 (at the Corporation’s expense) or by the holder of a Right Certificate any Rights (who which holder shall, with such noticenotice if given after the Separation Time, submit such holder's Right ’s Rights Certificate for inspection by the CompanyCorporation), then the Company shall become the resigning Rights Agent and or the registered holder of any Right Certificate Rights 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 corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000British Columbia. 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 Agent, upon receipt of any and all outstanding amounts owing to it pursuant to this Agreement, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Rights Plan Agreement (Golden Star Resources LTD), Shareholder Rights Plan Agreement (Golden Star Resources LTD), Shareholder Rights Plan Agreement (Golden Star Resources LTD)
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' ’ notice in writing mailed to the Company and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights 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' ’ 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 Preferred Shares and Preferred the Common Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Rights Certificate (who shall, with such notice, submit such holder's Right his or her Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right 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 corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Preferred Shares and Preferred the Common Shares, and mail a notice thereof in writing to the registered holders of the Right 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: Preferred Stock Rights Agreement (Copart Inc), Preferred Stock Rights Agreement (Align Technology Inc), Preferred Stock Rights Agreement (Copart 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 days' notice in writing mailed to the CompanyCompany and to each transfer agent of the Common Stock of the Company or Preferred Stock (as to which the Rights Agent has received prior written notice) by registered or certified mail, and the Company shall mail notice thereof 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 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 and Stock or Preferred Shares Stock (as to which the Rights Agent has received prior written notice) by registered or certified mail, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Rights Certificate (who shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right 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 corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers powers, and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Stock or Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right 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 (Crossroads Systems Inc), Rights Agreement (United Online Inc), Rights Agreement (Crossroads 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States States, the State of New York or the State of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)Delaware, in good standing, that having its principal office in the State of New York or the State of Delaware, which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Stockholder Protection Rights Agreement (Group 1 Software Inc), Stockholder Protection Rights Agreement (Group 1 Software Inc), Stockholder Protection Rights Agreement (Group 1 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 60 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 60 days' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become holder of any Rights or the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000authority. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Rights Agreement (Central Bancorp Inc /Ma/), Shareholder Rights Agreement (Central Bancorp Inc /Ma/), Rights Agreement (Central Bancorp Inc /Ma/)
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 90 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (Krispy Kreme Doughnuts Inc), Rights Agreement (Bank of New York Co Inc), Stockholder Protection Rights Agreement (Vertrue 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' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become holder of any Rights or the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person (or an affiliate of such a Person) organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Protection Rights Agreement (L&c Spinco Inc), Stockholder Protection Rights Agreement (Acuity Brands Inc), Stockholder Protection Rights Agreement (Lanier Worldwide 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 by giving 60 days' prior written notice in writing mailed (or such lesser notice as is acceptable to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed Corporation) thereof to the Rights Agent or successor Rights AgentCorporation, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates Rights, all in accordance with Section 5.9 and at the expense of the Corporation. The Corporation may remove the Rights Agent by first-class mailgiving 30 days' prior written notice thereof to the Rights Agent, to each transfer agent of the Shares and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by of the CompanyCorporation), then the Company shall become holder of any Rights or the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation's expense. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall must be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof and authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Québec. 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 Agent, upon receipt of any outstanding fees and expenses then owing, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Rights Plan Agreement (Gildan Activewear Inc.), Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Gildan Activewear 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' notice in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as such, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States State of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States State of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunder. 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 Shares, and mail a notice thereof in writing to the registered holders of the 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 (Rocky Shoes & Boots Inc), Rights Agreement (Rocky Shoes & Boots Inc), Rights Agreement (Too 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' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Stockholder Protection Rights Agreement (Xcel Energy Inc), Stockholder Protection Rights Agreement (Xcel Energy Inc), Stockholder Protection Rights Agreement (Allegheny Energy 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' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation (or an affiliate of such a corporation) organized and doing business under the laws of the United States or of the States State of Georgia Delaware or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor prede- cessor Rights Agent and each transfer agent of the Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Goulds Pumps Inc), Stockholder Protection Rights Agreement (Goulds Pumps 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 90 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of Common Stock known to the Common Shares and Preferred Shares Rights Agent by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Morgans Hotel Group Co.), Stockholder Protection Rights Agreement (Morgans Hotel Group 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with Section 6.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, mail and to the holders of the Right Certificates by first-class mailRights in accordance with Section 6.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business incorporated under the laws of any state or the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation that is authorized to do business as a banking institution carry on in the States state of Georgia Utah the business of a transfer agent registered in accordance with the requirements of section 17A of the Securities Exchange Act or Ohio)1934 and, in good standingif the duties hereunder are deemed to so require, that is authorized under such laws to exercise corporate a trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000company. 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; 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 21, 4.4 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 (Foreland Corp), Rights Agreement (Fx Energy 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States Commonwealth of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)Pennsylvania, in good standing, that having its principal office in the Commonwealth of -24- 28 Pennsylvania, which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (Mellon Bank Corp), Shareholder Protection Rights Agreement (Mellon Bank 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 60 days' ’ notice (or such lesser notice as is acceptable to the Trust) in writing mailed to the CompanyTrust and to each transfer agent of Units by registered or certified mail. The Company Trust may remove the Rights Agent or any successor Rights Agent upon 30 60 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 and Preferred Shares Units by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Trust will appoint a successor to the Rights Agent. If the Company shall fail Trust fails to make such appointment within a period of 30 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, then by prior written notice to the Trust, the resigning Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Certificate Rights Certificate, if any, for inspection by the CompanyTrust), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any a court of competent jurisdiction for the appointment of a new Rights Agent, at the Trust's expense. Any successor Rights Agent, whether appointed by the Company Trust or by such a court, shall be a corporation organized and doing business company constituted under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Alberta. 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 Agent, upon receipt of all outstanding fees and expenses owing to it, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Trust will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, Units and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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 any successor Rights Agent, as the case may be.
Appears in 2 contracts
Samples: Unitholder Rights Plan Agreement (Fording Canadian Coal Trust), Unitholder Rights Plan Agreement (Fording Canadian Coal Trust)
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' 90 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 Georgia or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an affiliate of a corporation described in the immediately preceding clause (a). 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 actor deed necessary for the purpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Rights Agreement (Amedisys Inc), Shareholder Rights Agreement (Amedisys 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' ’ notice in writing mailed to the Company. In the event the transfer agency relationship in effect between the Company and the Rights Agent (or its affiliate) 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 Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as such, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's ’s Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States State of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States State of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00010,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunder. 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 Shares, and mail a notice thereof in writing to the registered holders of the 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 (Rocky Brands, Inc.), Rights Agreement (Rocky Brands, 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' 90 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 Georgia or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an affiliate of a corporation described in the immediately preceding clause (a). 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (Premiere Technologies Inc), Shareholder Protection Rights Agreement (PSS World Medical 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' ’ notice in writing mailed to the CompanyCorporation and to each transfer agent of the Common Stock and the Preferred Stock by registered or certified mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 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 Common Shares Stock and the Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Certificate (who shall, with such notice, submit such holder's his Right Certificate for inspection by the CompanyCorporation), then the Company Corporation shall become the Rights Agent and or the registered holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company 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 States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)thereof, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authority authorities and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate controlled by or under common control with one or more Persons 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Shares Stock and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the 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. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Corporation shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.
Appears in 2 contracts
Samples: Rights Agreement (Aeropostale Inc), Rights Agreement (Health Management Associates, 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' notice in writing mailed to the Company and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights 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' 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 Preferred Shares and Preferred the Common Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Rights Certificate (who shall, with such notice, submit such holder's Right his or her Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right 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 corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Preferred Shares and Preferred the Common Shares, and mail a notice thereof in writing to the registered holders of the Right 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: Preferred Stock Rights Agreement (Extended Systems Inc), Preferred Stock Rights Agreement (Extended 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 thirty (30) days' ’ notice in writing mailed to the CompanyCompany and to each transfer agent of the Preferred Shares and the Common 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' ’ 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 Preferred Shares and Preferred the Common Shares by registered or certified mail, and to the holders of the Right Rights 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 notices will be sent by the Company. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Rights Certificate (who shall, with such notice, submit such holder's Right his or her Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right 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 corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Preferred Shares and Preferred the Common Shares, and mail a notice thereof in writing to the registered holders of the Right 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: Preferred Stock Rights Agreement (Versata Inc), Preferred Stock Rights Agreement (Versata 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' 90 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States States, the State of New York or the State of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)Delaware, in good standing, that having its principal office in the State of New York or the State of Delaware, which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (Anaren Inc), Shareholder Protection Rights Agreement (Anaren 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 90 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and, following the Separation Time, to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and and, following the Separation Time, mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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. No resignation or removal of the Rights Agent shall be effective until a successor Rights Agent is appointed in accordance with this Section 4.4.
Appears in 2 contracts
Samples: Stockholder Protection Rights Agreement (Wilshire Enterprises Inc), Stockholder Protection Rights Agreement (Wilshire 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia Ohio or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000authority. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Lenox Bancorp Inc), Stockholder Protection Rights Agreement (Lenox 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 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of Common Stock known to the Common Shares and Preferred Shares Rights Agent by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock known to the Rights Agent by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become holder of any Rights or the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person (or an affiliate of such a Person) organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Zep Inc.), Stockholder Protection Rights Agreement (Acuity Brands 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.11. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.11. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by -40- the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Vornado Operating Co), Stockholder Protection Rights Agreement (Vornado Operating 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (First Union Corp), Shareholder Protection Rights Agreement (First Union 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' ’ notice in writing mailed to the CompanyCompany and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company to each transfer agent of the Common Shares by trackable 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 have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mailShares, and and, if such removal occurs after the Distribution Date, to the holders of the Right Certificates Certificates, in each case, by first-class overnight delivery service or registered or certified mail, postage prepaid. If the Rights Agent and the transfer agent of the Common Shares are the same Person, then the appointment of a successor transfer agent for the Common Shares shall without any further action be the appointment of such Person as successor Rights Agent. If the Rights Agent and the transfer agent of the Common Shares are the same Person, then, notwithstanding the foregoing notice provisions, a removal notice to the Rights Agent shall be given upon such number of days’ notice as is specified in the agreement governing the Rights Agent’s services as transfer agent, as such agreement may be amended from time to time. If the Rights Agent and the transfer agent are not the same Person and the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, then the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 90 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's ’s Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation legal entity organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation entity is authorized to do business as a banking institution in the States of Georgia or Ohio)such state, in good standing, that which is authorized under such laws to exercise corporate trust or trust, stock transfer or stockholder services powers and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus surplus, along with its Affiliates, of at least $50,000,00050 million, or (b) an Affiliate of a legal 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Shares, and and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the 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 (Hudson Global, Inc.), Rights Agreement (Hudson Global, 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States State of Georgia or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (Intermet Corp), Shareholder Protection Rights Agreement (Intermet 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' ’ notice in writing mailed delivered to the Company, provided, however, that in the event any transfer agency relationship in effect between the Company 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 Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause), upon 30 no less than 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 Common Shares Stock and Preferred Shares Stock, by registered or certified mail, and by giving notice to the holders of the Right Certificates by first-class mailany means reasonably determined by the Company to inform such holders of such removal (including, without limitation, by including such information in one or more of the Company’s reports to stockholders or reports or filings with the Securities and Exchange Commission). If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Certificate (who shall, with such notice, submit such holder's his or her Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the any registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States States, the State of Delaware or the State of the States of Georgia or Ohio New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States State of Georgia Delaware or Ohiothe State of New York), in good standing, that which is authorized under such laws to exercise stock transfer or corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00010,000,000 or (b) an Affiliate of a 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 of this Agreement and so that the successor but such predecessor Rights Agent may appropriately act as Rights Agent hereundershall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. 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 Stock of the Company and the Preferred SharesStock, and mail a give notice thereof in writing to the registered holders of the Right CertificatesCertificates by any means reasonably determined by the Company to inform such holders of such appointment (including, without limitation, by including such information in one or more of the Company’s reports to stockholders or reports or filings with the Securities and Exchange Commission). 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 (Magenta Therapeutics, Inc.), Stockholder Rights Agreement
Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon at least 30 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company by registered or certified mail or nationally recognized overnight courier and, in the event that the Rights Agent or one of its affiliates is not also the transfer agent of the Company, to each transfer agent of Common Stock known to the Rights Agent. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the effective date of such termination, provided that if the Rights Agent is the party terminating such transfer agency relationship, its written notice of termination shall specify that, effective as of such termination, it shall be deemed to have resigned and be discharged from its duties as Rights Agent. If the Rights Agent is deemed to have resigned and is discharged from its duties as Rights Agent in connection with the termination of the transfer agency relationship between the Company and the Rights Agent, the Company shall be responsible for sending any required notice hereunder. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, Stock and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice such removal or the effectiveness of such removal resignation or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the incumbent Rights Agent and the or any registered holder of any Right Certificate Rights 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 (other than a natural person) organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which, when combined with its affiliates, has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate of a Person described in clause (a) of this sentence. 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 of this Agreement and so that foregoing purpose, but the successor predecessor Rights Agent may appropriately act as Rights Agent hereundershall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 (iKang Healthcare Group, Inc.), Stockholder Protection Rights Agreement (Ca, 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 by giving 60 days' ’ prior written notice in writing mailed (or such lesser notice as is acceptable to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed Corporation) thereof to the Rights Agent or successor Rights AgentCorporation, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates Rights, all in accordance with Section 5.9 and at the expense of the Corporation. The Corporation may remove the Rights Agent by first-class mailgiving 30 days’ prior written notice thereof to the Rights Agent, to each transfer agent of the Shares and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by of the CompanyCorporation), then the Company shall become holder of any Rights or the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation’s expense. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall must be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof and authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Alberta. 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 Agent, upon receipt of any outstanding fees and expenses then owing, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Ce Franklin LTD)
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' ’ notice in writing mailed to the CompanyCompany and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. In the event that the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Company shall use commercially reasonable efforts to appoint a successor to the Rights Agent within thirty (30) days from the effective date of such termination, and, in any event, shall appoint a successor within sixty (60) days after the effective date of such termination, and shall send any required notice to the holders of the Rights Certificates. The Company may remove the Rights Agent or any successor Rights Agent upon 30 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 Common Preferred Shares and Preferred the Common Shares by registered or certified mail, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Rights Certificate (who shall, with such notice, submit such holder's Right his or her Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right 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 corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Preferred Shares and Preferred the Common Shares, and mail a notice thereof in writing to the registered holders of the Right 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: Preferred Stock Rights Agreement (Tibco Software Inc), Preferred Stock Rights Agreement (Tibco 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 by giving 60 days' prior written notice in writing mailed (or such lesser notice as is acceptable to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed Corporation) thereof to the Rights Agent or successor Rights AgentCorporation, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates Rights, all in accordance with Section 5.9 and at the expense of the Corporation. The Corporation may remove the Rights Agent by first-class mailgiving 30 days' prior written notice thereof to the Rights Agent, to each transfer agent of the Shares and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by of the CompanyCorporation), then the Company shall become holder of any Rights or the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation's expense. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall must be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof and authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Quebec. 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 Agent, upon receipt of any outstanding fees and expenses then owing, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Rights Plan Agreement (Gildan Activewear Inc.), Rights Plan Agreement (Gildan Activewear 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)Puerto Rico, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Popular Inc), Stockholder Protection Rights Agreement (Popular 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' ’ notice in writing mailed to the CompanyCompany and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the such Rights Agent or such successor Rights Agent, as the case may be, and to each transfer agent of the Common Preferred Shares and Preferred the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Rights Certificate (who shall, with such notice, submit such holder's Right his or her Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and or the registered holder of any Right 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 corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer stockholder services powers and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00010 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Preferred Shares and Preferred the Common Shares, and mail a notice thereof in writing to the registered holders of the Right 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 (Forgent Networks Inc), Preferred Shares Rights Agreement (Entertainment Distribution Co 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' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 (General Moly, Inc), Stockholder Protection Rights Agreement (Ca, 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 60 days' ’ notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the CompanyCorporation and to each transfer agent of Common Shares by registered or certified mail and to the holders of Rights in accordance with Section 5.9. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, mail and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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, then by prior written notice to the Corporation the resigning Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Certificate Rights Certificate, if any, for inspection by the CompanyCorporation), then may apply, at the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply Corporation's expense, 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 corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Alberta. 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 shall, upon payment in full of any outstanding amounts owing by the Corporation to the Rights Agent under this Agreement, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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 any successor Rights Agent, as the case may be.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement
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' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become holder of any Rights and the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation (a) Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate of a Person described in clause (a) of this sentence that is under control of such corporation. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Impco Technologies Inc), Stockholder Protection Rights Agreement (Fuel Systems 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States State of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)Tennessee, in good standing, that having its principal office in the State of Tennessee, which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,0005,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (Murfreesboro Bancorp Inc), Shareholder Protection Rights Agreement (Murfreesboro 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 60 days' ’ notice (or such lesser notice as is acceptable to the Corporation) in writing delivered or mailed to the CompanyCorporation and to each transfer agent of Shares by first class mail, and mailed or delivered to the holders of the Rights in accordance with Section 5.9 hereof. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed or delivered to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified first class mail, and mailed to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9 hereof. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the CompanyCorporation), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply apply, at the Corporation’s expense, 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 corporation organized and doing business body corporate incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000British Columbia. 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 upon receipt of all fees and expenses outstanding to the predecessor Rights Agent by the Corporation 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Rights Plan Agreement (NexGen Energy Ltd.), Shareholder Rights Plan Agreement (NexGen Energy Ltd.)
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' ’ notice in writing mailed to the Company and to each transfer agent for the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the 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 in connection therewith will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Common Shares and or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's his Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation corporation, business trust or limited liability company organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050 million or (b) a direct or indirect wholly owned Subsidiary of such an entity or its wholly-owning parent. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 for the Common Shares and or Preferred Shares, and mail a notice thereof in writing to the registered holders of the 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 (Tercica Inc), Rights Agreement (Ipsen, S.A.)
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' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate of a Person described in clause (a) of this sentence that is under control of such Person. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Hershey Foods Corp), Stockholder Protection Rights Agreement (Hershey Foods 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 at least 30 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company by registered or certified mail or nationally recognized overnight courier and, in the event that the Rights Agent or one of its affiliates is not also the transfer agent of the Company, to each transfer agent of Shares known to the Rights Agent. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the effective date of such termination, provided that if the Rights Agent is the party terminating such transfer agency relationship, its written notice of termination shall specify that, effective as of such termination, it shall be deemed to have resigned and be discharged from its duties as Rights Agent. If the Rights Agent is deemed to have resigned and is discharged from its duties as Rights Agent in connection with the termination of the transfer agency relationship between the Company and the Rights Agent, the Company shall be responsible for sending any required notice hereunder. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice such removal or the effectiveness of such removal resignation or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the incumbent Rights Agent and the or any registered holder of any Right Certificate Rights 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 (other than a natural person) organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which, when combined with its affiliates, has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate of a Person described in clause (a) of this sentence. 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 of this Agreement and so that foregoing purpose, but the successor predecessor Rights Agent may appropriately act as Rights Agent hereundershall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. 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 Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 (Nam Tai Property Inc.), Rights Agreement
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' days notice in writing mailed to the CompanyCompany and to each transfer agent of the Common Stock and the Preferred Stock by registered or certified mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' 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 Stock and the Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit such holder's Right his Rights Certificate for inspection by the Company), then the Company shall become the incumbent Rights Agent and or the registered holder of record of any Right 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 thereof or the States District of Georgia or Ohio (or of any other state of the United States so long as such corporation Columbia, in good standing, which is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority authorities and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate controlled by a 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Stock and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right 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. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.
Appears in 2 contracts
Samples: Rights Agreement (Geoworks /Ca/), Rights Agreement (Geoworks /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 60 days' ’ notice in writing (or such lesser notice as is acceptable to the REIT) mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, REIT and to each transfer agent of the Common Shares and Preferred Shares Units by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with section 6.8. The REIT may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Units by first-class registered or certified mail, and to the holders of the Rights in accordance with section 6.8. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall REIT will appoint a successor to the Rights Agent. If the Company shall fail REIT 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the CompanyREIT), then the Company shall become the resigning Rights Agent and or the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the REIT’s expense. Any successor Rights Agent, whether appointed by the Company REIT or by such a court, shall be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Ontario. 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 Agent, upon receiving from the REIT payment in full of all amounts outstanding under this Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall REIT will file notice thereof in writing with the predecessor Rights Agent and Agent, each transfer agent of the Common Shares and Preferred SharesUnits, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. The cost of giving any notice required under this section 5.4 shall be borne solely by the REIT. Failure to give any notice provided for in this Section 21section 5.4, 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: Unitholder Rights Plan Agreement, Unitholder Rights Plan Agreement
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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States State of Georgia New York or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus shareholder's equity of at least $50,000,000, or an affiliate of such a corporation. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (Sterling Bancorp), Shareholder Protection Rights Agreement (Sterling 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 by giving 60 days' ’ prior written notice in writing mailed (or such lesser notice as is acceptable to the CompanyCorporation) to the Corporation, to each transfer agent of Common Shares and to the holders of the Rights, all in accordance with Section 5.11 and at the expense of the Corporation. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon by giving 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 Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.11. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation fails to make such appointment within a period of 30 days after giving notice of such removal or 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by of the CompanyCorporation), then the Company shall become the Rights Agent and (at the registered Corporation’s expense) or the holder of any Right Certificate Rights 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 must be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof and authorized to do carry on the business as of a banking institution rights agent in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000British Columbia. 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, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.11. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Rights Plan Agreement (SSR Mining Inc.), Shareholder Rights Plan Agreement (Silver Standard 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 thirty (30) days' notice in writing mailed to the CompanyCompany and to each transfer agent of the Preferred Shares and the Common 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' 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 Preferred Shares and Preferred the Common Shares by registered or certified mail, and to the holders of the Right Rights 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. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Rights Certificate (who shall, with such notice, submit such holder's Right his or her Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right 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 corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $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 purpose. 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, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has, at the time of its appointment as Rights Agent, a combined capital and surplus of at least $50,000,000, or (b) an affiliate of a corporation described in clause (a) of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereundersentence. 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 Preferred Shares and Preferred the Common Shares, and mail a notice thereof in writing to the registered holders of the Right 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: Preferred Stock Rights Agreement (Intraware Inc), Preferred Stock Rights Agreement (Intraware 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' notice in writing mailed to the CompanyCompany and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, 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 Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's his Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and or the registered holder of any Right Certificate may may, at the expense of the Company, apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in or the States District of Georgia or Ohio)Columbia, in good standing, that is having an office in the State of New York, authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority authority, and that has having at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050 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, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 or Preferred Shares, and following the Distribution Date mail a notice thereof in writing to the registered holders of the 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 (Ucar International Inc), Rights Agreement (Ucar 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 60 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and, at the Company's expense, to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (International Flavors & Fragrances Inc), Shareholder Protection Rights Agreement (International Flavors & Fragrances 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' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of Common Stock known to the Common Shares and Preferred Shares Rights Agent by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Swift Transportation Co Inc), Stockholder Protection Rights Agreement (Swift Transportation Co 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' days notice in writing mailed to the CompanyCompany and to each transfer agent of the Common Stock and the Preferred Stock by registered or certified mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' 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 Stock and the Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit such holder's Right his Rights Certificate for inspection by the Company), then the Company shall become the incumbent Rights Agent and or the registered holder of record of any Right 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 thereof or the States District of Georgia or Ohio (or of any other state of the United States so long as such corporation Columbia, in good standing, which is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority authorities and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate controlled by 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Stock and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right 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. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.
Appears in 2 contracts
Samples: Rights Agreement (Penney J C Co Inc), Rights Agreement (Penney J C Co 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 60 days' ’ notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed Corporation and to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders Holders of the Right Certificates Rights in accordance with Section 5.8 at the Corporation’s expense. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to the transfer agent of the Common Shares by first-class registered or certified mail, and to the Holders of the Rights in accordance with Section 5.8. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Holder of a Right Certificate any Rights (who which Holder shall, with such notice, submit such holder's Right Holder’s Rights Certificate for inspection by the CompanyCorporation), then the Company shall become the outgoing Rights Agent and the registered holder or Holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation’s expense. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000province thereof. 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, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses, owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares and Preferred Shares, and mail or cause to be mailed a notice thereof in writing to the registered holders Holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Rights Plan Agreement (Pretium Resources Inc.), Shareholder Rights Plan Agreement (Pretium 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States State of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)New York, in good standing, that having its principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Freeport McMoran Sulphur Inc), Stockholder Protection Rights Agreement (Eastman 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' 60 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Shares by registered or certified mail and to the holders of Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' 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 and Preferred Shares by registered or certified mail, mail and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 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, then by prior written notice to the Company the resigning Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Certificate Rights Certificate, if any, for inspection by the Company), then may apply, at the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply Company's expense, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business Company incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000British Columbia. 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 shall, upon payment in full of any outstanding amounts owing by the Company to the Rights Agent under this Agreement, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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 any successor Rights Agent, as the case may be.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Northern Dynasty Minerals LTD), Shareholder Rights Plan Agreement (Northern Dynasty Minerals LTD)
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' 60 days notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed Corporation and to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Corporation may remove the Rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to the transfer agent of the Common Shares by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the CompanyCorporation), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may (at the Corporation's expense) 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 corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000province thereof. 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 shall, upon payment in full of any outstanding amounts owing by the Corporation to the Rights Agent under this Agreement, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Rights Plan Agreement (TLC Laser Center Inc), Shareholder Rights Plan Agreement (TLC Laser Center 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 60 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 60 days' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become holder of any Rights or the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 (Es&l Bancorp Inc), Rights Agreement (Es&l 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 Plan upon 30 thirty (30) days' ’ notice in writing mailed to the CompanyCompany and (if then known to the Rights Agent) to each transfer agent of the Common Stock and/or Preferred Stock, as applicable, by registered or certified mail. Following the Distribution Date, the Company shall promptly notify the holders of the Right Certificates by first-class mail of any such resignation. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Plan as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 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 Common Shares and Stock and/or Preferred Shares Stock, as applicable, by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as suchRights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such 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 Right Certificate (who shall, with such notice, submit such holder's his Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise stock transfer, corporate trust or stock transfer shareholder services powers and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050 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 of this Agreement and so that the successor purpose, but such predecessor Rights Agent may appropriately act as Rights Agent hereundershall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. 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 Stock and/or Preferred SharesStock, and as applicable, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the 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: Benefits Preservation Plan (CarParts.com, Inc.), Benefits Preservation Plan (CarParts.com, 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 90 days' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the CompanyCorporation and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 6.8. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by personal delivery, registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with section 6.8. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the CompanyCorporation), then then, subject to prior written notice to the Company shall become Corporation, the Rights Agent and the registered holder of any Right Certificate Rights 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 corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Quebec. 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, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 21section 5.4, 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: Shareholder Rights Plan Agreement (St Laurent Paperboard Inc), Shareholder Rights Plan Agreement (St Laurent Paperboard 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' notice in writing mailed to the Company, and to each transfer agent of the Common Shares and Preferred Shares, by registered or certified mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 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 Common Shares and Preferred Shares Shares, by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Rights Certificate (who shall, with such notice, submit such holder's Right his Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the or any registered holder of any Right 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 legal business entity organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)State thereof, in good standing, that having an office in the States of New York or Ohio, which is authorized under such laws to exercise corporate trust or trust, stock transfer or shareholder services powers and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an affiliate of a legal business 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 the Preferred Shares, and and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right 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 (Barry R G Corp /Oh/), Rights Agreement (Barry R G Corp /Oh/)
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' 90 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000100,000,000 or (b) an Affiliate of a corporation described in the immediately preceding clause (a). 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Tg Therapeutics, Inc.), Stockholder Protection Rights Agreement (Tg Therapeutics, 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' ’ notice in writing mailed to the CompanyCompany and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the such Rights Agent or such successor Rights Agent, as the case may be, and to each transfer agent of the Common Preferred Shares and Preferred the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Rights Certificate (who shall, with such notice, submit such holder's Right his or her Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and or the registered holder of any Right 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 corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer stockholder services powers and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00010 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, appointment m the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Shares and Preferred the Common Shares, and mail a notice thereof in writing to the registered holders of the Right 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 (Asure Software Inc), Rights Agreement (Asure 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 60 days' notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the CompanyCorporation and to each transfer agent for the Common Shares by registered or certified mail and to the holders of Rights in accordance with Section 5.9. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Common Shares and Preferred Shares by registered or certified mail, mail and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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, then by prior written notice to the Corporation the resigning Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Certificate Rights Certificate, if any, for inspection by the CompanyCorporation), then may apply, at the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply Corporation's expense, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 shall, upon payment in full of any outstanding amounts owing by the Corporation to the Rights Agent under this Agreement, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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 any successor Rights Agent, as the case may be.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement
Change of Rights Agent. The Rights Agent or any successor Rights Agent may ---------------------- resign and be discharged from its duties under this Agreement Agree- ment upon 30 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accor- dance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 predeces- sor 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (Cullen Frost Bankers Inc), Shareholder Protection Rights Agreement (Cullen Frost Bankers 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States State of Georgia New York or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor prede cessor Rights Agent and each transfer agent of the Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Shareholder Protection Rights Agreement (Smithtown Bancorp Inc), Shareholder Protection Rights Agreement (Smithtown 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 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate of such a Person. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Protection Rights Agreement (Ca, Inc.), Stockholder Protection Rights Agreement (Ca, 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' by giving 60 days prior written notice in writing mailed (or such lesser notice as is acceptable to the CompanyCorporation) to the Corporation, to each transfer agent of Common Shares and to the holders of the Rights, all in Table of Contents Shareholder Rights Plan Agreement March 10, 2004 Page 36 of 44 accordance with section 5.9 and at the expense of the Corporation. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon by giving 30 days' 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 Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by of the CompanyCorporation), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 must be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof and authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Alberta. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with section 5.9. Failure to give any notice provided for in this Section 21section 4.4, 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
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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate of a corporation described in clause (a) of this sentence that is under the control of such corporation. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Stockholder Protection Rights Agreement (Beckman Coulter Inc)
Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement Plan upon 30 thirty (30) days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.8. The Company may remove the Rights Agent upon thirty (30) days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.8. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 thirty (30) days after giving notice such removal or the effectiveness of such removal resignation or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Plan and is subject to supervision or examination by federal or state authority and that which, when combined with its affiliates, has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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
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' ’ notice in writing mailed to the CompanyCompany and to each transfer agent of the Common Shares and the Preferred Shares by registered or certified mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and the Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's his Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050 million or (b) an Affiliate of such 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 the Preferred Shares, and mail a notice thereof in writing to the registered holders of the 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
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, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent for the Company Common Stock or Preferred Stock, in each case by trackable mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent as of the date of this Agreement terminates, then, unless such termination is the result of establishing a transfer agency relationship with an Affiliate of the Rights Agent and, in connection therewith, this Agreement is assigned to and assumed by such or any other Affiliate of the Rights Agent, 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 Company shall be responsible for sending any required notice. 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 for the Company Common Shares and Stock or Preferred Shares Stock, by registered or certified trackable mail, and and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Rights Certificate (who shall, with such notice, submit such holder's Right his Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the any registered holder of any Right 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 corporation (a) an entity organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is shall be authorized under such applicable laws to exercise corporate trust or stock transfer or stockholder service powers and is shall be subject to supervision or examination by federal or state authority authorities and that which has at the time of its appointment as Rights Agent Agent, when combined with its Affiliates, a combined capital and surplus of at least $50,000,00050,000,000 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Company Common Shares and Stock or Preferred SharesStock, and and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right 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 (Netlist 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' notice in writing mailed to the CompanyCompany and to each transfer agent of the Common Stock and Preferred Stock by registered or certified mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares Stock and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's his Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate or the Rights 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 States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)state, in good standing, that having an office in the States of New York or Mississippi, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00025,000,000, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the The Company shall file notice thereof of such appointment in writing with the predecessor Rights Agent and each transfer agent of the Common Shares Stock and Preferred SharesStock, and mail through a notice thereof in writing filing made by the Company pursuant to the registered holders Securities Exchange Act of the Right Certificates1934, as amended. 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 (Worldcom Inc/ga//)
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 60 days' ’ notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the CompanyCorporation and to each transfer agent of Common Shares and Convertible Shares by registered or certified mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 60 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 and Preferred Convertible Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation fails to make such appointment within a period of 30 60 days after giving notice of such removal or after it has been notified in writing of such the resignation or incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to the Corporation the resigning Rights Agent or by the holder of a Right Certificate any Rights or Convertible Rights (who which holder shall, with such notice, submit such holder's Right Certificate ’s Rights Certificate, if any, for inspection by the CompanyCorporation), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any a court of competent jurisdiction for the appointment of a new Rights Agent, at the Corporation’s expense. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Alberta. 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 Agent, upon receipt of all outstanding fees and expenses owing to it, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, Convertible Shares and mail a notice thereof in writing to the registered holders of the Right CertificatesRights and Convertible Shares in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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 any successor Rights Agent, as the case may be.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Canadian Pacific Railway LTD/Cn)
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 90 days' ’ notice in writing mailed to the CompanyCompany and to each transfer agent of the Common Shares by registered or certified mail and, if such resignation occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 90 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 and Preferred Shares by registered or certified mailmail and, and if such removal occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent and the transfer agent of the Common Shares are the same Person, the appointment of a successor transfer agent for the Common Shares shall without any further action be the appointment of such Person as successor Rights Agent. If the Rights Agent and the transfer agent of the Common Shares are the same Person, notwithstanding the foregoing notice provisions, (a) prior to the Distribution Date, no notice of resignation or removal need be given to holders of the Rights, and (b) a resignation notice from, and a removal notice to, the Rights Agent shall be given upon such number of days’ notice as is specified in the agreement governing the Rights Agent’s services as transfer agent, as such agreement may be amended from time to time. If the Rights Agent and the transfer agent are not the same Person and the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 90 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's ’s Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation legal business entity organized and doing business under the laws of the United States or of the States State of Georgia New York or Ohio the State of Wisconsin (or of any other state of the United States so long as such corporation entity is authorized to do business as a banking institution in the States State of Georgia New York or Ohiothe State of Wisconsin), in good standing, that having an office or agency in the State of Wisconsin or the State of New York, which is authorized under such laws to exercise corporate trust or trust, stock transfer or shareholder services powers and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050 million, or (b) an Affiliate of a legal business 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Sharesand, and if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the 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
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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of in the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that having its principal office in the State of New York or New Jersey, which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 (Hooper Holmes 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 90 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 6.9. The Company may remove the Rights Agent upon 30 days’ notice in writing mailed to the Rights Agent and to each transfer agent of the Common Shares by first-class mailregistered or certified mail and to the holders of the Rights in accordance with Section 6.9. If the Rights Agent shall resign should resign, be removed, or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business incorporated under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation that is authorized to do business as a banking institution carry on in the States state of Georgia or Ohio)Utah the business of a transfer agent registered in accordance with the requirements of Section 17A of the Exchange Act and, in good standingif the duties hereunder are deemed to so require, that is authorized under such laws to exercise corporate a trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000company. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties 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, hereunder and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 21, 4.4 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 (Fx Energy 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' ’ notice in writing mailed to the CompanyCompany and to each transfer agent of the Common Shares or Preferred Shares by registered or certified 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 have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit such holder's ’s Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation Person organized and doing business and in good standing under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States States, so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that Person is authorized under such laws to exercise corporate trust or stock transfer powers all of the duties of the Rights Agent under this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050 million or (ii) an Affiliate of 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 or Preferred Shares, and mail a notice thereof in writing to the registered holders of the 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
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 60 days' ’ notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, Corporation and to each transfer agent of the Common Shares and Preferred Voting Shares by registered or certified mail. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, given to the Rights Agent and to the transfer agent of the Common Shares (by personal delivery or registered or certified mail), and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.11. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 (at the Corporation’s expense) or by the holder of a Right Certificate any Rights (who which holder shall, with such noticenotice if given after the Separation Time, submit such holder's Right ’s Rights Certificate for inspection by the CompanyCorporation), then the Company shall become the resigning Rights Agent and or the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction (at the Corporation’s expense) 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 corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on Table of Contents the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Alberta. 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, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owing by the Corporation to the predecessor Rights Agent pursuant to this Agreement, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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
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' ’ notice in writing mailed to the CompanyPartnership and to each transfer agent of the LP Units and the Depositary Units by registered or certified mail. The Company Partnership may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares LP Units and Preferred Shares the Depositary Units by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, the Company Partnership shall appoint a successor to the Rights Agent. If the Company Partnership shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's his Right Certificate for inspection by the CompanyPartnership), then the Company shall become the incumbent Rights Agent and or the registered holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Partnership 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 Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)thereof, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authority authorities and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate controlled by or under common control with one or more corporations 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company Partnership shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares LP Units and Preferred SharesDepositary Units, and mail a notice thereof in writing to the registered holders of the 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. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Partnership shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.
Appears in 1 contract
Samples: Rights Agreement (Cedar Fair L P)
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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Georgia New York or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000authority. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Stockholder Protection Rights Agreement (Roslyn 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 by giving 60 days' ’ prior written notice in writing mailed (or such lesser notice as is acceptable to the CompanyCorporation) thereof to the Corporation, to each transfer agent of Shares and to the holders of the Rights, all in accordance with Section 5.9 and at the expense of the Rights Agent. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon by giving 30 days' ’ prior written notice in writing, mailed thereof to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by of the CompanyCorporation), then then, subject to prior written notice to the Company shall become Corporation, the holder of any Rights or the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation’s expense. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall must be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof and authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Quebec. 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 Agent, upon receipt of any outstanding fees and expenses then owing, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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 Rights Plan Agreement (Neptune Technologies & Bioressources 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' 90 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 State of Georgia North Carolina or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000100,000,000 or (b) an Affiliate of a corporation described in the immediately preceding clause (a). 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Stockholder Protection Rights Agreement (First Charter Corp /Nc/)
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' ’ notice in writing mailed to the CompanyCorporation and to each transfer agent of the Common Stock known to the Rights Agent and the Preferred Stock by registered or certified mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 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 Common Shares Stock and the Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Certificate (who shall, with such notice, submit such holder's his Right Certificate for inspection by the CompanyCorporation), then the Company Corporation shall become the Rights Agent and or the registered holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company 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 Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)thereof, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer powers or conduct a shareholder services business and is subject to supervision or examination in the conduct of its stock transfer business by federal or state authority authorities and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an Affiliate controlled by or under common control with one or more Persons 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Shares Stock and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the 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. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Corporation shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.
Appears in 1 contract
Samples: Rights Agreement (Iron Mountain 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 90 days' notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the CompanyCorporation and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with Section 5.8. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.8. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the CompanyCorporation), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights or the resigning Rights Agent (at the Corporation's expense) 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 corporation organized and doing business incorporated under the laws of Canada or a province thereof authorised to carry on the United States or business of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000company. 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 following payment of all outstanding fees and expenses owed to it under this Agreement 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Plan Agreement (Intertape Polymer 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 by giving 60 days' ’ prior written notice in writing mailed (or such lesser notice as is acceptable to the CompanyCorporation) thereof to the Corporation, to each transfer agent of Common Shares and to the holders of the Rights, all in accordance with Section 5.9 and at the expense of the Corporation. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon by giving 30 days' ’ prior written notice in writing, mailed thereof to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by of the CompanyCorporation), then the Company shall become holder of any Rights or the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation’s expense. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall must be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof and authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Ontario. 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 Agent, upon receipt of any outstanding fees and expenses then owing, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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, Agent as the case may be.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Nortel Networks 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 by giving 30 days' ’ prior written notice (or such lesser notice as is acceptable to the Company) to the Company, to each transfer agent of Common Shares and to the holders of the Rights, all in writing mailed to accordance with Section 5.9 and at the expense of the Company. The Company may remove the Rights Agent or any successor Rights Agent upon by giving 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 Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by of the Company), then the Company shall become holder of any Rights or the Rights Agent and (at the registered holder of any Right Certificate Company’s expense) may apply to any court of competent jurisdiction for the appointment of a new Rights Agentrights agent. Any successor Rights Agentrights agent, whether appointed by the Company or by such a court, shall must be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof and authorized to do carry on the business of acting as a banking institution rights agent in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Ontario. After appointment, the successor Rights Agent 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, upon payment by the Company to the predecessor Rights Agent of all outstanding fees and expenses owed by the Company to the predecessor Rights Agent pursuant to this Agreement, shall deliver and transfer to the successor Rights Agent 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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 Agentrights agent, as the case may be. For greater certainty, any notice required to be sent pursuant to this Agreement to holders of the Rights by the Rights Agent after its resignation or removal shall be at the expense of the Company.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation corpo- ration organized and doing business under the laws of the United States or of the States State of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)New York, in good standing, that having its principal office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Stockholder Protection Rights Agreement (Freeport McMoran Sulphur 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' 90 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 State of Georgia Delaware or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an affiliate of a corporation described in the immediately preceding clause (a). 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Stockholder Protection Rights Agreement (Ivi Checkmate 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 90 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice such removal or the effectiveness of such removal resignation or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right ’s Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Tax Asset Protection Plan (Krispy Kreme Doughnuts 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 90 days' notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the CompanyCorporation and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to ro each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the CompanyCorporation), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 corporation organized and doing business incorporated under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do carry on the business as of a banking institution in the States of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000company. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this his Section 214.4, 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 Plan Agreement (Surge Components 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 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the CompanyCompany and to each transfer agent of Common Stock by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person (or an affiliate of such a Person) organized and doing business under the laws of the United States or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Stockholder Protection Rights Agreement (Lanier Worldwide 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' 90 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 State of Georgia or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an affiliate of a corporation described in the immediately preceding clause (a). 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 (Atria Communities 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 60 days' notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the CompanyCorporation and to the transfer agent of common shares by registered or certified mail, and to the Holders in accordance with section 5.10 at the Corporation's expense. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each the transfer agent of the Common Shares and Preferred Shares common shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailHolders in accordance with section 5.10. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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 Holder of a Right Certificate any Rights (who which Holder shall, with such notice, submit such holderXxxxxx's Right Rights Certificate for inspection by the CompanyCorporation), then the Company shall become the outgoing Rights Agent and the registered holder or Holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation's expense. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Alberta. 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, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses, owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, under this Agreement and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares and Preferred Sharescommon shares, and mail or cause to be mailed a notice thereof in writing to the registered holders Holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 21section 4.4, 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 Rights Plan Agreement
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 90 days' notice (or such lesser notice as is acceptable to TransAlta) in writing mailed to TransAlta and to each transfer agent of Common Shares by registered or certified mail, and to the Companyholders of the Rights in accordance with Section 5.9. The Company TransAlta may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall TransAlta will appoint a successor to the Rights Agent. If the Company shall fail TransAlta 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 Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Certificate Rights Certificate, if any, for inspection by the CompanyTransAlta), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights or the predecessor Rights 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 TransAlta or by such a court, shall be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Alberta. 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall TransAlta will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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 any successor Rights Agent, as the case may be.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
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' 60 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and to each transfer agent of Common Shares by registered mail, and to the holders of Rights in accordance with Section 5.10 at the expense of the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' 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 and Preferred Shares by registered or certified mail, regular mail and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.10. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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, then by prior written notice to the Company the resigning Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Certificate ’s Rights Certificate, if any, for inspection by the Company), then may apply, at the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply Company’s expense, to any court of competent jurisdiction for the appointment of a new Rights Agentrights agent. Any successor Rights Agentrights agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000British Columbia. After appointment, the successor Rights Agent rights agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent rights agent without further act or deed; but the predecessor Rights Agent shall shall, upon payment in full of any outstanding amounts owing by the Company to the Rights Agent under this Agreement, deliver and transfer to the successor Rights Agent 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.10. Failure to give any notice provided for in this Section 214.4, 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 any successor Rights Agentrights agent, as the case may be.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Canalaska Uranium LTD)
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' 90 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the Rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 State of Georgia Delaware or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000100,000,000 or (b) an Affiliate of a corporation described in the immediately preceding clause (a). 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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: Stockholder Protection Rights Agreement (National Data 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' 60 days notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the CompanyCorporation and to each transfer agent of Common Shares by registered or certified mail and to the holders of Rights in accordance with Section 5.9. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days' 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 and Preferred Shares by registered or certified mail, mail and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, the Company shall –35– Corporation will appoint a successor to the Rights Agent. If the Company shall fail Corporation 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, then by prior written notice to the Corporation the resigning Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Certificate ’s Rights Certificate, if any, for inspection by the CompanyCorporation), then may apply, at the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply Corporation’s expense, 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 corporation organized and doing business incorporated under the laws of the United States Canada or of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is a province thereof authorized to do carry on the business as of a banking institution trust company in the States Province of Georgia or Ohio), in good standing, that is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000Ontario. 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 shall, upon payment in full of any outstanding amounts owing by the Corporation to the Rights Agent under this Agreement, 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. Not later than the effective date of any such appointment, the Company shall Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights in accordance with Section 5.9. Failure to give any notice provided for in this Section 214.4, 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 any successor Rights Agent, as the case may be.
Appears in 1 contract
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' 90 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares Stock by registered or certified mail, and to the holders of the Right Certificates Rights in accordance with Section 5.9. The Company may remove the rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by first-class registered or certified mail, and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting as suchacting, 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 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit such holder's Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate Rights 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 Georgia or Ohio (or of any other state State of the United States so long as such corporation is authorized to do business as a banking institution in the States of Georgia or Ohio)States, in good standing, that which is authorized under such laws to exercise corporate trust or stock transfer the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and that which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,00050,000,000 or (b) an affiliate of a corporation described in the immediately preceding clause (a). 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 of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunderpurpose. 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 Common Shares and Preferred SharesStock, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 214.4, 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 Rights Agreement (California Independent Bancorp)
