RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that may any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of record of the number of Rights set forth above, each one of which entitles entitled the owner holder of record thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement (the “Shareholder Rights Agreement”) dated for reference April 22, as amended and restated effective April 6, 2001 2013 between Xxxxx Silver & Gold Mines Ltd. (the "“Company”) and Computershare Investor Services Inc. as Rights Agent under the Shareholder Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Separation Time and prior to 5:00 P.M. the Expiration Time (New Yorkas such terms are defined in the Shareholder Rights Agreement), New York timeone common share of the company (a “Common Share”) on November 21, 2008 (subject to adjustment as provided in the Shareholder Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction")Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a completed and executed Form of Election to Purchase Exercise at the principal office of the Rights Agent in Vancouver, Canada. The Exercise Price shall initially be CDN $30.00 per Common Share and related Certificate duly executed. Except shall be subject to adjustment in certain events as provided in Sections 11(q) and 13(d) of the Shareholder Rights Agreement. In certain circumstances described in the Shareholder Rights Agreement, the Purchase Price shall be paid in cash or, if Rights evidenced hereby may entitle the holder of record thereof to purchase shares of an entity other than the Company permitsor to purchase or receive in exchange for such Rights Assets, by the delivery of Common Stock, $.50 par value, securities or shares of the Company (other than Common Shares or more or less than one Common Share, or some combination of the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth aboveforegoing, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price all as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Shareholder Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension . A copy of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Shareholder Rights Agreement are is on file at the above-mentioned principal executive office of the Rights Agent Company and are also is available upon written request to the Companyrequest. This Rights Certificatecertificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchaseso surrendered. If this Rights Certificate shall be exercised in part, the holder or record shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.0001 per Right Right, subject to adjustment in certain events, under certain circumstances at any time prior the option of the Company. Subject to the earlier provisions of the close of business on (i) Shareholder Rights Agreement, the tenth day following the Stock Acquisition Date (as such time period Rights evidenced by this Certificate may be extended pursuant to terminated or amended by the Rights Agreement), and (ii) Company at its option without the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightconsent of holders of Rights. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other nor will Rights Certificates be issued for less than fractions which are integral multiples of a Preferred Share Fractionone whole Right. After the Separation Time, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof of issuing fractional Rights a cash payment will be made, made as provided in the Shareholder Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereofmeeting, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders of the Company (except as provided in the Shareholder Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it is shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as Company, this ___ day of ______________, ________, 19__ ATTEST SPS TECHNOLOGIES, . XXXXX SILVER & GOLD MINES LTD. Per: Name: Title: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. _________________________ By:_______________________________ Per: Name: Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder of record if such holder desires to transfer the Rights represented by this Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ unto (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorneyas attorney, to transfer the within Rights Certificate on the books of the within-named Company, Company with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures must be guaranteed by a member firm of an eligible guarantor institution in an approved signature guarantee medallion program. (To be completed if true) The undersigned hereby represents, warrants and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement). Signature
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Avino Silver & Gold Mines LTD)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan Agreement originally dated April 17, 2012, as amended and restated effective April 6June 9, 2001 2016, as amended and extended May 16, 2019, as amended and restated from time to time (the "“Rights Agreement"”) between Great Panther Mining Limited (formerly Great Panther Silver Limited), between SPS Technologiesa company continued under the laws of British Columbia, (the “Corporation”), and Computershare Investor Services Inc., a Pennsylvania corporation incorporated under the laws of Canada, as rights agent (the "Company"“Rights Agent”), and Mellon Investor Services LLC, a New Jersey limited liability company (which term shall include any successor Rights Agent under the "Rights Agent"), Agreement) to purchase from the Company Corporation at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event Separation Time (as such term is defined in the Rights Agreement), if ) and prior to the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person Expiration Time (as such terms are term is defined in the Rights Agreement)) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid and non- assessable Common Share of the Corporation (a “Common Share”) at the Exercise price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at it principal offices in the City of Vancouver. The Exercise Price shall initially be $50 (iiCanadian) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(iicombination thereof) Event. As all as provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.00001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Company and its corporate sealCorporation. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, DATED: GREAT PANTHER MINING LIMITED By: Authorized Signing Officer By: Authorized Signing Officer Countersigned By: COMPUTERSHARE INVESTOR SERVICES INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT Signing Officer (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: GREAT PANTHER MINING LIMITED The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Common Shares be issued to: (Name) (Address) (City and Province) If such number of Rights shall not be all the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ evidenced by this Rights Certificate, together a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City and Province) Social Insurance, social security or other taxpayer number DATED Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian chartered bank or an eligible guarantor institution with membership in an approved signature medallion guarantee program. To be completed if true The undersigned hereby represents, for the benefit of all rightholders of Rights and Common Shares, title and interest thereinthat the Rights evidenced by this Rights Certificate are not, and does hereby irrevocably constitute and appoint ____________________ Attorneyand, to transfer the within Rights Certificate on the books knowledge of the within-named Companyundersigned, have never been, Beneficially Owned by an Acquiring Person, any Affiliate or Associate of such Acquiring Person or any Person acting jointly or in concert with full power the Acquiring Person, or with any Affiliate or Associate of substitutionthe Acquiring Person, or any Affiliate or Associate of such Persons so acting jointly or in concert (each as defined in the Rights Agreement). Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________Signature
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
RIGHTS CERTIFICATE. HOVNANIAN ENTERPRISES, INC. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "“Rights Agreement"”), by and between SPS TechnologiesHovnanian Enterprises, Inc., a Pennsylvania Delaware corporation (the "“Company"”), and Mellon Investor Services LLC, a New Jersey limited liability company National City Bank (the "“Rights Agent"”), dated as of August 14, 2008, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (New York, New York time) on November 21, 2008 the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one oneten-hundredth thousandth of a fully paid, paid nonassessable share of Series A B Junior Participating Preferred ShareStock, par value $1.00 0.01 per share (the "“Preferred Shares") ”), of the Company, at a purchase price (the "Purchase Price") of $250.00 35.00 per one oneten-hundredth thousandth of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided If this Rights Certificate is exercised in Sections 11(q) and 13(d) of the Rights Agreementpart, the Purchase Price shall holder will be paid in cash or, if entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the Company permits, by the delivery number of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent valuewhole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of one ten-thousandths of a Preferred Share Fractions that which may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998the date of the Rights Agreement, based on the Preferred Shares as constituted at such date. Except as otherwise provided Terms used herein with initial capital letters and not defined herein are used herein with the meanings ascribed thereto in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and and/or the number and and/or kind of shares of Preferred Shares Stock (or other securities that securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such the Rights under the specific circumstances set forth specified in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and can be obtained from the Company without charge upon written request therefor. Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring Person, any Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agent Agreement, and subsequent transferees of any of such Persons, will be void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are also available upon written request or have become void pursuant to the Companyprovisions of the Rights Agreement, and any Rights Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of the Rights Agreement will be canceled. This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a like number of one ten-thousandths of a Preferred Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights with the Form of Assignment (if appropriate) and the related Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.01 per Right or may be exchanged in whole or in part. The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one ten-thousandth of a Preferred Share, which may, at any time prior to the earlier option of the close of business on (iCompany, be evidenced by depositary receipts) or other securities issuable, as the tenth day following the Stock Acquisition Date (as such time period case may be extended pursuant to the Rights Agreement)be, and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (hereby. In lieu of issuing such fractional Preferred Shares or other than fractions which are integral multiples of a Preferred Share FractionSecurities, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may make a cash payment will be madepayment, as provided in the Rights Agreement. No holder of this Rights Certificate shall Certificate, as such, will be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________August 14, 19__ ATTEST SPS TECHNOLOGIES, INC2008. _________________________ By:_______________________________ HOVNANIAN ENTERPRISES /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: General Counsel Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized NATIONAL CITY BANK /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President Signature _____________________________________________________________________________________________________________________________________________ [page to Rights Agreement Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, [ ] is the registered owner holder of the number of Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement made as of August 28, 2013 (the “Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), ”) between SPS Technologies, Altai Resources Inc., a Pennsylvania corporation company existing under the laws of the Province of Ontario (the "“Company"), ”) and Mellon Computershare Investor Services LLCInc., a New Jersey limited liability trust company formed under the laws of Canada, as Rights Agent (the "“Rights Agent"”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company Company, at any time after the Separation Time and prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Company (iia “Common Share”) a transferee at the Exercise Price referred to below, upon presentation and surrender of any such Acquiring Personthis Rights Certificate, Associate together with the Form of Election to Exercise appropriately completed and duly executed, to the Rights Agent at its principal office in Xxxxxxx, Xxxxxxx. The Exercise Price per Right shall be determined from time to time in accordance with the terms of the Rights Agreement (payable by certified cheque, banker’s draft or Affiliate, or (iii) under certain circumstances specified money order payable to the order of the Company). The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Company and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposein Xxxxxxx, Xxxxxxx, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may be adjusted so as to entitle the registered holder thereof to purchase or receive securities or Common Shares in the capital of the Company other than Common Shares or more or less than one Common Share (or a combination thereof), all as provided in the Rights Agreement. The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.00001 per Right at any time prior subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightadjustment in certain events. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or vote, receive dividends distributions or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate actionaction involving the Company, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends distributions or subscription rights, rights or otherwise, until the Right or such Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers authorized signatory of the Company. Date: [ ] ALTAI RESOURCES INC. Per: Name: Title: Per: Name: Title: Countersigned this ● day of ●, ●. COMPUTERSHARE INVESTOR SERVICES INC. By: Title: Authorized Signatory FORM OF ELECTION TO EXERCISE RIGHTS ISSUED BY ALTAI RESOURCES INC. To: Computershare Investor Services Inc. The undersigned hereby irrevocably elects to exercise whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: Name Address City and Province Social Insurance No. or other taxpayer identification numbers If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name Address City and Province Social Insurance No. or other taxpayer identification numbers Date: Signature (Signature must correspond to name as Signature Guaranteed written upon the face of this Rights Certificate in every particular without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a Schedule 1 Canadian Chartered Bank or a Financial Institution that is a member of a recognized STAMP, MSP or SEMP Program. (To be completed by the holder if true) The undersigned hereby represents, for the benefit of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side all holders of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer and Common Shares, that the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ AttorneyCertificate are not and, to transfer the within Rights Certificate on the books knowledge of the within-named Companyundersigned, have never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person, any Person acting jointly or in concert with full power of substitutionan Acquiring Person (as such terms are defined in the Rights Agreement). DatedDate: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________Signature
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
RIGHTS CERTIFICATE. TRI-S SECURITY CORPORATION This certifies that _________________________[ ], or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 Agreement (the "“Rights Agreement"”), by and between SPS Technologies, Inc.Tri-S Security Corporation, a Pennsylvania Georgia corporation (the "“Company"”), and Mellon Investor Services LLC, a New Jersey limited liability company Registrar and Transfer Company (the "“Rights Agent"”), dated as of August 7, 2009, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (New York, New York time) on November 21, 2008 the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully fully-paid, nonassessable share of Series A Junior Participating E Preferred ShareStock, par value $1.00 per share (the "“Preferred Shares") ”), of the Company, at a purchase price (the "Purchase Price") of $250.00 0.56 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided If this Rights Certificate is exercised in Sections 11(q) and 13(d) of the Rights Agreementpart, the Purchase Price shall holder will be paid in cash or, if entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the Company permits, by the delivery number of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent valuewhole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of one one-hundredths of a Preferred Share Fractions that which may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998the date of the Rights Agreement, based on the Preferred Shares as constituted at such date. Except as otherwise provided Terms used herein with initial capital letters and not defined herein are used herein with the meanings ascribed thereto in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and or the number and or kind of shares of Preferred Shares Stock (or other securities that securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and can be obtained from the Company without charge upon written request therefor. Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring Person, any Rights that are Beneficially Owned by: (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agent Agreement, and subsequent transferees of any of such Persons, will be void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are also available upon written request or have become void pursuant to the Companyprovisions of the Rights Agreement, and any Rights Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of the Rights Agreement will be canceled. This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a like number of one one-hundredth of a Preferred Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights with the Form of Assignment (if appropriate) and the related Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period or may be extended pursuant to exchanged in whole or in part as provided in the Rights Agreement). The Rights Agreement may be supplemented and amended by the Company, and (ii) the Stated Expiration Dateas provided therein. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional The Company is not required to issue fractions of Preferred Shares will (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the option of the Company, be issued evidenced by depositary receipts) or other securities issuable, as the case may be, upon the exercise of any Right or Rights evidenced hereby (hereby. In lieu of issuing such fractional Preferred Shares or other than fractions which are integral multiples of a Preferred Share Fractionsecurities, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may make a cash payment will be madepayment, as provided in the Rights Agreement. No holder of this Rights Certificate shall Certificate, as such, will be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ TRI-S SECURITY CORPORATION By:_______________________________ : Name: Title: Countersigned MELLON INVESTOR SERVICES LLC Countersigned: REGISTRAR AND TRANSFER COMPANY By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [: Name: Title: Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
RIGHTS CERTIFICATE. THE XXXXXX GROUP, INC. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "“Rights Agreement"”), by and between SPS TechnologiesThe Xxxxxx Group, Inc., a Pennsylvania Maryland corporation (the "“Company"”), and Mellon Investor Services LLCAmerican Stock Transfer & Trust Company, a New Jersey limited liability company LLC (the "“Rights Agent"”), dated as of December 18, 2008, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (New York, New York time) on November 21, 2008 the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one oneten-hundredth thousandth of a fully paid, paid nonassessable share of Series A Junior Participating Preferred ShareStock, par value $1.00 per share (the "“Preferred Shares") ”), of the Company, at a purchase price (the "Purchase Price") of $250.00 90 per one oneten-hundredth thousandth of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided If this Rights Certificate is exercised in Sections 11(q) and 13(d) of the Rights Agreementpart, the Purchase Price shall holder will be paid in cash or, if entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the Company permits, by the delivery number of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent valuewhole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of one ten-thousandths of a Preferred Share Fractions that which may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998the date of the Rights Agreement, based on the Preferred Shares as constituted at such date. Except as otherwise provided Terms used herein with initial capital letters and not defined herein are used herein with the meanings ascribed thereto in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and and/or the number and and/or kind of shares of Preferred Shares Stock (or other securities that securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such the Rights under the specific circumstances set forth specified in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and can be obtained from the Company without charge upon written request therefor. Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring Person, any Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agent Agreement, and subsequent transferees of any of such Persons, will be void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are also available upon written request or have become void pursuant to the Companyprovisions of the Rights Agreement, and any Rights Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of the Rights Agreement will be canceled. This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a like number of one ten-thousandths of a Preferred Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights with the Form of Assignment (if appropriate) and the related Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.001 per Right or may be exchanged in whole or in part. The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one ten-thousandth of a Preferred Share, which may, at any time prior to the earlier option of the close of business on (iCompany, be evidenced by depositary receipts) or other securities issuable, as the tenth day following the Stock Acquisition Date (as such time period case may be extended pursuant to the Rights Agreement)be, and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (hereby. In lieu of issuing such fractional Preferred Shares or other than fractions which are integral multiples of a Preferred Share FractionSecurities, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may make a cash payment will be madepayment, as provided in the Rights Agreement. No holder of this Rights Certificate shall Certificate, as such, will be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES. THE XXXXXX GROUP, INC. _________________________ By:_______________________________ Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Secretary Countersigned MELLON INVESTOR SERVICES AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By:______________________ Authorized Name: Title: Signature _____________________________________________________________________________________________________________________________________________ [page to Rights Certificate Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ RECEIVED, hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ unto (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDated : _____________________, 19__ ___________________________________ Signature Signature Signature(s) Guaranteed: ________________________________________________________________________________________________________________________________________________SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature
Appears in 1 contract
Samples: Rights Agreement (Ryland Group Inc)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights AgreementPlan Agreement dated as of May 20, 2004 amending and restating the Rights Agreement dated as of April 24, 1996, as amended on June 30, 1999, and as further amended, supplemented or restated effective April 6, 2001 from time to time (the "“Rights Agreement"), ”) between SPS Technologies, Inc.Golden Star Resources Ltd., a Pennsylvania corporation incorporated under the laws of Canada (the "“Corporation”) and CIBC Mellon Trust Company"), and Mellon Investor Services LLC, a New Jersey limited liability trust company incorporated under the laws of Canada, as Rights Agent (the "“Rights Agent"”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company Corporation at any time after the Separation Time and prior to 5:00 P.M. the Expiration Time (New Yorkas such terms are defined in the Rights Agreement), New York timeone fully paid common share of the Corporation (a “Common Share”) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction")Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase Exercise duly executed and related Certificate duly executed. Except as provided submitted to the Rights Agent at its principal office in Sections 11(q) and 13(d) Vancouver, British Columbia or, with the approval of the Rights AgreementAgent, at any other office of the Purchase Price shall be paid Rights Agent in cash or, if the Company permits, cities designated from time to time by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent valueCorporation. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price Until adjustment thereof in certain events as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of Preferred Shares or other securities that may shall be purchased upon the exercise of $<*> (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced by this hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsAgreement. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 Cdn.$0.00001 per Right at any time prior Right, subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightadjustment in certain events. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Golden Star Resources LTD)
RIGHTS CERTIFICATE. This certifies that _________________________, _ or registered assigns, is the registered owner holder of the number of Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan Agreement dated as of May 30, 2011, as amended and restated effective April 6, 2001 from time to time (the "“Rights Agreement"”), between SPS Technologies, Virginia Mines Inc., a Pennsylvania corporation existing under the laws of Canada (the "Company"“Corporation”), and CIBC Mellon Investor Services LLCTrust Company, a New Jersey limited liability company corporation existing under the laws of Canada, as rights agent (the "“Rights Agent")”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Company Corporation at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event Separation Time (as such term is defined in the Rights Agreement), if ) and prior to the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person Expiration Time (as such terms are term is defined in the Rights Agreement)) (or such earlier expiration time as is provided in the Rights Agreement) one (1) fully paid and non-assessable Common Share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal offices in the City of Toronto. The Exercise Price shall initially be $100 (iiCanadian) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(iicombination thereof) Event. As all as provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Rights Agent Corporation and are also available upon written request to the Companyrequest. SHAREHOLDER RIGHTS PLAN This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.00001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ________________________________________________________________________________________________________________________This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation. Dated ______________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, VIRGINIA MINES INC. ____By: _____________________ Authorized Signing Officer CIBC MELLON TRUST COMPANY By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _______________________________________________________________________________________________________________________Signatory By: ______________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT Authorized Signatory SHAREHOLDER RIGHTS PLAN (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED ___________________________________FORM OF ELECTION TO EXERCISE TO: VIRGINIA MINES INC. The undersigned hereby irrevocably elects to exercise ___________ hereby sells, assigns whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and transfers unto_________________________ _________________________________________________________________ requests that certificates for such Shares be issued to: (Please print name and address NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of transferee) _________________________________________________________________ Rights shall not be all the Rights evidenced by this Rights Certificate, together a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a Schedule 1 Canadian chartered bank or an eligible guarantor institution with membership in an approved signature guarantee medallion program. SHAREHOLDER RIGHTS PLAN To be completed if true The undersigned hereby represents, for the benefit of all rightholders of Rights and Common Shares, title and interest thereinthat the Rights evidenced by this Rights Certificate are not, and does hereby irrevocably constitute and appoint ____________________ Attorneyand, to transfer the within Rights Certificate on the books knowledge of the within-named Companyundersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert with full power any of substitutionthe foregoing. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________SHAREHOLDER RIGHTS PLAN
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Virginia Mines Inc.)
RIGHTS CERTIFICATE. This certifies that __________________________ , or registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles entities the owner registered holder thereof, subject to the terms, provisions and conditions of a Shareholder Rights Plan Agreement made as of February 3, 2009 (the “Rights Agreement”) between ENERGY FUELS INC., as amended and restated effective April 6, 2001 a corporation existing under the laws of the Province of Ontario (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"“Corporation”), and Mellon Investor Services LLCCIBC MELLON TRUST COMPANY, a New Jersey limited liability company (the "as Rights Agent"), to purchase from the Company Corporation at any time after the Separation Time and prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person Expiration Time (as such terms are defined in the Rights Agreement), one (ii1) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified fully paid common share in the Rights Agreement, capital of the Corporation (a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect “Common Share”) (subject to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise at the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise principal office of the Rights evidenced Agent at its principal office in Toronto, Ontario or with approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by this Rights Certificate are the Corporation. The Exercise Price shall initially be $10.00 per Right and shall be subject to modification and adjustment upon in certain events as provided in the happening of certain events, including Triggering EventsRights Agreement. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal any office or offices of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchaseso surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option Corporation at a redemption price of $.01 0.00001 per Right at any time prior Right, subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightadjustment in certain events. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one (other than fractions which are integral multiples of a Preferred Share Fraction1) whole Right. In lieu thereof, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ ByDate:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Energy Fuels Inc)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Preferred Shares Rights Agreement, dated as amended and restated effective April 6of August 8, 2001 2006 (the "“Rights Agreement"”), between SPS TechnologiesThreshold Pharmaceuticals, Inc., a Pennsylvania Delaware corporation (the "“Company"”), and the Mellon Investor Services LLC, a New Jersey limited liability company LLC (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New YorkP.M., New York time) , on November 21August 8, 2008 2016, at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-hundredth thousandth (1/1,000) of a fully paid, nonassessable paid non-assessable share of Series A Junior Participating Preferred Share, par value $1.00 per share Stock (the "“Preferred Shares") ”), of the Company, at a purchase price (the "Purchase Price") of $250.00 25.00 per one one-hundredth thousandth of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of one-thousandths of a Preferred Share Fractions that which may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. * The portion of the legend in bracket shall be inserted only if applicable and shall replace the preceding sentence. This Rights Certificate is subject to all of the terms, including Triggering Eventsprovisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate amount of securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. No fractional portion less than integral multiples of one one-thousandth of a Preferred Share will be issued upon the exercise of any Right or Rights evidenced hereby but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , . ATTEST: Threshold Pharmaceuticals, Inc. By: Secretary Chief Executive Officer Countersigned: Mellon Investor Services LLC as Rights Agent By: Authorized Signatory Date of countersignature: _________________________________ FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) ______________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that may any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any other member of a medallion signature guarantee program approved by the Securities Transfer Association.
Appears in 1 contract
Samples: Preferred Shares Rights Agreement (Threshold Pharmaceuticals Inc)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of record of the number of Rights set forth above, each one of which entitles the owner holder of record thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, as amended and restated effective April 6, 2001 Plan Agreement (the "Shareholder Rights Agreement"), dated as of November 11, 2013 between SPS TechnologiesMFC Industrial Ltd. (the "Corporation"), a corporation existing under the Business Corporations Act (British Columbia), and Computershare Inc., a Pennsylvania corporation (incorporated under the "Company")laws of Delaware, and Mellon Investor Services LLC, a New Jersey limited liability company (as Rights Agent under the "Shareholder Rights Agent")Agreement, to purchase from the Company Corporation at any time after the Separation Time and prior to 5:00 P.M. the Expiration Time (New Yorkas such terms are defined in the Shareholder Rights Agreement), New York timeone common share of the Corporation (a "Common Share") on November 21(subject to adjustment as provided in the Shareholder Rights Agreement) at the Exercise Price referred to below, 2008 upon presentation and surrender of this Rights Certificate with a completed and executed Form of Election to Exercise at the office of the Rights Agent designated for such purpose. Until adjustment thereof in certain events as provided in the Shareholder Rights Agreement, the Exercise Price shall be an amount equal to three times the Market Price (as such term is defined in the Shareholder Rights Agreement) per Common Share determined as at the Separation Time and shall be subject to adjustment in certain events as provided in the Shareholder Rights Agreement. In certain circumstances described in the Shareholder Rights Agreement, the Rights evidenced hereby may entitle the holder of record thereof to purchase shares of an entity other than the Corporation or to purchase or receive in exchange for such Rights, assets, securities or shares of the Corporation other than Common Shares or more or less than one Common Share, or some combination of the foregoing, all as provided in the Shareholder Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. A copy of the Shareholder Rights Agreement is on file at the principal executive office of the Corporation and is available upon written request and the System for Electronic Document Analysis and Retrieval (SEDAR). This Rights Certificate, with or without other Rights Certificates, upon surrender at the offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this may be exchanged for another Rights Certificate with or Rights Certificates of like tenor and date evidencing the Form aggregate number of Election Rights equal to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate (and shall be exercised in part, the holder of record shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of Preferred Share Fractions that whole Rights not exercised. Subject to the provision of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be purchased redeemed by the Corporation at a redemption price of $0.0001 per Right, subject to adjustment in certain events, under certain circumstances at the option of the Corporation. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be terminated or amended by the Corporation at its option without the consent of holders of Rights. No fractional Common Shares will be issued upon the exercise thereof) set forth aboveof any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. After the Separation Time, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price in lieu of issuing factional Rights a cash payment will be made as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Shareholder Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the occurrence holder hereof, as such, any of the rights of a shareholder of the Corporation or any Section 11(a)(ii) Event right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting, to give or withhold consent to any corporate action, to receive notice of meetings or other actions affecting shareholders of the Corporation (except as such term is defined provided in the Shareholder Rights Agreement), if to receive dividends or subscription rights or otherwise, until the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As been exercised as provided in the Shareholder Rights Agreement, . This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Purchase Price Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation. MFC INDUSTRIAL LTD. By: _____________________(signature) Authorized Signatory Countersigned by and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise on behalf of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain eventsAgent, including Triggering EventsCOMPUTERSHARE INC. By: ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (isignature) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that may any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ Signatory [Form of Reverse Side of Rights Certificate] MFC INDUSTRIAL LTD. – FORM OF ASSIGNMENT (To be executed by the registered holder of record if such holder desires to transfer the Rights CertificateRights.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: unto ________________________________________________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________ as attorney, to transfer the within Rights Certificate on the books of the Corporation with full power of substitution. Dated: __________________________[month, day, year] Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) The signature of the person executing this power must be guaranteed by a participant of a recognized Medallion Guarantee Program, for example, a bank, credit union, brokerage house or by a member of a recognized stock exchange, at a guarantee level acceptable to the Rights Agent. CERTIFICATION (To be completed if true) The undersigned hereby represents, warrants and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement). Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (MFC Industrial Ltd.)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated April 27, 2020, (the “Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"”), between SPS Technologies, Chorus Aviation Inc., a Pennsylvania corporation existing under the laws of Canada (the "Company"“Corporation”), and Mellon Investor Services LLCAST Trust Company (Canada), a New Jersey limited liability trust company existing under the laws of Canada, as rights agent (the "“Rights Agent")”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Company Corporation at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event Separation Time (as such term is defined in the Rights Agreement), if ) and prior to the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person Expiration Time (as such terms are term is defined in the Rights Agreement) (or such earlier expiration time as is provided in the Rights Agreement), at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal offices in any of the City of Toronto, one fully paid and non-assessable Class B voting share (iia “Voting Share”) if, at the time of purchase, the holder of the Right delivers to the Corporation a transferee duly completed and executed Declaration as to Canadian Status (in the form approved by the Corporate Secretary of any the Corporation from time to time) certifying that such Acquiring Personholder is a Qualified Canadian (as such term is defined in the Rights Agreement) and that the Voting Share purchased thereby will be beneficially owned and controlled by a Qualified Canadian; or one fully paid and non- assessable Class A variable voting share (a “Variable Voting Share”) if, Associate at the time of purchase, the holder of the Right delivers to the Corporation a duly completed and executed Declaration as to Canadian Status (in the form approved by the Corporate Secretary of the Corporation from time to time) certifying that such holder is not a Qualified Canadian or Affiliatethat the Variable Voting Share purchased thereby will be beneficially owned or controlled by a Person that is not a Qualified Canadian; provided that, or shall the holder of the Right fail to provide a duly completed and executed Declaration as to Canadian Status, and unless the Right Agent determines such holder to be a Qualified Canadian, such holder will be deemed not to be a Qualified Canadian and will be entitled to purchase Variable Voting Shares. The Exercise Price shall initially be $25 (iiiCanadian) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(iicombination thereof) Event. As all as provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.00001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Signature page follows] WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCorporation. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, CHORUS AVIATION INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC Authorized Signing Officer By:______________________ : Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT Signing Officer AST TRUST COMPANY (CANADA) By: Authorized Signing Officer By: Authorized Signing Officer (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________)
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Preferred Shares Rights Agreement, dated as amended and restated effective April 6of January 31, 2001 2006 (the "“Rights Agreement"”), between SPS Technologies, Inc.Oracle Corporation, a Pennsylvania Delaware corporation (the "“Company"”), and Mellon Investor Services LLCComputershare Trust Company, a New Jersey limited liability company N.A. (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New YorkP.M., New York Massachusetts time) , on November 21March 31, 2008 2008, at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-hundredth six thousand seven hundred fiftieth of a fully paid, nonassessable paid non-assessable share of Series A Junior Participating Preferred Share, par value $1.00 per share Stock (the "“Preferred Shares"”) of the Company, Company at a purchase price (the "Purchase Price") of $250.00 125.00 per one one-hundredth six thousand seven hundred fiftieth of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of one-six thousand seven hundred fiftieths of a Preferred Share Fractions that which may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21January 31, 19982006, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ * The portion of the legend in bracket shall be inserted only if applicable and shall replace the preceding sentence. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.000148 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of Preferred Share Fractions securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to At the provisions election of the Rights AgreementCompany, the Rights evidenced by this Certificate may be redeemed by the Company at its option at no fractional portion less than integral multiples of one-six thousand seven hundred fiftieth of a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Preferred Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES2006. ATTEST: ORACLE CORPORATION By: Secretary Countersigned: COMPUTERSHARE TRUST COMPANY, INC. _________________________ N.A. as Rights Agent By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] Signatory FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ unto (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any other member of a medallion signature guarantee program approved by the Securities Transfer Association.
Appears in 1 contract
RIGHTS CERTIFICATE. COSTAMARE INC. This certificate certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as amended and restated effective April 6of [INSERT MONTH, 2001 DATE, YEAR ON WHICH AGREEMENT ENTERED] (the "“Rights Agreement"”), between SPS Technologies, Costamare Inc., a Pennsylvania Xxxxxxxx Island corporation (the "“Company"”), and Mellon Investor Services LLCAmerican Stock Transfer & Trust Company, a New Jersey limited liability company LLC (the "“Rights Agent"”), unless the Rights evidenced hereby have been previously redeemed by the Company, to purchase from the Company at any time prior to after the Distribution Date (as such term is defined in the Rights Agreement) and before 5:00 P.M. (New Yorkp.m., New York time (such time) , the “Close of Business”), on November 21, 2008 the Expiration Date at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-hundredth thousandth of a fully paid, nonassessable share of Series A Junior Participating Preferred ShareStock, U.S.$0.0001 par value $1.00 per share (the "“Preferred Shares") ”), of the Company, at a purchase price (the "Purchase Price") of $250.00 U.S.$25.00 per one one-hundredth thousandth of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form form of Election election to Purchase and related Certificate purchase on the reverse side thereof duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a Preferred Share Fractions that may be purchased upon exercise thereofhereof) set forth above, and the Purchase Exercise Price per Preferred Share Fraction set forth above, are the number and Purchase Exercise Price as of November 21, 1998the Close of Business on the date specified by the Board of Directors of the Company (the “Board”) as the Record Date (the “Record Date”), based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of one one- thousandths of a Preferred Shares or other securities Share that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights CertificatesRights, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at its option at a redemption price (in cash or shares of $.01 the Company’s common stock or other securities of the Company deemed by the Board to be at least equivalent in value) of U.S.$0.01 per Right at any time prior (subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (adjustment, as such time period may be extended pursuant to provided in the Rights Agreement), and ) or (iib) may be exchanged in whole or in part for shares of the Stated Expiration DateCompany’s common stock or other consideration as determined by the Company. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional The Company shall not be required to issue fractions of Preferred Shares will be issued (other than fractions that are integral multiples of one one-thousandth of a Preferred Share) or distribute certificates that evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share) upon the exercise of any Right or Rights evidenced hereby (other than fractions which hereby. In lieu of issuing fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share FractionShare, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may elect to make a cash payment will be made, as provided in the Rights AgreementAgreement for such fractional shares. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose to be the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription subscriptions rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________[ ], 19__ ATTEST SPS TECHNOLOGIES2010. COSTAMARE INC., INC. _________________________ By:_______________________________ : Name: Title: Countersigned MELLON INVESTOR SERVICES LLC COUNTERSIGNED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [: Name: Title: —Form of Reverse Side of Rights Certificate] — FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________)
Appears in 1 contract
Samples: Rights Agreement (Costamare Inc.)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights AgreementPlan Agreement dated as of May 6, 2010 amending and restating the Rights Agreement dated as of April 24, 1996, as amended on June 30, 1999, as amended and restated effective April 6by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20, 2001 2004, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 9, 2007, and as further amended, supplemented or restated from time to time (the "“Rights Agreement"), ”) between SPS Technologies, Inc.Golden Star Resources Ltd., a Pennsylvania corporation incorporated under the laws of Canada (the "“Corporation”) and CIBC Mellon Trust Company"), and Mellon Investor Services LLC, a New Jersey limited liability trust company incorporated under the laws of Canada, as Rights Agent (the "“Rights Agent"”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company Corporation at any time after the Separation Time and prior to 5:00 P.M. the Expiration Time (New Yorkas such terms are defined in the Rights Agreement), New York timeone fully paid common share of the Corporation (a “Common Share”) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction")Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase Exercise duly executed and related Certificate duly executed. Except as provided submitted to the Rights Agent at its principal office in Sections 11(q) and 13(d) Vancouver, British Columbia or, with the approval of the Rights AgreementAgent, at any other office of the Purchase Price shall be paid Rights Agent in cash or, if the Company permits, cities designated from time to time by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent valueCorporation. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price Until adjustment thereof in certain events as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of Preferred Shares or other securities that may shall be purchased upon the exercise of $<*> (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right evidenced by this hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsAgreement. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 Cdn.$0.00001 per Right at any time prior Right, subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightadjustment in certain events. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Golden Star Resources LTD)
RIGHTS CERTIFICATE. CELERITEK, INC. This certifies that ______________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights AgreementAgreement dated as of March 25, as amended and restated effective April 61999, 2001 (the "Rights AgreementRIGHTS AGREEMENT"), between SPS TechnologiesCELERITEK, Inc.INC., a Pennsylvania California corporation (the "CompanyCOMPANY"), and Mellon Investor Services LLCBankBoston, a New Jersey limited liability company (N.A. ( the "Rights AgentRIGHTS AGENT"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New YorkP.M., New York time) , on November 21April 8, 2008 2009, at the principal office of the Rights Agent, or at the office or offices of the Rights Agent designated for such purpose, or its successors successor as Rights Agent, one one-hundredth thousandth (1/1,000) of a fully paid, nonassessable paid non-assessable share of Series A Junior Participating Preferred ShareStock, no par value $1.00 per share value, (the "Preferred SharesPREFERRED SHARES") ), of the Company, at a purchase price an Exercise Price of forty-five dollars (the "Purchase Price"$45.00) of $250.00 per one one-hundredth thousandth of a Preferred Share (such fraction, a the "Preferred Share FractionEXERCISE PRICE"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of one-thousandths of a Preferred Share Fractions that which may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, above are the number and Purchase Exercise Price as of November 21March 25, 1998, 1999 based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of Preferred Shares or other securities that which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of Preferred Share Fractions securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional portion of less than one one-thousandth of a Preferred Shares Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 19_______. ATTEST: Celeritek, 19__ ATTEST SPS TECHNOLOGIES, INC. Inc. By: _________________________ , Secretary Its: Countersigned: BankBoston, N.A. as Rights Agent By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] Its: -48- 52 FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ unto (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.
Appears in 1 contract
Samples: Rights Agreement (Celeritek Inc/Ca)
RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ or its, his or her registered assigns, is the registered owner of the number of rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 6, 1998, as amended from time to time (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent"), to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This The Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Share Fractions Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company Corporation at its option at a redemption price of $.01 0.001 per Right at any time prior to the earlier of the close of business on (ia) the Close of Business (as such term is defined in the Rights Agreement) on the tenth day (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement), ) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Stated Expiration DateCorporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. After a Section 11(a)(ii) EventIn addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board may exchange one Common Share for each Rightof Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Share FractionStock, which may, as at the election of the CompanyCorporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be mademade in lieu thereof, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Shares Stock or of any other securities of the Company (including Common Shares) that Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or, action or to receive notice of meetings or other actions affecting shareholders stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: _________________________________________________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company hereby sells, assigns and its corporate seal. Dated as of transfers unto ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: _____________________, 19__ _________ ___________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
RIGHTS CERTIFICATE. XXXXXXXXX CREDIT COMPANY This certifies that _________________________[ ], or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "“Rights Agreement"”), by and between SPS Technologies, Inc.Xxxxxxxxx Credit Company, a Pennsylvania corporation Maryland real estate investment trust (the "“Company"”), and Mellon Investor Services LLCEquiniti Trust Company, a New Jersey limited liability company LLC (the "“Rights Agent"”), dated as of April 22, 2024, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (New York, New York time) on November 21, 2008 the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one oneten-hundredth thousandth of a fully paid, paid nonassessable share of Series A Junior Participating Preferred ShareShares of beneficial interest, par value $1.00 0.01 per share (the "“Preferred Shares") ”), of the Company, at a purchase price (the "Purchase Price") of $250.00 40.00 per one oneten-hundredth thousandth of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided If this Rights Certificate is exercised in Sections 11(q) and 13(d) of the Rights Agreementpart, the Purchase Price shall holder will be paid in cash or, if entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the Company permits, by the delivery number of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent valuewhole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of one ten-thousandths of a Preferred Share Fractions that which may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998the date of the Rights Agreement, based on the Preferred Shares as constituted at such date. Except as otherwise provided Terms used herein with initial capital letters and not defined herein are used herein with the meanings ascribed thereto in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and and/or the number and and/or kind of Preferred Shares (or other securities that securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such the Rights under the specific circumstances set forth specified in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and can be obtained from the Company without charge upon written request therefor. Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring Person, any Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer that the Board of Trustees of the Company has determined, in its sole and absolute discretion, is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agent Agreement, and subsequent transferees of any of such Persons, will be void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are also available upon written request or have become void pursuant to the Companyprovisions of the Rights Agreement, and any Rights Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of the Rights Agreement will be canceled. This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a like number of one ten-thousandths of a Preferred Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights with the Form of Assignment (if appropriate) and the related Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.01 per Right or may be exchanged in whole or in part. The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one ten-thousandth of a Preferred Share, which may, at any time prior to the earlier option of the close of business on (iCompany, be evidenced by depositary receipts) or other securities issuable, as the tenth day following the Stock Acquisition Date (as such time period case may be extended pursuant to the Rights Agreement)be, and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (hereby. In lieu of issuing such fractional Preferred Shares or other than fractions which are integral multiples of a Preferred Share FractionSecurities, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may make a cash payment will be madepayment, as provided in the Rights Agreement. No holder of this Rights Certificate shall Certificate, as such, will be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors trustees or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC20 . _________________________ By:_______________________________ XXXXXXXXX CREDIT COMPANY Name: Xxxxxxxx X. Xxxx Title: Chief Executive Officer ATTEST Name: Xxxxxx-Xxxx Xxxxxxx Title: Secretary Countersigned MELLON INVESTOR SERVICES EQUINITI TRUST COMPANY, LLC By:______________________ Authorized Name: Title: Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Page to Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
RIGHTS CERTIFICATE. OCTEL CORP. This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as amended and restated effective April 6of__________ ___, 2001 1998 (the "Rights Agreement"), between SPS Technologies, Inc.OCTEL CORP., a Pennsylvania Delaware corporation (the "Company"), and Mellon Investor Services LLC______________________, a New Jersey limited liability company _______________ (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. PM (New York, New York City time) on November 21___________ ____, 2008 2008, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth thousandth of a fully fully-paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share Stock (the "Preferred SharesStock") of the Company, at a purchase price of $_____ per one one-thousandth of a share (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase set 1 The portion of the legend in brackets shall be inserted only if applicable and related shall replace the preceding sentence. forth on the reverse hereof and the Certificate contained therein duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the The Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent valuecash. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction share set forth above, are the number of Rights, number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that may any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right1998, title and interest thereinbased on the Preferred Stock as constituted at such date, and does hereby irrevocably constitute and appoint ____________________ Attorney, are subject to transfer adjustment upon the within happening of certain events as provided in the Rights Certificate on Agreement. The Company reserves the books right to require prior to the occurrence of a Triggering Event (as such term is defined in the within-named Company, with full power Rights Agreement) that a number of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________Rights be exercised so that only whole shares of Preferred Stock will be issued.
Appears in 1 contract
Samples: Rights Agreement (Octel Corp)
RIGHTS CERTIFICATE. PHILXX XXXVICES CORPORATION This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as amended and restated effective April 6of March 31, 2001 2000 (as it may be amended, modified or supplemented from time to time, the "Rights Agreement"), between SPS Technologies, Inc.Philxx Xxxvices Corporation, a Pennsylvania Delaware corporation (the "Company"), and Mellon Investor Services LLCAmerican Securities Transfer & Trust, a New Jersey limited liability company Inc. (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21the Expiration Date (as defined in the Rights Agreement), 2008 which shall not be later than March 31, 2010 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one oneone hundred-hundredth thousandth of a fully paid, nonassessable share of the Company's Series A Junior Participating Preferred ShareStock, $.01 par value $1.00 per share (the "Preferred SharesStock") of the Company), at a purchase price of $____ (the "Purchase Price") of $250.00 per one oneone hundred-hundredth thousandth of a Preferred Share Stock (such fraction, a "Preferred Share Stock Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase set forth on the reverse hereof and related the Certificate contained therein duly executed. Except as otherwise provided in Sections Section 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid at the election of the holder in cash or, if or by certified bank check or money order payable to the Company permits, by the delivery of Common Stock, $.50 par value, order of the Company (the "Common Shares") having an equivalent valueCompany. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Stock Fractions that which may be purchased upon exercise thereof) set forth above, thereof and the Purchase Price per Preferred Share Fraction Stock Fraction, set forth above, are the number of Rights, number of one Preferred Stock Fractions and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that may any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.20__,(2) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee2) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer Insert the within Rights Certificate Distribution Date. based on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________Preferred Stock as constituted at such date.
Appears in 1 contract
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement (the "RIGHTS AGREEMENT") made as of December 19, 2002 between COGNICASE Inc., a corporation existing under the laws of Canada (the "CORPORATION") and National Bank Trust Inc., a trust company incorporated under the laws of Quebec, as Rights Agent (the "RIGHTS AGENT"), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a "COMMON SHARE") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate, together with the Form of Election to Exercise appropriately completed and duly executed, to the Rights Agent at its principal office in Montreal. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $20.00 per Right (payable by certified cheque, banker's draft or money order payable to the order of the Rights Agent). The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposein Montreal, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Company at its option Corporation at a redemption price of $.01 0.0001 per Right at any time prior subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightadjustment in certain events. No fractional Preferred Shares Common Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. _____________________________________________________________________________________________________This Rights Certificate shall not be valid for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation. Date: COGNICASE INC. Per: _________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile Authorized signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ TitlePer: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form Authorized signature Countersigned: NATIONAL BANK TRUST INC., in the City of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____Montreal Per: _________________________________________ Authorized signature FORM OF ELECTION TO EXERCISE The undersigned hereby sellsirrevocably elects to exercise _________________________ whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: --------------------------------- Name --------------------------------- Address --------------------------------- City and Province --------------------------------- Social Insurance No. or other taxpayer identification number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, assigns a new Rights Certificate for the balance of such Rights shall be registered in the name of and transfers untodelivered to: --------------------------------- Name --------------------------------- Address --------------------------------- City and Province --------------------------------- Social Insurance No. or other taxpayer identification number Date: ______________________________ _________________________________________________________________ (Please print name and address of transferee) _____________________________Signature ____________________________________ (Signature must correspond to name as Signature Guaranteed written upon the face of this Rights CertificateCertificate in every particular, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________without alteration or enlargement or any change whatsoever)
Appears in 1 contract
RIGHTS CERTIFICATE. This certifies that _________________________, _ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Third Amended and Restated Rights Agreement, dated as amended and restated effective of April 6, 2001 2022 (the "“Rights Agreement"”), between SPS TechnologiesAsure Software, Inc., a Pennsylvania Delaware corporation (f/k/a Forgent Networks, Inc.) (the "“Company"”), and Mellon Investor Services LLC, a New Jersey limited liability company American Stock Transfer & Trust Company LLC (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (P.M., New York, New York time) , on November 21the Expiration Date (as such term is defined in the Rights Agreement), 2008 at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-hundredth thousandth (1/1000) of a fully paid, nonassessable paid non-assessable share of Series A Junior Participating Preferred Share, par value $1.00 per share Stock (the "“Preferred Shares") ”), of the Company, at a purchase price (the "Purchase Price") of $250.00 1.7465 per one one-hundredth one- thousandth of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of one- thousandths of a Preferred Share Fractions that which may be purchased upon exercise thereofof this Agreement) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21October 28, 19982009, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof of this Agreement and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of Preferred Share Fractions securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights lights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof of this Agreement another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional portion less than integral multiples of one one-thousandth of a Preferred Shares Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereofof this Agreement, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereofof this Agreement, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
RIGHTS CERTIFICATE. Sirius XM Radio, Inc. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "“Rights Agreement"”), by and between SPS TechnologiesSirius XM Radio, Inc., a Pennsylvania Delaware corporation (the "“Company"”), and Mellon Investor Services LLCThe Bank of New York Mellon, a New Jersey limited liability company York banking corporation (the "“Rights Agent"”), dated as of April 29, 2009, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (New York, New York time) on November 21, 2008 the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth millionth of a fully paid, paid nonassessable share of Series A C Junior Participating Preferred ShareStock, par value $1.00 0.001 per share (the "“Preferred Shares") ”), of the Company, at a purchase price (the "Purchase Price") of $250.00 2.00 per one one-hundredth millionth of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided If this Rights Certificate is exercised in Sections 11(q) and 13(d) of the Rights Agreementpart, the Purchase Price shall holder will be paid in cash or, if entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the Company permits, by the delivery number of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent valuewhole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of one one-millionths of a Preferred Share Fractions that which may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998the date of the Rights Agreement, based on the Preferred Shares as constituted at such date. Except as otherwise provided Terms used herein with initial capital letters and not defined herein are used herein with the meanings ascribed thereto in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and and/or the number and and/or kind of shares of Preferred Shares Stock (or other securities that securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such the Rights under the specific circumstances set forth specified in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and can be obtained from the Company without charge upon written request therefor. Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring Person, any Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agent Agreement, and subsequent transferees of any of such Persons, will be null and void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are also available upon written request or have become null and void pursuant to the Companyprovisions of the Rights Agreement, and any Rights Certificate delivered to the Rights Agent that represents Rights that are or have become null and void pursuant to the provisions of the Rights Agreement will be canceled. This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a like number of one-millionths of a Preferred Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights with the Form of Assignment (if appropriate) and the related Certificate or Rights Certificates of like tenor properly completed and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.00001 per Right or may be exchanged in whole or in part. The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-millionth of a Preferred Share, which may, at any time prior to the earlier option of the close of business on (iCompany, be evidenced by depositary receipts) or other securities issuable, as the tenth day following the Stock Acquisition Date (as such time period case may be extended pursuant to the Rights Agreement)be, and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (hereby. In lieu of issuing such fractional Preferred Shares or other than fractions which are integral multiples of a Preferred Share FractionSecurities, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may make a cash payment will be madepayment, as provided in the Rights Agreement. No holder of this Rights Certificate shall Certificate, as such, will be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, . SIRIUS XM RADIO INC. _________________________ By:_______________________________ : Name: Title: Countersigned MELLON INVESTOR SERVICES LLC Countersigned: THE BANK OF NEW YORK MELLON, as Rights Agent By:______________________ Authorized : Name: Title: Signature _____________________________________________________________________________________________________________________________________________ [page for Rights Certificate Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ RECEIVED, hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ unto (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDated : _____________________, 19__ ___________________________________ Signature Signature Signature(s) Guaranteed: ________________________________________________________________________________________________________________________________________________SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature
Appears in 1 contract
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. _____________________________________________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of a Rights Agreement made as of April 11, 2014 (the “Rights Agreement”) between SANDSTORM GOLD LTD., a corporation existing under the laws of the Province of British Columbia (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in Vancouver, British Columbia. The Exercise Price shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation. Date: ________________________________ SANDSTORM GOLD LTD. By: (signed) “Xxxx Xxxxxxx” Authorized Signatory Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: _____________________ Authorized Signatory Date: _____________________ -2- [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that may any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: _____________________Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, 19__ ___________________________________ without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion Signature Guaranteed: ________________________________________________________________________________________________________________________________________________Guarantee Program (STAMP). (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Sandstorm Gold LTD)
RIGHTS CERTIFICATE. QUOTIENT TECHNOLOGY INC. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, dated as of November 11, 2021 (as amended and restated effective April 6from time to time in accordance with its terms, 2001 (the "Rights Agreement"“Tax Benefits Preservation Plan”), by and between SPS Technologies, Quotient Technology Inc., a Pennsylvania Delaware corporation (the "“Company"”), and Mellon Investor Services American Stock Transfer & Trust Company, LLC, a New Jersey limited liability company the rights agent (and any successor rights agent, the "“Rights Agent"”), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York City time) on November 2111, 2008 2024 or the occurrence of any earlier Expiration Time (as such term is defined in the Tax Benefits Preservation Plan) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth thousandth of a fully paid, nonassessable non-assessable share of Series A Junior Participating Preferred ShareStock, par value $1.00 0.00001 per share (the "“Preferred Shares") Stock”), of the Company, at a purchase an exercise price (the "Purchase Price") of $250.00 28.00 per one one-hundredth thousandth of a Preferred Share share (such fraction, a "Preferred Share Fraction"the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that shares which may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per Preferred Share Fraction share set forth above, are the number and Purchase Exercise Price as of November 2111, 19982021, based on the Preferred Shares Stock as constituted at such date. Except as otherwise provided in The Company reserves the Rights Agreement, upon right to require prior to the occurrence of any Section 11(a)(ii) a Triggering Event (as such term is defined in the Tax Benefits Preservation Plan) that, upon any exercise of Rights, a number of Rights Agreement)be exercised so that only whole shares of Preferred Stock will be issued. Capitalized terms used but not defined herein shall having the meanings specified in the Tax Benefits Preservation Plan. Upon the occurrence of a Flip-in Event, if the Rights evidenced by this Rights Certificate are beneficially owned Beneficially Owned by (i) an Acquiring Person or a Related Person of an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate Person or Affiliate, Related Person or (iii) under certain circumstances specified in the Rights AgreementTax Benefits Preservation Plan, a transferee of a person Person who, after such transfer, became an Acquiring Person, Person or an Affiliate or Associate a Related Person of an such Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Flip-in Event. As provided in the Rights AgreementTax Benefits Preservation Plan, the Purchase Exercise Price and the number and kind of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Tax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Tax Benefits Preservation Plan. Copies of the Tax Benefits Preservation Plan are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Tax Benefits Preservation Plan, the Rights evidenced by this Rights Certificate may, in each case at the option of the Company, be (i) redeemed by the Company at a redemption price of $0.001 per Right or (ii) exchanged in whole or in part for shares of common stock, par value $0.00001 per share, of the Company. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Rights shall terminate and the only right of the holders of Rights shall be to receive the redemption price. No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment shall be made, as provided in the Tax Benefits Preservation Plan. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Tax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Tax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it has been countersigned manually or by facsimile signature by the Rights Agent. * * * * * * * WITNESS the facsimile signature of the proper officer of the Company. Dated as of _______ __, 20__ QUOTIENT TECHNOLOGY INC. By: Name: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________________________ hereby sells, assigns and transfers unto _______________________ _____________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that may any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorneyas attorney in fact, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Medallion Guaranteed: ________________________________________________________________________________________________________________________________________________Signatures must be guaranteed by an eligible institution participating in a recognized signature guarantee medallion program at a guarantee level acceptable to the Rights Agent.
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Quotient Technology Inc.)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated as of the 22nd day of November, 2000 (the "Rights Agreement") between Vasogen Inc., a corporation incorporated under the CANADA BUSINESS CORPORATIONS ACT (the "Corporation"), and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement) one fully paid and non-assessable Common Share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the City of Toronto. The Exercise Price shall initially be $200.00 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.0001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), Right; and (ii) may be exchanged at the Stated Expiration Date. After a Section 11(a)(ii) Eventoption of the Corporation for cash, debt or equity securities or other assets of the Board may exchange one Common Share for each RightCorporation. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ________________________________________________________________________________________________________This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation. Date:______________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights AgentVASOGEN INC. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of By:______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:________________________________ Title: President and Chief Executive Officer Vice President, Finance and Chief Financial Officer Countersigned CIBC MELLON INVESTOR SERVICES LLC TRUST COMPANY Transfer Agent and Registrar By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT Authorized Signature (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED _____________________________FORM OF ELECTION TO EXERCISE TO: VASOGEN inc. The undersigned hereby irrevocably elects to exercise _________________ hereby sells, assigns whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and transfers unto_________________________ _______requests that certificates for such Shares be issued to: __________________________________________________________ (Please print name and address of transfereeName) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: (Address) _____________________, 19__ ____________________________________ Signature Signature Guaranteed(City and State or Province) __________________________________________________________ Social Insurance, Social Security or Other Taxpayer Number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: __________________________________________________________ (Name) __________________________________________________________ (Address) __________________________________________________________ (City and State or Province) __________________________________________________________ Social Insurance, Social Security or Other Taxpayer Number Date___________________________ Guaranteed by an ________________________________________ Eligible Institution: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular. without alteration or enlargement or any change whatsoever)
Appears in 1 contract
RIGHTS CERTIFICATE. XXXXX LIMITED This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions terms and conditions of the Amended and Restated Rights Agreement dated as of May 30, 2003 (the “Rights Agreement”; terms defined therein are used herein with the same meaning unless otherwise defined herein) between Xxxxx Limited, as amended and restated effective April 6, 2001 a Bermuda company (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "“Company"”), and Mellon Investor Services LLC, a New Jersey limited liability company as Rights Agent (which term shall include any successor Rights Agent under the "Rights Agent"Agreement), to purchase from the Company at any time after the Distribution Date and prior to 5:00 P.M. (New York, New York time) on November 21, 2008 the Expiration Date at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth thousandth of a fully paid, nonassessable share of paid and non-assessable Series A Junior Participating Preferred Preference Share, par value $1.00 US$0.01 per share (the "“Preferred Shares"Stock”), of the Company at the Purchase Price initially of US$29.02 per one-thousandth share (each such one-thousandth of a share being a “Unit”) of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction")Stock, upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate (on the reverse side hereof) properly completed and duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions Units that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction Unit set forth above, are the number and Purchase Price above shall be subject to adjustment in certain events as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon . Upon the occurrence of any a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement)or a Section 13 Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined or, under certain circumstances described in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event or such Section 13 Event. As provided In certain circumstances described in the Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or to receive common stock, cash or other securities that may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsAgreement. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned principal office of the Rights Agent Company and are also available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.01 US$0.0001 per Right Right, payable at any time prior to the earlier Company’s option in cash or in common shares of the close of business on (i) the tenth day following the Stock Acquisition Date (Company, subject to adjustment in certain events as such time period may be extended pursuant to provided in the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-thousandth of a share of Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receiptsStock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares Stock or of any other securities of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementAgreement and such holder shall have been entered in the register of members of the Company. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ ATTEST: XXXXX LIMITED By:_______________________________ : By: Name: Name: Title: Countersigned Title: Countersigned: MELLON INVESTOR SERVICES LLC LLC, as Rights Agent By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ : Name: Title: 39 [Form of Reverse Side of Rights CertificateFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRights.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ unto (Please print name and address of transferee) _________________________________________________________________ the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ , Attorney, to transfer the within said Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ 200 Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________:
Appears in 1 contract
Samples: Rights Agreement (Bunge LTD)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Preferred Stock Rights Agreement dated as of October 15, 2008, (the “Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"”), between SPS Technologies, Inc.Xxxxx.xxx Corporation, a Pennsylvania Delaware corporation (the "“Company"”), and Mellon Investor Services LLCComputershare Trust Company, a New Jersey limited liability company (N.A. ( the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New YorkP.M., New York time) , on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-hundredth thousandth (0.001) of a fully paid, nonassessable paid and non-assessable share of Series A Junior Participating Preferred ShareStock, par value $1.00 0.00001 per share (the "“Preferred Shares") ”), of the Company, at a purchase price an Exercise Price of Ten Dollars (the "Purchase Price"$10.00) of $250.00 per one one-hundredth thousandth (0.001) of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of one-thousandths (0.001) of a Preferred Share Fractions that which may be purchased upon exercise thereofhereof) set forth above, 1 The portion of the legend in bracket shall be inserted only if applicable and shall replace the Purchase Price per Preferred Share Fraction set forth above, preceding sentence. EXHIBIT B above are the number and Purchase Exercise Price as of November 21October 15, 1998, 2008 based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of Preferred Shares or other securities that which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of Preferred Share Fractions securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional portion of less than one one-thousandth (0.001) of a Preferred Shares Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ______________________. ATTEST: XXXXX.XXX CORPORATION By: Its: Countersigned: COMPUTERSHARE TRUST COMPANY, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ N.A. as Rights Agent By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] Its: FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ unto (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________Signatures must be guaranteed by an “Eligible Guarantor Institution” (with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated April 27, 2020, (the “Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"”), between SPS Technologies, Chorus Aviation Inc., a Pennsylvania corporation existing under the laws of Canada (the "Company"“Corporation”), and Mellon Investor Services LLCAST Trust Company (Canada), a New Jersey limited liability trust company existing under the laws of Canada, as rights agent (the "“Rights Agent")”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Company Corporation at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event Separation Time (as such term is defined in the Rights Agreement), if ) and prior to the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person Expiration Time (as such terms are term is defined in the Rights Agreement) (or such earlier expiration time as is provided in the Rights Agreement), at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal offices in any of the City of Toronto, one fully paid and non-assessable Class B voting share (iia “Voting Share”) if, at the time of purchase, the holder of the Right delivers to the Corporation a transferee duly completed and executed Declaration as to Canadian Status (in the form approved by the Corporate Secretary of any the Corporation from time to time) certifying that such Acquiring Personholder is a Qualified Canadian (as such term is defined in the Rights Agreement) and that the Voting Share purchased thereby will be beneficially owned and controlled by a Qualified Canadian; or one fully paid and non- assessable Class A variable voting share (a “Variable Voting Share”) if, Associate at the time of purchase, the holder of the Right delivers to the Corporation a duly completed and executed Declaration as to Canadian Status (in the form approved by the Corporate Secretary of the Corporation from time to time) certifying that such holder is not a Qualified Canadian or Affiliatethat the Variable Voting Share purchased thereby will be beneficially owned or controlled by a Person that is not a Qualified Canadian; provided that, or shall the holder of the Right fail to provide a duly completed and executed Declaration as to Canadian Status, and unless the Right Agent determines such holder to be a Qualified Canadian, such holder will be deemed not to be a Qualified Canadian and will be entitled to purchase Variable Voting Shares. The Exercise Price shall initially be $25 (iiiCanadian) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(iicombination thereof) Event. As all as provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.00001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Signature page follows] WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCorporation. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, ⚫ CHORUS AVIATION INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC Authorized Signing Officer By:______________________ : Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT Signing Officer AST TRUST COMPANY (CANADA) By: Authorized Signing Officer By: Authorized Signing Officer (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________)
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan Agreement originally dated April 17, 2012, as amended and restated effective April 6June 9, 2001 2016, as amended and extended May 16, 2019, as amended and restated from time to time (the "“Rights Agreement"”) between Great Panther Mining Limited (formerly Great Panther Silver Limited), between SPS Technologiesa company continued under the laws of British Columbia, (the “Corporation”), and Computershare Investor Services Inc., a Pennsylvania corporation incorporated under the laws of Canada, as rights agent (the "Company"“Rights Agent”), and Mellon Investor Services LLC, a New Jersey limited liability company (which term shall include any successor Rights Agent under the "Rights Agent"), Agreement) to purchase from the Company Corporation at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event Separation Time (as such term is defined in the Rights Agreement), if ) and prior to the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person Expiration Time (as such terms are term is defined in the Rights Agreement)) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid and non- assessable Common Share of the Corporation (a “Common Share”) at the Exercise price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at it principal offices in the City of Vancouver. The Exercise Price shall initially be $50 (iiCanadian) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(iicombination thereof) Event. As all as provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.00001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that may any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (GREAT PANTHER MINING LTD)
RIGHTS CERTIFICATE. SEASPAN CORPORATION This certificate certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement, dated as of April 19, 2011, as amended and restated effective April 6, 2001 from time to time (the "“Rights Agreement"”), between SPS Technologies, Inc.Seaspan Corporation, a Pennsylvania Xxxxxxxx Island corporation (the "“Company"”), and Mellon Investor Services LLCAmerican Stock Transfer & Trust Company, a New Jersey limited liability company LLC (the "“Rights Agent"”), unless the Rights evidenced hereby have been previously redeemed by the Company, to purchase from the Company at any time prior to after the Distribution Date (as such term is defined in the Rights Agreement) and before 5:00 P.M. (p.m., New York, New York time) , on November 21August 8, 2008 2015 at the office or offices of the Rights Agent designated for such purposeAgent, or at the office of its successors successor as Rights Agent, one one-hundredth thousandth (1/1000) of a fully paid, nonassessable share of Series A Junior R Participating Preferred ShareStock, $0.01 par value $1.00 per share (the "“Preferred Shares") ”), of the Company, at a purchase price (the "Purchase Price") of $250.00 25.00 per one one-hundredth thousandth (1/1000) of a Preferred Share (such fraction, a "Preferred Share Fraction"the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of one-thousandths (1/1000s) of a Preferred Share Fractions that may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are were the number and Purchase Price as of November 21August 12, 19982005, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of one one-thousandths (1/1000s) of a Preferred Shares or other securities Share that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights CertificatesRights, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at its option at a redemption price (in cash or shares of the Company’s common stock or other securities of the Company deemed by the Company’s Board of Directors to be at least equivalent in value) of $.01 0.01 per Right at any time prior (subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (adjustment, as such time period may be extended pursuant to provided in the Rights Agreement)) or (b) may be exchanged in whole or in part for shares of the Company’s common stock or other consideration as determined by the Company. The Company may, and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Eventbut shall not be required to, the Board may exchange one Common Share for each Right. No fractional issue fractions of Preferred Shares will be issued or distribute certificates that evidence fractions of Preferred Shares upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples hereby. In lieu of a Preferred Share Fractionissuing fractional shares, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may elect to make a cash payment will be made, as provided in the Rights AgreementAgreement for fractions of a share other than one one-thousandth (1/1000) of a share or any integral multiple thereof or to issue certificates or utilize a depository arrangement as provided in the terms of the Rights Agreement and the Preferred Shares. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription subscriptions rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC20 . _________________________ SEASPAN CORPORATION By:_______________________________ : Name: Title: Countersigned MELLON INVESTOR SERVICES COUNTERSIGNED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [: Name: Title: —Form of Reverse Side of Rights Certificate] — FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ RECEIVED, hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ unto (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorneyas attorney-in-fact, to transfer the within this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: _____________________Signature: Signature Guarantee* * Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: SEASPAN CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the number of one-thousandths (1/1000s) of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for such number of one-thousandths (1/1000s) of a Preferred Share be issued in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: Signature Guarantee* * Signatures most be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C SUMMARY OF RIGHTS Distribution and Transfer of Rights: On August 8, 2005, Seaspan Corporation entered into a Shareholder Rights Plan (which was amended and restated as of April 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________, 2011), and the company’s board of directors declared a dividend of one preferred share purchase right for each outstanding common share, $0.01 par value per share, of the company. Prior to the Distribution Date described to below, if any, the rights will be evidenced by and trade with the certificates for the common shares. After the Distribution Date, if any, the company will cause rights certificates to be delivered to the company’s shareholders and the rights will become transferable apart from the common shares.
Appears in 1 contract
RIGHTS CERTIFICATE. STRATUS PROPERTIES INC. This certifies that _________________________, or its registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of September 22, 2020 (as amended and restated effective April 6from time to time in accordance with its terms, 2001 (the "“Rights Agreement"”), by and between SPS Technologies, Stratus Properties Inc., a Pennsylvania Delaware corporation (the "“Company"”), and Mellon Investor Services LLCComputershare Inc., a New Jersey limited liability company the rights agent (and any successor rights agent, the "“Rights Agent"”), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York City time) on November 21September 22, 2008 2023 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable non-assessable share of Series A Junior D Participating Cumulative Preferred ShareStock, par value $1.00 0.01 per share (the "“Preferred Shares") Stock”), of the Company, at a purchase an exercise price (the "Purchase Price") of $250.00 150 per one one-hundredth of a Preferred Share share (such fraction, a "Preferred Share Fraction"the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that shares which may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per Preferred Share Fraction share set forth above, are the number and Purchase Exercise Price as of November 21September 22, 19982020, based on the Preferred Shares Stock as constituted at such date. Except as otherwise provided in The Company reserves the Rights Agreement, upon right to require prior to the occurrence of any Section 11(a)(ii) a Triggering Event (as such term is defined in the Rights Agreement)) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. Capitalized terms used but not defined herein shall having the meanings specified in the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned Beneficially Owned by (i) an Acquiring Person or a Related Person of an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate Person or Affiliate, Related Person or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person Person who, after such transfer, became an Acquiring Person, Person or an Affiliate or Associate a Related Person of an such Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Section 11(a)(ii) Eventholder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Shares Stock or other securities that which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Share Fractions Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $.01 0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and or (ii) exchanged in whole or in part for shares of common stock, par value $0.01 per share, of the Stated Expiration DateCompany. After a Section 11(a)(ii) EventImmediately upon the action of the Board of Directors of the Company authorizing redemption, the Board may exchange one Common Share for each RightRights shall terminate and the only right of the holders of Rights shall be to receive the redemption price. No fractional shares of Preferred Shares will Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth of a share of Preferred Share FractionStock, which may, as at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Shares Stock or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have has been countersigned manually or by facsimile signature by the Rights Agent. * * * * * * * WITNESS the facsimile signature of the proper officers officer of the Company and its corporate sealCompany. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, 20 STRATUS PROPERTIES INC. _________________________ By:_______________________________ : Name: Title: Countersigned MELLON INVESTOR SERVICES LLC Countersigned: COMPUTERSHARE INC. By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ : Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ unto (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorneyas attorney in fact, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________:
Appears in 1 contract
Samples: Stockholder Rights Agreement (Stratus Properties Inc)
RIGHTS CERTIFICATE. HOUGHTON MIFFLIN COMPANY This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Renewed Rights Agreement, dated as amended and restated effective April 6of July 30, 2001 1997, as amended, restated, renewed or extended from time to time (the "Rights Agreement"), between SPS Technologies, Inc.Houghton Mifflin Company, a Pennsylvania Massachusetts corporation (the "Company"), and Mellon Investor Services LLCBankBoston, N.A., a New Jersey limited liability company national banking association (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New YorkBoston, New York Massachusetts time) on November 21July 30, 2008 2007, at the office or offices of the Rights Agent designated for such purposeAgent, or its successors as Rights Agent, designated for such purpose, one oneten-hundredth thousandth of a fully paid, nonassessable share (a "Unit") of Series A Junior Participating Preferred Share, par value $1.00 per share Stock of the Company (the "Preferred SharesStock") of the Company), at a purchase price of $125 per Unit (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related included Certificate duly completed and executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21______________, 1998______________, based on the Preferred Shares Stock as constituted at such date. Except The Company reserves the right to require prior to the occurrence of a Triggering Event (as otherwise provided such term is defined in the Rights Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. As more fully set forth in the Rights Agreement, upon from and after the first occurrence of any a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person, an Adverse Person or an Associate or Affiliate of an Acquiring Person or Associate of any such Acquiring an Adverse Person (as such terms are defined in the Rights Agreement), which the Board (as defined in the Rights Agreement) in its sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through a change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of such Acquiring Person or an Adverse Person (or of any such Acquiring Person, Associate or Affiliate, ) or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, Person or an Adverse Person (or of any such Associate or Affiliate who becomes a transferee prior to or Associate of an concurrently with such Acquiring PersonPerson or Adverse Person becoming such, such Rights shall become null and void without any further action, and no holder hereof shall have any right with respect to such Rights from and after whether under the occurrence of any such Section 11(a)(ii) EventRights Agreement or otherwise. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of 100 Preferred Shares Stock or other securities that securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as defined in the Rights Agreement). ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Reference is also made to the Rights Agreement for definitions of capitalized terms used and not defined herein. Copies of the Rights Agreement are 101 on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, Certificates upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Units as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the Close of Business on the tenth day Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), ) and (ii) the Stated Final Expiration DateDate (as defined in the Rights Agreement); provided, however, that the Company may not redeem any Rights following an Adverse Person Event (as defined in the Rights Agreement). After a Section 11(a)(ii) EventIf the Company so determines, the Board may exchange one Common Share for each Right. No no fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fractionone Unit, which may, as at the election of the Company, be evidenced by depositary receipts), but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Shares Stock or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends dividend or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________ ___, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_ATTEST: HOUGHTON MIFFLIN COMPANY By ______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _______________________________________________________________________________________________________________By ______________________________ Secretary Title: Countersigned: BANKBOSTON, N.A. By ______________________________ Authorized Signature 105 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________________________________ hereby sells, assigns and transfers unto_______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest thereinherein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________ ___, _______ _____, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________106 CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement made as of September 1, 2006 (the “Rights Agreement”) between Kxxxxx Resources Inc., a British Columbia corporation, (the “Company”) and Pacific Corporate Trust Company, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Company (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate, together with the Form of Election to Exercise appropriately completed and duly executed, to the Rights Agent at its principal office in Vancouver, British Columbia or Txxxxxx, Xxxxxxx. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $1.15 per Right (payable in cash, certified cheque or money order payable to the order of the Company). The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Company and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposein Vancouver, British Columbia or Toronto, Ontario may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may be adjusted so as to entitle the registered holder thereof to purchase or receive securities or shares in the capital of the Company other than Common Shares or more or less than one Common Share (or a combination thereof), all as provided in the Rights Agreement. The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.00001 per Right at any time prior subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightadjustment in certain events. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples hereby, subject to Section 5.1.9 of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. ___Date: ______________________ KXXXXX RESOURCES INC. By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature ____________________________________________________________________________________________________________________________Signatory By: _________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________Authorized Signatory PACIFIC CORPORATE TRUST COMPANY By: ________________ hereby sells, assigns and transfers unto_________Authorized Signatory By: ________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________Authorized Signatory
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Keegan Resources Inc.)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated as of the 13th day of April, 2011, (the “Rights Agreement”) between Almaden Minerals Ltd., a corporation incorporated under the Business Corporations Act (B.C.) (the “Corporation”) and Computershare Investor Services Inc., a company, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement) one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the City of Vancouver or at any other office of the Rights Agent in the cities designated from time to time for that purpose by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be an amount equal to four times the Market Price (as such term is defined in the Rights Agreement) determined as at the Separation Time. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive, among other things, securities of an entity other than the Corporation or more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned head office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.0001 (Canadian) per Right at any time prior Right, subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightadjustment in certain events. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof thereof, a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent consents to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have has been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Almaden Minerals LTD)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated as of the ____ day of October, 2007 (the "Rights Agreement") between YM BioSciences Inc., a corporation continued under the Companies Act (Nova Scotia) (the "Corporation"), and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement) one fully paid and non-assessable Common Share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the City of Toronto. The Exercise Price shall initially be $200.00 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.0001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), Right; and (ii) may be exchanged at the Stated Expiration Date. After a Section 11(a)(ii) Eventoption of the Corporation for cash, debt or equity securities or other assets of the Board may exchange one Common Share for each RightCorporation. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCorporation. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, Date: YM BIOSCIENCES INC. _________________________ By:_______________________________ Title: By: Chairman and Chief Executive Officer Vice President, Finance and Administration Countersigned CIBC MELLON INVESTOR SERVICES LLC TRUST COMPANY Transfer Agent and Registrar By:______________________ : Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________)
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Ym Biosciences Inc)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as amended and restated effective April 6of September 29, 2001 2005 (the "“Rights Agreement"”), between SPS Technologies, Inc.Tsakos Energy Navigation Limited, a Pennsylvania corporation Bermuda company (the "“Company"”), and Mellon Investor Services LLC, a The Bank of New Jersey limited liability company York (the "“Rights Agent"”), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21October 10, 2008 2015 (or such later date as the Board may designate by amendment of the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share Share (the "“Preferred Shares"Share”) of the Company, at a purchase price (the "“Purchase Price"”) of $250.00 127 per one one-hundredth of a Preferred Share (such fraction, a "“Preferred Share Fraction"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent valuecash. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21October 10, 19982005, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of the close of business on (i) the tenth day Business Day following the Stock Share Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Final Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share FractionShare, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. _________________This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 20 ATTEST TSAKOS ENERGY NAVIGATION LIMITED By: Secretary Name: Title: Countersigned THE BANK OF NEW YORK By: Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) _____________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ 20 Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________:
Appears in 1 contract
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan Agreement originally dated April 17, 2012, as amended and restated effective April 6June 9, 2001 2016, as amended and extended May 16, 2019, as amended and restated from time to time (the "“Rights Agreement"”) between Great Panther Mining Limited (formerly Great Panther Silver Limited), between SPS Technologiesa company continued under the laws of British Columbia, (the “Corporation”), and Computershare Investor Services Inc., a Pennsylvania corporation incorporated under the laws of Canada, as rights agent (the "Company"“Rights Agent”), and Mellon Investor Services LLC, a New Jersey limited liability company (which term shall include any successor Rights Agent under the "Rights Agent"), Agreement) to purchase from the Company Corporation at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event Separation Time (as such term is defined in the Rights Agreement), if ) and prior to the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person Expiration Time (as such terms are term is defined in the Rights Agreement)) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid and non- assessable Common Share of the Corporation (a “Common Share”) at the Exercise price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at it principal offices in the City of Vancouver. The Exercise Price shall initially be $50 (iiCanadian) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(iicombination thereof) Event. As all as provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.00001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Company and its corporate sealCorporation. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, DATED: GREAT PANTHER MINING LIMITED By: Authorized Signing Officer By: Authorized Signing Officer Countersigned By: COMPUTERSHARE INVESTOR SERVICES INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT Signing Officer 37 (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________)
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (GREAT PANTHER MINING LTD)
RIGHTS CERTIFICATE. Miravant Medical Technologies This certifies that ______________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights AgreementAgreement dated as of July 13, as amended and restated effective April 62000, 2001 (the "Rights Agreement"), between SPS Miravant Medical Technologies, Inc., a Pennsylvania Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company U.S. Stock Transfer Corporation (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New YorkP.M., New York time) , on November 21July 31, 2008 2010 at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-hundredth thousandth (1/1,000) of a fully paid, nonassessable paid and non-assessable share of Series A B Junior Participating Preferred ShareStock, par value $1.00 0.01 per share (the "Preferred Shares") ), of the Company, at a purchase price an Exercise Price of one hundred eighty dollars (the "Purchase Price"$180.00) of $250.00 per one one-hundredth thousandth of a Preferred Share (such fraction, a the "Preferred Share FractionExercise Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of one-thousandths of a Preferred Share Fractions that which may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, above are the number and Purchase Exercise Price as of November 21July 31, 1998, 2000 based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of Preferred Shares or other securities that which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of Preferred Share Fractions securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Right. No fractional portion of less than one one-thousandth of a Preferred Shares Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________July __, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate2000.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
Samples: Preferred Stock Rights Agreement (Miravant Medical Technologies)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement dated as of April 23, 1997 (the "Rights Agreement") between Dura Products International Inc., a corporation incorporated under the laws of Ontario (the "Corporation") and The R-M Trust Company, a trust company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate, together with the Form of Election to Exercise appropriately completed and duly executed, to the Rights Agent at its principal office in the City of Toronto. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $2.00 per Right (payable in cash, certified cheque or money order payable to the order of the Corporation). In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or shares in the capital of the Corporation other than Common Shares, or more or less than one Common Share (or a combination thereof), all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned head office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposein the City of Toronto, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option Corporation at a redemption price of $.01 0.001 per Right at any time prior Right, subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement)adjustment in certain events, and or (ii) may be exchanged, at the Stated Expiration Date. After option of the Corporation, for cash, debt or equity securities or other assets (or a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightcombination thereof). No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCorporation. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ ByDate:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC ByDURA PRODUCTS INTERNATIONAL INC. Per:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________Authorized Signatory Per:________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________Authorized Signatory Countersigned: THE R-M TRUST COMPANY Per:________________________________ (Please print Authorized Signatory FORM OF ELECTION TO EXERCISE TO: DURA PRODUCTS INTERNATIONAL INC. The undersigned hereby irrevocably elects to exercise __________________ whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and address delivered to: ------------------------------------ Name ------------------------------------ Address ------------------------------------ City and Province ------------------------------------ Social Insurance No. or other taxpayer identification number If such number of transferee) Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ------------------------------------ Name ------------------------------------ Address ------------------------------------ City and Province ------------------------------------ Social Insurance No. or other taxpayer identification number Date:____________________________ Signature: ___________________________ (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) -------------------------- Signature Guaranteed Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Canada or the United States. (To be completed if true) The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or by any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of any such other Person (as such terms are defined in the Rights Agreement). --------------------------------------- Signature FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ------------------------------------------------------------------------------ (Please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein. Date:_____________________ Signature: ______________________________ (Signature must correspond to name as written upon the face of this Rights CertificateCertificate in every particular, together with without alteration or enlargement or any change whatsoever) -------------------------- Signature Guaranteed Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Canada or the United States. (To be completed if true) The undersigned hereby represents, for the benefit of the Corporation and all rightholders of Rights and Common Shares, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorneythat the Rights evidenced by this Rights Certificate are not and, to transfer the within Rights Certificate on the books knowledge of the within-named Companyundersigned, have never been, Beneficially Owned by an Acquiring Person or by any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with full power an Acquiring Person or any Affiliate or Associate of substitutionany such other Person (as such terms are defined in the Rights Agreement). Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________----------------------------------- Signature
Appears in 1 contract
Samples: Shareholder Rights Agreement (Dura Products International Inc)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated as of the ____ day of October, 2007 (the "Rights Agreement") between YM BioSciences Inc., a corporation continued under the Companies Act (Nova Scotia) (the "Corporation"), and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement) one fully paid and non-assessable Common Share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the City of Toronto. The Exercise Price shall initially be $200.00 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.0001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), Right; and (ii) may be exchanged at the Stated Expiration Date. After a Section 11(a)(ii) Eventoption of the Corporation for cash, debt or equity securities or other assets of the Board may exchange one Common Share for each RightCorporation. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation. Date: ___________________________________________________________________________________________________________________ YM BIOSCIENCES INC. By: ____________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:___: ____________________________ TitleChairman and Chief Executive Officer Vice President, Finance and Administration Countersigned CIBC MELLON TRUST COMPANY Transfer Agent and Registrar By: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT Authorized Signature (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________)
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Ym Biosciences Inc)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Revised Amended and Restated Shareholder Rights AgreementPlan Agreement made as of May 31, as amended and restated effective April 6, 2001 2012 (the "Rights Agreement"), ) between SPS Technologies, Altair Nanotechnologies Inc., a Pennsylvania Delaware corporation (the "Corporation") and Registrar and Transfer Company"), and Mellon Investor Services LLC, a New Jersey limited liability company __________, as Rights Agent (the "Rights Agent"), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Company Corporation, at any time after the Separation Time and prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person Expiration Time (as such terms are defined in the Rights Agreement), one-half of one fully paid common share of the Corporation (iia "Common Share") a transferee at the Exercise Price referred to below, upon presentation and surrender of any such Acquiring Personthis Rights Certificate, Associate or Affiliatetogether with the Form of Election to Exercise appropriately completed and duly executed, or (iii) under certain circumstances specified in to the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) EventAgent at its principal office in New Jersey. As Until adjustment thereof in certain events as provided in the Rights Agreement, the Purchase Exercise Price and shall be US$20 per Right (payable by certified check or money order payable to the order of the Corporation). The number and kind of Preferred Common Shares or other securities that which may be purchased upon for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. The right of any holder to exercise the Rights Certificate may be delayed or conditioned as required in order to assure compliance with governing securities laws and at any time the number of available authorized Common Shares is not sufficient to permit exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsRights. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders holder of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposein New Jersey, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, Agreement the Rights evidenced by this Certificate may be redeemed by the Company at its option Corporation at a redemption price of $.01 0.0000001 per Right at any time prior subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), adjustment and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightnon-payment in certain events. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCorporation. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, Date: ALTAIR NANOTECHNOLOGIES INC. _________________________ By: Countersigned: REGISTRAR AND TRANSFER COMPANY By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Altair Nanotechnologies Inc)
RIGHTS CERTIFICATE. This certifies that _________________________, or its registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of January 29, 2004, as the same may be amended and restated effective April 6, 2001 from time to time (the "“Rights Agreement"”), between SPS TechnologiesVIA XXX.XXXXX, Inc., a Pennsylvania Delaware corporation (the "“Company"”), and Mellon Investor Services LLCContinental Stock Transfer & Trust Company, a New Jersey limited liability company York banking corporation, as Rights Agent (the "“Rights Agent"”), to purchase from the Company at any time prior to 5:00 P.M. (New YorkJanuary 28, New York time) on November 21, 2008 2014 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth thousandth of a fully paid, nonassessable non-assessable share of Series A Junior Participating Preferred ShareStock, par value $1.00 .001 per share (the "“Preferred Shares"Stock”) of the Company, at a purchase price (the "Purchase Price") of $250.00 20 per one one-hundredth of a Preferred Share thousandth share (such fraction, a "Preferred Share Fraction"the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction share set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares Stock as constituted at such date. Except , and are subject to adjustment upon the happening of certain events as otherwise provided in the Rights Agreement, upon . Capitalized terms used and not defined herein shall have the occurrence of any Section 11(a)(ii) Event (as such term is defined meanings specified in the Rights Agreement). From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, Person or an Affiliate or Associate of an Acquiring Person, such Rights Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities that securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Share Fractions Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement)Date, and (ii) the Stated Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if the Acquiring Person reduces its beneficial ownership to 10% or less of the outstanding shares of Common Stock in a Section 11(a)(ii) Eventtransaction or series of transactions not involving the Company, and such reinstatement is approved by the Company’s Board of Directors. At any time after a person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Voting Common Share for Stock per each Rightoutstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Company’s Board of Directors to have the same value as shares of Voting Common Stock, subject to adjustment. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Share FractionStock, which may, as at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Shares Stock or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIESVIA XXX.XXXXX, INC. _________________________ By:_______________________________ : Name: Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ : Name: Title: Countersigned: Dated as of , CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as rights agent By: Authorized Signature _____________________________________________________________________________________________________________________________________________ Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ unto (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________:
Appears in 1 contract
Samples: Rights Agreement (Via Net Works Inc)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles entities the owner registered holder thereof, subject to the terms, provisions and conditions of the a Shareholder Rights AgreementPlan Agreement made as of February 3, 2009, as amended and restated effective April 6March 29, 2001 2018 (the "“Rights Agreement"), ”) between SPS Technologies, Inc.ENERGY FUELS INC., a Pennsylvania corporation existing under the laws of the Province of Ontario (the "Company"“Corporation”), and Mellon Investor Services LLCAST TRUST COMPANY (CANADA), a New Jersey limited liability company (the "as Rights Agent"), to purchase from the Company Corporation at any time after the Separation Time and prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person Expiration Time (as such terms are defined in the Rights Agreement), one (ii1) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified fully paid Common Share in the Rights Agreement, capital of the Corporation (a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect “Common Share”) (subject to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise at the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise principal office of the Rights evidenced Agent at its principal office in Toronto, Ontario or with approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by this Rights Certificate are the Corporation. The Exercise Price shall initially be $10.00 per Right and shall be subject to modification and adjustment upon in certain events as provided in the happening of certain events, including Triggering EventsRights Agreement. ___________________________________________________________________________________________________________________________________________ This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal any office or offices of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchaseso surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option Corporation at a redemption price of $.01 0.00001 per Right at any time prior Right, subject to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Stated Expiration Date. After a Section 11(a)(ii) Event, the Board may exchange one Common Share for each Rightadjustment in certain events. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one (other than fractions which are integral multiples of a Preferred Share Fraction1) whole Right. In lieu thereof, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities of the Company (including Common Shares) that which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ ByDate:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Energy Fuels Inc)
RIGHTS CERTIFICATE. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Protection Rights Plan Agreement dated as of the 28th day of July, 1993, (the "Rights Agreement") between Flotek Industries Inc., a corporation incorporated under the Company Act (B.C.) (the "Corporation"), and Pacific Corporate Trust Company, a trust company incorporated under the laws of British Columbia, as rights agent (the "Rights Agent" which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the close of business on the 31st day of July, 1998, or any earlier Expiration Date (as such term is defined in the Rights Agreement, one fully paid common share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise and Declaration of Ownership duly executed and submitted to the Rights Agent at its principal office in Vancouver. The Exercise Price shall initially be $10.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive more than one Common Share or to purchase and receive securities of an entity other than the Corporation or securities or assets of the Corporation other than Common Shares, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This The Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of Preferred Share Fractions as Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Company at its option Corporation at a redemption price of $.01 0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) may be exchanged at the Stated Expiration Date. After a Section 11(a)(ii) Event, option of the Board may exchange one Common Share Corporation for each Rightdebt or other equity securities or assets of the Corporation. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share Fraction, which may, as the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. A holder of this Rights Certificate who wishes to exercise the Rights evidenced hereby must complete, sign and deliver a Declaration of Ownership in the form attached hereto. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Common Shares or of any other securities shares of the Company (including Common Shares) that Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent consents to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. ______________________________________________________________________________________________________________________________________________ This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ___________________________________ Signature Signature Guaranteed: ________________________________________________________________________________________________________________________________________________
Appears in 1 contract
Samples: Protection Rights Plan Agreement (Flotek Industries Inc/Cn/)
