Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).
Appears in 2 contracts
Samples: Rights Agreement (Bryn Mawr Bank Corp), Rights Agreement (Bryn Mawr Bank Corp)
Signature. The Please complete and sign this page, manually or electronically, and submit it to Tradeview for acceptance. An electronic signature may be used in such form as may be specified or accepted by Tradeview. In case of a manual signature, please send the document to xxxxxxx@xxxxxxxxx.xx. By signing this Agreement (manually or electronically) you acknowledge and agree that you have read and accepted the Agreement, including the Risk Disclosure Statement (including, where applicable, the Additional Risk Disclosure statement), the Trading Rules and Regulations, the Order Execution Policy, the Conflicts of Interest policy, fee schedules (on the Tradeview website) and other documents included as an Annex to this Agreement, and agree to be bound by all the provisions contained therein. OFFICER'S SIGNATURE: OFFICER'S PRINT NAME: DATE: ACCEPTED AND AGREED BY TRADEVIEW (FOR INTERNAL OFFICE USE ONLY): A copy of the Agreement accepted by Tradeview will be kept in Tradeview's records for such period as may be prescribed by law or longer as deemed appropriate by Tradeview and will be accessible for your inspection or by your authorized representatives, at Tradeview' office during normal business hours, upon request. ACCOUNT HOLDER'S SIGNATURE: PRINT NAME: DATE: FOR INDIVIDUAL ACCOUNTS: AUTHORIZED CORPORATE ACCOUNT HOLDER'S SIGNATURE: AUTHORIZED CORPORATE ACCOUNT HOLDER'S PRINT NAME: DATE: FOR CORPORATE ACCOUNTS: ANNEX I. Tradeview Risk Disclosure for Spot OTC Foreign Exchange, Spot OTC Precious Metals, Contracts for Difference (CFD), futures and equities trading. You are required to read and acknowledge that you have read and understood this Risk Disclosure Statement. By signing the Agreement, you acknowledge, understand and agree to the foregoing Assignment following disclosures: The Tradeview Risk Disclosure Statement is a pertinent part of the Client Agreement and Certificate must correspond to is hereby incorporated into the name as written upon Agreement by reference and made a pertinent part hereof. Many foreign exchange dealers and/or brokers are compensated by taking the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by difference between the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued bid/ask spread in the name of: Please insert social security price published to their clients. tradeview will be compensated by charging a commission and a markup of the raw spread we receive from our liquidity providers and when acting as your principal counterparty may take the difference between the bid/ask spread. Tradeview may participate in markups and commissions requested by agents. The foreign currency trading you are entering into is over the-counter and is not conducted on an exchange. All equities and futures trading is conducted on regulated exchanges. Trading in margined Foreign Exchange, Precious Metals, CFDs, futures and equities involves a significant degree of risk including the risk of losing all or other identifying number: (Please print name more than all your Capital. Trading in these markets is not suitable for everyone and address) If such number you should consider your decision in light of Rights shall your personal financial circumstances, education, knowledge and appetite for risk. The Account is yours and you are responsible for monitoring your Account. We do not be all accept any liability for monitoring the Rights evidenced by this Right Certificate, a new Right Certificate risk you assume in your Account or for the balance remaining activities of such Rights shall be registered in those third parties to whom you grant trading authority or otherwise grant access to your Account. This brief statement does not disclose all of the name risks and other significant aspects of spot OTC Foreign Currency, Precious Metals, CFD, futures and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoeverequities trading. In line with the event associated risks, you should only trade if you understand the certification set forth above nature of the trading in the Form of Assignment or the Form of Election which you are about to Purchase, as the case may be, is not completed, the Company engage and the Rights Agent will deem full extent of your risk exposure and we urge you to analyze your trading objectives, trading capital, investment limitations and tax status. You understand and agree that we provide order clerks for emergency trading access on a 24-hour basis when the beneficial owner of the Rights evidenced by this Right Certificate market is open. You further understand and agree that access to be an Acquiring Person telephone trading is restricted to emergency instances when your platform is down and you have no other access to your account through a web enabled or an Affiliate or Associate thereof (each as defined in the Rights Agreement) mobile enabled platform. Finally, you also understand and such Assignment or Election agree that access to Purchase telephone trading is restricted to offsetting open positions using market orders. Our clerks will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, accept contingent orders over the Board of Directors (telephone and you may not open new positions over the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”)telephone.
Appears in 2 contracts
Samples: www.tradeview.eu, tradeview.eu
Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 2000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Kxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate. If Warrant Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the name of: Please insert social security registered holder hereof or are to be delivered to an address other identifying number: (Please print name and address) If such number of Rights shall not be all than the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining address of such Rights shall be registered in holder as shown on the name books of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures the Warrant Agent, the above signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public an Eligible Guarantor Institution (as that term is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in Rule 17Ad-15 of the Rights AgreementSecurities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).200___
Appears in 2 contracts
Samples: Warrant Agency Agreement (Enerpulse Technologies, Inc.), Warrant Agency Agreement (Enerpulse Technologies, Inc.)
Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand at: By mail at: The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate. If Warrant Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the name of: Please insert social security registered holder hereof or are to be delivered to an address other identifying number: (Please print name and address) If such number of Rights shall not be all than the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining address of such Rights shall be registered in holder as shown on the name books of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures the Warrant Agent, the above signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the “Z” guarantee levelWarrant Agent. A notary public is not sufficient. The undersigned SIGNATURE GUARANTEE Name of Firm ___________________ Address _______________________ Area Code and Number __________________ Authorized Signature _____________________ Name _________________________ Title __________________________ Dated: __________________________, 200___ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, _________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO ________________________________________________________ __________________________________ _______________________________________ (Please print name and address (Please insert social security or including zip code of assignee) other identifying number of assignee) the rights represented by the within Warrant Certificate and does hereby certifies that irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined books of the Warrant Agent with full power of substitution in the Rights Agreement)premises. Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, ____ Signature (Signature must conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate and must bear a signature guaranteed by a participant in every particulara Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. SIGNATURE GUARANTEE Name of Firm ____________________________ Address ________________________________ Area Code and Number ____________________________ Authorized Signature ______________________________ Name __________________________________ Title ___________________________________ Dated: __________________________, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).200___
Appears in 1 contract
Samples: Vuzix Corporation Warrant Agency Agreement (Vuzix Corp)
Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand at: [ ] By mail at: [ ] The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Shares and/or Warrant Certificates) Name in which Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate. If Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 20 ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, hereby sell(s), assign(s) and Transfer(s) unto (Please print name of: and address including zip code of assignee) (Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature Signature must conform in all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in respects to the name of and the holder as specified on the face of this Warrant Certificate. If Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to: Please insert social security or to an address other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public an Eligible Guarantor Institution (as that term is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in Rule 17Ad-15 of the Rights AgreementSecurities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be20 EXHIBIT B FORM OF PRIVATE WARRANT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, must conform to the name as written upon the face of this Right AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. SUBJECT TO THE TERMS SET FORTH HEREIN, THIS WARRANT CERTIFICATE CANNOT BE EXERCISED OR TRANSFERRED IN WHOLE OR IN PART UNTIL NINETY DAYS AFTER THE COMPANY'S CONSUMMATION OF A BUSINESS COMBINATION.EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 9 OF THE PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN. Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election evidencing Warrants to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stockCommon Stock, par value $1.00 per share .0001, as described herein. EDUCATION MEDIA, INC. No. CUSIP No. 28140C 113 VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2013, OR UPON EARLIER REDEMPTION (IF APPLICABLE) This certifies that , or its registered assigns, is the “Common Shares”), registered holder of the Company outstanding as of the close of business on December 1, 2012 warrants to purchase certain securities (the “Record Date”each a "Warrant"). In additionEach Warrant entitles the holder thereof, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date provisions contained herein and in the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date Warrant Agreement (each, as defined below), to purchase from Education Media, Inc.., a Delaware corporation (the "Company"), one (1) share of the Company's Common Stock (each a "Share"), at the Exercise Price set forth below. The description and terms exercise price of each Warrant (the Rights are "Exercise Price") shall be $7.50 initially, subject to adjustments as set forth in the Rights Warrant Agreement. Subject to the terms of the Warrant Agreement (as defined below), dated November 16each Warrant evidenced hereby may be exercised in whole, 2012 but not in part, at any time, as specified herein, on any Business Day (as defined below) occurring during the period (the “Rights Agreement”"Exercise Period") commencing on the later of the Company's consummation of a Business Combination (as defined below) or [ ], 2009 and ending at 5:00 P.M., New York City time, on the earlier to occur of [ ], 2013 or the Redemption Date, if applicable (the "Expiration Date"). Each Warrant remaining unexercised after 5:00 P.M., New York City time on the Expiration Date shall become void, and all rights of the holder of this Warrant Certificate evidencing such Warrant shall cease. The holder of the Warrants represented by this Warrant Certificate may exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M., New York City time, on any Business Day during the Exercise Period (the "Exercise Date") to Continental Stock Transfer & Trust Company (the "Warrant Agent", which term includes any successor warrant agent under the Warrant Agreement described below) at its corporate trust department at 00 Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, (i) this Warrant Certificate, (ii) an election to purchase ("Election to Purchase"), between properly executed by the Company and Computershare Shareowner Services LLC as Rights Agent holder hereof on the reverse of this Warrant Certificate (the “Rights Agent”)."Participant") substantially in the form included on the reverse of this Warrant, as applicable and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by
Appears in 1 contract
Signature. NOTICE: The signature to the foregoing Assignment and Certificate this assignment must correspond to with the name as written it appears upon the face of this Right Certificate the within Purchase Contracts in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) ToSignature Guarantee: BRYN MAWR BANK CORPORATION SETTLEMENT INSTRUCTIONS The undersigned hereby irrevocably elects to exercise Rights represented Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares Purchase Contract be issued registered in the name of: Please insert social security , and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. The undersigned will pay any transfer or similar taxes payable in connection with the issuance of Common Stock or other identifying numbersecurities to any Person other than the undersigned. Dated: Signature Signature Guarantee: (Please print name and addressif assigned to another Person) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall shares are to be registered in the name of and delivered toto a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please insert social security Name Name Address Address Social Security or other identifying numberTaxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The undersigned will pay any transfer or similar taxes payable in connection with the issuance of Common Stock or other securities to any Person other than the undersigned. Dated: (Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address) Datedaddress of Registered Holder: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A notary public is not sufficient. [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACTS The undersigned hereby certifies that the Rights initial number of Purchase Contracts evidenced by this Right Certificate are not beneficially owned by an Acquiring Person certificate is . The following increases or an Affiliate or Associate thereof (each as defined decreases in the Rights Agreement). Datedthis certificate have been made: Signature: The signature Date Amount of increase in the Form number of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights Purchase Contracts evidenced by this Right Certificate to be an Acquiring Person the Global Purchase Contract Amount of decrease in number of Purchase Contracts evidenced by the Global Purchase Contract Number of Purchase Contracts evidenced by the Global Purchase Contract following such decrease or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to increase Signature of authorized signatory of Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Contract Agent”).
Appears in 1 contract
Samples: Purchase Contract Agreement (Banc of California, Inc.)
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit EXHIBIT B UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25December 12, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation Global Income Fund, Inc. (the “Company”) authorized and directed the issuance, and declared adopted a resolution declaring a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 .01 per share (the “Common Shares”), of the Company outstanding as of the close of business Company. The dividend is payable on December 113, 2012 (the “Record Date”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one (1) Common Share at a price equal to the aggregate par value of such Common Shares (the “Purchase Price”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the a Rights Agreement, Agreement dated November 16as of December 12, 2012 (the “Rights Agreement”), ) between the Company and Computershare Shareowner Services LLC American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
Appears in 1 contract
Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand at: Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 By mail at: Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The method of delivery of this Warrant Certificate is at the option and risk of the exercising Holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the Holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, is to be registered if other than in the name of the Holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, is to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the Holder as written upon specified on the face of this Right Warrant Certificate. If Warrant Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: ___________________, 20_______ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, ____________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO (Please print name of: and address including zip code of assignee) (Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature (Signature must conform in all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in respects to the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each Holder as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon specified on the face of this Right Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in every particular, without alteration or enlargement or any change whatsoever. In Rule 17Ad-15 of the event the certification set forth above in the Form Securities Exchange Act of Assignment or the Form of Election to Purchase1934, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”amended). In additionSIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: ___________________, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).20_______
Appears in 1 contract
Samples: Warrant Agency Agreement (Titan Pharmaceuticals Inc)
Signature. The signature If shares are to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to (or cash is paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please insert social security Name Name Address Address Social Security or other identifying numberTaxpayer Identification Number, if any DTC Participant DTC Participant Number Signature Guarantee: (Please print name and address) Dated: SignatureDate: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Purchase Contract Agent Signature of Signature Guarantee Program at ELECTION TO SETTLE EARLY The undersigned Holder of this Purchase Contract hereby irrevocably exercises the “Z” guarantee level. A notary public is not sufficientoption to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby certifies that as to which Early Settlement is not effected, to the Rights undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Date: Signature: DTC Participant DTC Participant Number Signature Guarantee: Date: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Purchase Contract Agent Signature of Signature Guarantee Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A*(1) [SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT] The initial number of Purchase Contracts evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, certificate is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below)[ ]. The description and terms following increases or decreases in this certificate have been made: Date Amount of the Rights are set forth increase in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract Agent”).
Appears in 1 contract
Samples: Purchase Contract Agreement (Elanco Animal Health Inc)
Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand at: Continental Stock Transfer & Trust Co. 10 Xxxxxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 By mail at: Continental Stock Transfer & Trust Co. 10 Xxxxxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The method of delivery of this Warrant Certificate is at the option and risk of the exercising Holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the Holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, is to be registered if other than in the name of the Holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, is to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Xxxxxx Xxxxxxx) (Xxxx xxx Xxxxx) (Xxx Code) Dated: Signature: Signature must correspond conform in all respects to the name of the Holder as written upon specified on the face of this Right Warrant Certificate. If Warrant Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: __________, 20__ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, ____________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO (Please print name of: and address including zip code of assignee) (Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature (Signature must conform in all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in respects to the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each Holder as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon specified on the face of this Right Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in every particular, without alteration or enlargement or any change whatsoever. In Rule 17Ad-15 of the event the certification set forth above in the Form Securities Exchange Act of Assignment or the Form of Election to Purchase1934, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”amended). In additionSIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).20__
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Signature. The signature to This Subscription Agreement is executed by the foregoing Assignment and Certificate must correspond to Subscriber. By ticking the name as written upon checkbox at the face end of this Right Certificate in every particularSubscription Agreement, without alteration the Subscriber, or enlargement or any change whatsoeveran authorised representative of the Subscriber, agrees that the Subscriber will be bound by this Subscription Agreement. Schedule 1 - FORM OF ELECTION TO PURCHASE CONFIRMED CERTIFICATE TERMS Dated [•] CAP-IT ISSUER LIMITED Non-negotiable Cap-It Certificate number [•], issued by Cap-It Issuer Limited (To be executed if holder desires to exercise Rights represented by the Right Certificate."Issuer") To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining purpose of such Rights financing the Issuer’s purchase of the underlying Cap Investment corresponding to this Cap-It Certificate (and payment of the Issuer Mark-up) as detailed below. Terms used herein shall be registered in deemed to be defined as such for the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner purposes of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are Conditions set forth in the Rights AgreementDeed Poll, dated November 16as may be modified or supplemented from time to time. This document constitutes the Confirmed Certificate Terms of the Cap-It Certificate described therein and must be read in conjunction with the Deed Poll and Conditions. Information on the Issuer and the purchase of a Cap- It Certificate is only available on the basis of the combination of the Deed Poll, 2012 the Conditions, the Subscription Agreement and the Confirmed Certificate Terms. The Deed Poll and the Conditions are available for viewing at the Website (the “Rights Agreement”xxxxx.xx.xx), between as are the Company form of the Confirmed Certificate Terms and Computershare Shareowner Services LLC the form of the Subscription Agreement. In each case where Payment Amounts are stated herein, or in the Deed Poll or in the Conditions to be payable in respect of the Cap-It Certificate, the obligations of the Issuer to pay any such Payment Amount shall be conditional on Proceeds having been received pursuant to the underlying Cap Investment. CAP-IT CERTIFICATE Certificate Holder [SUBSCRIBER NAME] Issuer: Cap-It Issuer Limited Certificate Number: [CERTIFICATE NUMBER] Issue Price: [CERTIFICATE ISSUE PRICE] Issue Date: [CERTIFICATE ISSUE DATE] Amount Protected: [CERTIFICATE AMOUNT PROTECTED] Start Date* [CERTIFICATE START DATE] Maturity Date: [CERTIFICATE MATURITY DATE] Cap Rate: [CERTIFICATE CAP RATE] Benchmark Interest Rate: [CERTIFICATE BENCHMARK INTEREST RATE] Calculation Period: [CERTIFICATE CALCULATION PERIOD] Reference Dates: [CAP INVESTMENT PAYMENT DATES] Payment Dates: Each Payment Date shall fall five (5) Business Days after the respective Reference Date. Payment Amount: The amount payable, if any, under a Cap-It Certificate to the Certificate Holder on a given Payment Date, as Rights determined by the Calculation Agent. The Payment Amount will be zero unless the Benchmark Interest Rate of the Cap-It Certificate in the relevant Calculation Period is set higher than its Cap Rate, in which case the Payment Amount shall be a positive amount calculated and payable to the Certificate Holder in accordance with the Payment Formula. *The Start Date cannot precede the Issue Date. If the Issue Date is later than the Start Date, then the requested Start Date will be adjusted by the Calculation Agent accordingly (usually to the “Rights Agent”next business day after the Issue Date).
Appears in 1 contract
Samples: Subscription Agreement
Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand at: American Stock Transfer & Trust Company, LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 By mail at: American Stock Transfer & Trust Company, LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 The method of delivery of this Warrant Certificate is at the option and risk of the exercising Holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to insure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the Holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, is to be registered if other than in the name of the Holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, is to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent:________________________________ (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the Holder as written upon specified on the face of this Right Warrant Certificate. If Warrant Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: __________________, 201_ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, (Please print name of: and address including zip code of assignee) HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO (Please insert social security or other identifying number: (Please print name including zip code of assignee) the rights represented by the within Warrant Certificate and address) If such number does hereby irrevocably constitute and appoint Attorney to transfer said Warrant Certificate on the books of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining Warrant Agent with full power of such Rights shall be registered substitution in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement)premises. Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).:
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Signature. The signature I acknowledge that I have read, understand and agree to the foregoing Assignment terms and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification conditions 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 this Unidem Sales Inc. Independent Representative Application and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof Agreement (each as defined in the Rights “Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In additionI will conduct my business in accordance with this Agreement, one Right will automatically attach the Unidem Sales Inc. Policies and Procedures and Compensation Plan documents, which I acknowledge as having read and understood, and other materials provided to each share of Common Stock (me by Unidem Sales Inc. as they may be amended from time to time. I understand and acknowledge that no person has been authorized to give any information or make any representation not contained herein or in any Unidem Sales Inc. literature and, if given or made, such information or representation must not be relied upon as having been authorized by Unidem Sales Inc. I hereby cer- tify that the information furnished with this Agreement is true and correct and that Unidem Sales Inc is authorized to independently confirm and verify such informa- tion. I understand that this agreement is subject to adjustmentsuch verification and acceptance by Unidem Sales Inc. at its sole discretion. Applicant’s Signature Applicant Name (print) Date Authorized acceptance on behalf of DIRECT DEPOSIT: All commission and bonuses are paid through direct deposit into your personal account that will become outstanding between has already been provided. New Representatives, please complete the Record Date Direct Bank Deposit Information below in order to properly set up your deposits (and attach a voided cheque if completed manually). I hereby authorize Unidem Sales Inc. to initiate credit entries (deposits) to my chequing account indicated below in the earliest attached voided cheque at the depositor named on said xxxxxx, hereinafter called DEPOSITORY, to credit commission and same to such account. The authorization is to remain in full force and effective until Unidem Sales Inc. written notification from me of its termination in such time and in such manner as to afford Unidem Sales Inc. and DEPOSITORY a reasonable opportunity to act on it. If I change banks or account numbers, this authorization becomes void and I must sign a new authorization available online in the Representatives section of the Distribution Date, the Redemption Unidem Sales Inc. website. Unidem Sales Inc. shall have no liability to me for any losses or damages suffered by me as a result of use of Unidem Sales Inc. direct deposits as specified. Authorized Account Holder’s Signature Date Account Holder’s name (Print) DIRECT DEPOSIT BANK PAYMENT INFORMATION: Name of Account Holder (Must be same as Applicant) Bank and the Final Expiration Date (each, as defined below). The description and terms Transit Number Name of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).Bank Address of Bank ATTACH VOID CHEQUE IF AVAILABLE Applicant Initial: Page 1 INDEPENDENT REPRESENTATIVE APPLICATION AGREEMENT
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Samples: repsnew.homepartyrep.com
Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at the following address: Pacific Stock Transfer, LLC, 0000 Xxxxx Xxxxxxx Xxxxxx, Suite 403, Las Vegas, NV 89119. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Shares and/or Warrant Certificates) Name in which Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate. If Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the name ofregistered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm: Please insert social security or other identifying numberAddress: Area Code and Number: Authorized Signature: Name: Title: Dated: ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, ____________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO: ____________________ ____________________ (Please print name and address(Please insert social address including zip code of security or other assignee) If such identifying number of Rights shall not be assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ____________________ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature (Signature must conform in all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in respects to the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each holder as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon specified on the face of this Right Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in every particular, without alteration or enlargement or any change whatsoever. In Rule 17Ad-15 of the event the certification set forth above in the Form Securities Exchange Act of Assignment or the Form of Election to Purchase1934, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”amended). In addition, one Right will automatically attach to each share SIGNATURE GUARANTEE Name of Common Stock (subject to adjustment) that will become outstanding between the Record Date Firm: Address: Area Code and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).Number: Authorized Signature: Name: Title:
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Signature. The signature to (Sign exactly as your name appears on the foregoing Assignment and Certificate must correspond to the name as written upon the face other side of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE Preferred Security Certificate) (To be executed if holder desires to exercise Rights represented by the Right Certificate.Signature(s) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) XXXXXXX X-0 XXXX XX XXXXXX SECURITY CERTIFICATE THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 9.1 OF THE DECLARATION OF TRUST Certificate Number [ ] Number of Common Securities [ ] Certificate Evidencing Common Securities of MFH FINANCIAL TRUST [___] [___%] Common Securities (liquidation amount [$___] per Common Security) MFH FINANCIAL TRUST [ _ ], a participant in a Medallion Signature Guarantee Program at statutory trust formed under the “Z” guarantee level. A notary public is not sufficient. The undersigned laws of the State of Delaware (the "Trust"), hereby certifies that Midland Financial Holdings, Inc. (the Rights evidenced by this Right Certificate "Holder") is the registered owner of _______ common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the [-%] Common Securities (liquidation amount [$-] per Common Security) (the "Common Securities"). Except as provided in the Declaration, the Common Securities are not beneficially owned transferable on the books and records of the Trust, in person or by an Acquiring Person or an Affiliate or Associate thereof a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of [ _ ], as the same may be amended from time to time (each the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. In addition, the Holder is deemed to have (i) agreed to the terms of the Indenture and the Debentures, including that the Debentures are subordinate and junior in right of payment to all present and future Senior Indebtedness and Other Financial Obligations (as defined in the Rights Agreement). Dated: Signature: The signature Indenture) as and to the extent provided in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform Indenture and (ii) agreed to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth Common Securities Guarantee, including that the Common Securities Guarantee is subordinate and junior in right of payment to all other liabilities of the Sponsor, including the Debentures, except those made pari passu or subordinate by their terms, and pari passu with the most senior preferred or preference stock now or hereafter issued by the Sponsor and with any guarantee now or hereafter entered into by the Sponsor in respect of any preferred or preference stock of any Affiliate of the Sponsor. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”)Debentures.
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Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in a Medallion Signature Guarantee Program at an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the “Z” guarantee level. A notary public is not sufficientSecurities Act of 1934. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B C SUMMARY OF RIGHTS TO PURCHASE COMMON PREFERRED SHARES On October 25January 11, 20122008, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation CNET Networks, Inc. (the “Company”) authorized and directed declared the issuance, and declared a dividend issuance of one common preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 0.0001 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1January 21, 2012 2008 (the “Record Date”). In addition, Each Right entitles the registered holder to purchase from the Company one Right will automatically attach to each one-thousandth of a share of Common Stock Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company at a price of $35 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the a Rights Agreement, dated November 16, 2012 Agreement (the “Rights Agreement”), ) between the Company and Computershare Shareowner Services LLC Trust Company, N.A., as Rights Agent (the “Rights Agent”). Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates and no separate Rights certificates will be issued. Separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of (i) the tenth business day following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) the tenth business day (or such later date as the Board of Directors of the Company may determine prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being the “Distribution Date”). The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. The Rights are not exercisable until the Distribution Date. The Rights will expire on January 11, 2018 (the “Expiration Date”), unless the Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.
Appears in 1 contract
Samples: Rights Agreement (Cnet Networks Inc)
Signature. The signature I acknowledge that I have read, understand and agree to the foregoing Assignment terms and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification conditions 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 this Unidem Sales Inc. Independent Representative Application and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof Agreement (each as defined in the Rights “Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In additionI will conduct my business in accordance with this Agreement, one Right will automatically attach the Unidem Sales Inc. Policies and Procedures and Compensation Plan documents, which I acknowledge as having read and understood, and other materials provided to each share of Common Stock (me by Unidem Sales Inc. as they may be amended from time to time. I understand and acknowledge that no person has been authorized to give any information or make any representation not contained herein or in any Unidem Sales Inc. literature and, if given or made, such information or representation must not be relied upon as having been authorized by Unidem Sales Inc. I hereby certify that the information furnished with this Agreement is true and correct and that Unidem Sales Inc is authorized to independently confirm and verify such information. I understand that this agreement is subject to adjustmentsuch verification and acceptance by Unidem Sales Inc. at its sole discretion. Applicant’s Signature Date Applicant Name (print) Authorized acceptance on behalf of DIRECT DEPOSIT: All commission and bonuses are paid through direct deposit into your personal account that will become outstanding between has already been provided. New Representatives, please complete the Record Date Direct Bank Deposit Information below in order to properly set up your deposits (and attach a voided cheque if completed manually). I hereby authorize Unidem Sales Inc. to initiate credit entries (deposits) to my chequing account indicated below in the earliest attached voided cheque at the depositor named on said cheque, hereinafter called DEPOSITORY, to credit commission and same to such account. The authorization is to remain in full force and effective until Unidem Sales Inc. written notification from me of its termination in such time and in such manner as to afford Unidem Sales Inc. and DEPOSITORY a reasonable opportunity to act on it. If I change banks or account numbers, this authorization becomes void and I must sign a new authorization available online in the Representatives section of the Distribution Date, the Redemption Unidem Sales Inc. website. Applicant Initial: I O N A G R E E M E N T Unidem Sales Inc. shall have no liability to me for any losses or damages suffered by me as a result of use of Unidem Sales Inc. direct deposits as specified. Authorized Account Holder’s Signature Date Account Holder’s name (Print) DIRECT DEPOSIT BANK PAYMENT INFORMATION: Name of Account Holder (Must be same as Applicant) Bank and the Final Expiration Date (each, as defined below). The description and terms Transit Number Bank Account Number Name of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).Bank Address of Bank ATTACH VOIDED CHEQUE IF AVAILABLE Applicant Initial: INDEPENDENT REPRESENTATIVE AGREEMENT
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Samples: www.michebag.ca
Signature. NOTICE: The signature to the foregoing Assignment and Certificate this assignment must correspond to with the name as written it appears upon the face of this Right Certificate the within Purchase Contracts in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) ToSignature Guarantee: BRYN MAWR BANK CORPORATION SETTLEMENT INSTRUCTIONS The undersigned hereby irrevocably elects to exercise Rights represented Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares Purchase Contract be issued registered in the name of: Please insert social security , and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. The undersigned will pay any transfer or similar taxes payable in connection with the issuance of Common Stock or other identifying numbersecurities to any Person other than the undersigned. Dated: Signature Signature Guarantee: (Please print name and addressif assigned to another Person) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall shares are to be registered in the name of and delivered toto a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please insert social security Name Name Address Address Social Security or other identifying numberTaxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The undersigned will pay any transfer or similar taxes payable in connection with the issuance of Common Stock or other securities to any Person other than the undersigned. Dated: (Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address) Datedaddress of Registered Holder: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A notary public is not sufficient. SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACTS The undersigned hereby certifies that the Rights initial number of Purchase Contracts evidenced by this Right certificate is . The following increases or decreases in this certificate have been made: Amount of increase Amount of decrease Number of Purchase in number of Purchase in number of Contracts evidenced Signature of Contracts evidenced Purchase Contracts by this certificate authorized signatory by this evidenced by following of Purchase Date Certificate are this Certificate such decrease or increase Contract Agent ATTACHMENT 4 [FORM OF FACE OF NOTE] [INCLUDE IF A UNIT] [THIS NOTE IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS REGISTERED GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS REGISTERED GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY HAS AN INTEREST HEREIN.] WINTRUST FINANCIAL CORPORATION 9.50% JUNIOR SUBORDINATED AMORTIZING NOTES DUE DECEMBER 15, 2013 REGISTERED No. [Initial]6 Number of Notes WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $9.728182 for each of the number of Notes set forth above[, or such other number of Notes as set forth in the Schedule of Increases or Decreases in Global Note attached hereto, which shall not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof exceed [ ]]7 in quarterly installment payments (each constituting a payment of interest at the rate per year of 9.50% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 10, 2010 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2011, all as defined in set forth on the Rights Agreement). Dated: Signature: The signature in reverse hereof, with the Form of Assignment or Form of Election to Purchasefinal installment payment due and payable on December 15, as the case may be2013, must conform subject to the name as written upon Company’s right to defer such 6 Include if a Global Note. 7 Include if a Global Note. payments in accordance with the face terms of this Right Certificate in every particularthe Indenture. The installment payments payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment payment is payable for any period shorter than a full Installment Payment Period, without alteration or enlargement or any change whatsoeversuch installment payment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment payment is payable is not a Business Day, then the certification set forth above installment payment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the Form of Assignment or next succeeding calendar year, then such installment payment shall be made on the Form of Election immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installment payments shall be paid to Purchase, as the case may be, person in whose name the Note is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of registered at the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between Business Day immediately preceding the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration related Installment Payment Date (each, as defined below). The description and a “Regular Record Date”) in accordance with the terms of the Rights Indenture. If the Notes do not remain in the form of Registered Global Securities, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Installments shall be payable at the office or agency of the Company maintained for that purpose in accordance with the provisions of the Indenture. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”)at this place.
Appears in 1 contract
Samples: Purchase Contract Agreement (Wintrust Financial Corp)
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit EXHIBIT B UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25November 20, 20122014, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation Self Storage Group, Inc. (the “Company”) authorized and directed the issuance, and declared adopted a resolution declaring a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 .01 per share (the “Common Shares”), of the Company outstanding as of the close of business Company. The dividend is payable on December 1November 28, 2012 2014 (the “Record Date”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one (1) Common Share at a price equal to the aggregate par value of such Common Shares (the “Purchase Price”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the a Rights AgreementAgreement dated as of November 28, dated November 16, 2012 2014 (the “Rights Agreement”), ) between the Company and Computershare Shareowner Services LLC American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
Appears in 1 contract
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit EXHIBIT B UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25August 9, 20122013, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation Global Income Fund, Inc. (the “Company”) authorized and directed the issuance, and declared adopted a resolution declaring a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 .01 per share (the “Common Shares”), of the Company outstanding as of the close of business Company. The dividend is payable on December 1August 9, 2012 2013 (the “Record Date”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one (1) Common Share at a price equal to the aggregate par value of such Common Shares (the “Purchase Price”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the a Rights AgreementAgreement dated as of August 9, dated November 16, 2012 2013 (the “Rights Agreement”), ) between the Company and Computershare Shareowner Services LLC American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
Appears in 1 contract
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in a Medallion Signature Guarantee Program at an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the “Z” guarantee level. A notary public is not sufficientSecurities Act of 1934. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B C SUMMARY OF RIGHTS TO PURCHASE COMMON PREFERRED SHARES On October 25March 23, 20122007, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation PRA International (the “Company”) authorized and directed declared the issuance, and declared a dividend issuance of one common preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 0.01 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1April 4, 2012 2007 (the “Record Date”). In addition, Each Right entitles the registered holder to purchase from the Company one Right will automatically attach to each one-thousandth of a share of Common Series A Junior Participating Preferred Stock of the Company, par value $0.01 per share (the “Preferred Shares”), at a price of $110.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the a Rights Agreement, dated November 16, 2012 Agreement (the “Rights Agreement”), ) between the Company and Computershare Shareowner Services LLC American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates and no separate Rights certificates will be issued. Separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) tenth business day (or such later date as the Board of Directors of the Company may determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Shares (the earlier of such dates being the “Distribution Date”). The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 23, 2017 (the “Expiration Date”), unless the Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.
Appears in 1 contract
Samples: Rights Agreement (PRA International)
Signature. NOTICE: The signature to the foregoing Assignment and Certificate this assignment must correspond to with the name as written it appears upon the face of this Right Certificate the within Purchase Contracts in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) ToSignature Guarantee: BRYN MAWR BANK CORPORATION SETTLEMENT INSTRUCTIONS The undersigned hereby irrevocably elects to exercise Rights represented Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares Purchase Contract be issued registered in the name of: Please insert social security , and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. The undersigned will pay any transfer or similar taxes payable in connection with the issuance of Common Stock or other identifying numbersecurities to any Person other than the undersigned. Dated: Signature Signature Guarantee: (Please print name and addressif assigned to another Person) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall shares are to be registered in the name of and delivered toto a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please insert social security Name Name Address Address Social Security or other identifying numberTaxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The undersigned will pay any transfer or similar taxes payable in connection with the issuance of Common Stock or other securities to any Person other than the undersigned. Dated: (Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address) Datedaddress of Registered Holder: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A notary public is not sufficient. SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACTS The undersigned hereby certifies that the Rights initial number of Purchase Contracts evidenced by this Right certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced by this Certificate are Amount of decrease in number of Purchase Contracts evidenced by this Certificate Number of Purchase Contracts evidenced by this Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent ATTACHMENT 4 [FORM OF FACE OF NOTE] [INCLUDE IF A GLOBAL NOTE] [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS GLOBAL NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY HAS AN INTEREST HEREIN.] BANC OF CALIFORNIA, INC. 7.50% JUNIOR SUBORDINATED AMORTIZING NOTES DUE MAY 15, 2017 REGISTERED CUSIP: 05990K AB2 ISIN: US05990KAB26 No. [Initial]8 Number of Notes BANC OF CALIFORNIA, INC., a Maryland corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $10.604556 for each of the number of Notes set forth above[, or such other number of Notes as set forth in the Schedule of Increases or Decreases in Global Note attached hereto, which shall not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof exceed [ ]]9 in quarterly installment payments (each constituting a payment of interest at the rate per year of 7.50% and a partial repayment of principal) payable on May 15, August 15, November 15 and February 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, May 21, 2014 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on August 15, 2014, all as defined in set forth on the Rights Agreement). Dated: Signature: The signature in reverse hereof, with the Form of Assignment or Form of Election to Purchasefinal installment payment due and payable on May 15, as the case may be2017, must conform subject to the name as written upon Company’s right to defer such payments in accordance with the face terms of this Right Certificate in every particularthe Indenture. The installment payments payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment payment is payable for any period shorter than a full Installment Payment Period, without alteration or enlargement or any change whatsoeversuch installment payment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment payment is payable is not a Business Day, then the certification set forth above installment payment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the Form of Assignment or next succeeding calendar year, then such installment payment shall be made on the Form of Election immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installment payments shall be paid to Purchase, as the case may be, person in whose name the Note is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of registered at the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between Business Day immediately preceding the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration related Installment Payment Date (each, as defined below). The description and a “Regular Record Date”) in accordance with the terms of the Rights Indenture. If the Notes do not remain in the form of Global Notes, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Installments shall be payable at the office or agency of the Company maintained for that purpose in accordance with the provisions of the Indenture. 8 Include if a Global Note. 9 Include if a Global Note. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”)at this place.
Appears in 1 contract
Samples: Purchase Contract Agreement (Banc of California, Inc.)
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face Date: -------------------- Signature Guaranteed: ------------------- EXHIBIT B [Form of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE Mandatory Exercise Notice] (To be executed if holder desires Be Executed Upon Mandatory Exercise Of All Warrants Pursuant to exercise Rights represented by Section 5 of the Right Certificate.Warrant Agreement) To: BRYN MAWR BANK CORPORATION The [Insert Name of Registered Holder] Re: [Insert Registration No(s). of Warrant Certificate(s) Registered in Name of Above-Mentioned Registered Holder] Reference is made to the Warrant Agreement, dated November 25, 1998, ( as amended or otherwise modified, "Warrant Agreement"), between the undersigned and the purchaser party thereto. Unless otherwise defined, capitalized terms used herein have the meanings provided therefor in the Warrant Agreement. Pursuant to Section 5 of the Warrant Agreement, the undersigned hereby irrevocably elects to exercise Rights represented cause a Mandatory Exercise of all (but not less than all) Warrants outstanding as of the date hereof and issued pursuant to or in connection with the Warrant Agreement or the Securities Purchase Agreement. Accordingly, upon tender of all Warrant Certificates held by this Right Certificate you and payment in the amount of $_____________, you shall be entitled to purchase receive ______ shares of Common Stock, all in accordance with the terms hereof and the Warrant Agreement. Certificates for such shares of Common Shares issuable Stock to be issued as a result of the Mandatory Exercise contemplated hereby shall be issued upon tender of the exercise of Warrant Certificate(s) and Exercise Price, as set forth above, and such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights Stock shall be registered in the name of such Person(s) at such address(es), and shall be delivered to: Please insert social security or other identifying number: by us to such Person(s) at such address(es), as you shall instruct us in writing. You are hereby notified that, pursuant to Section 5 of the Warrant Agreement, you are entitled to elect the form of payment of the Exercise Price for your Warrants being exercised as a result of the Mandatory Exercise hereunder; provided that, if no such election is made by you within five Business Days following the Mandatory Exercise Date, you shall be deemed to have elected to pay such Exercise Price by tendering Warrants having a fair market value (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Warrant Agreement)) equal to such Exercise Price. Dated: Signature: The signature in You shall also have the Form of Assignment or Form of Election right to Purchase, as the case may be, must conform object to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or join any change whatsoever. In the event the certification calculation set forth above in respect of the Form of Assignment Exercise Price or the Form number of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share shares of Common Stock (subject to adjustment) that will become outstanding between the Record Date issuable upon exercise of your Warrants, and no such calculation shall be binding on you until you and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”)undersigned shall have mutually agreed thereto.
Appears in 1 contract
Samples: Warrant Agreement (Unidigital Inc)
Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand or overnight courier at: Broadridge, Attn: Reorganization Dept., 1000 Xxxxxx Xxx., Xxxxx 000, Xxxx Xxxxxxx, XX 00000 By mail at: Broadridge, Attn: Reorganization Dept., P.X. Xxx 0000, Xxxxxxxxx, XX 00000 The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate. If Warrant Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the name of: Please insert social security registered holder hereof or are to be delivered to an address other identifying number: (Please print name and address) If such number of Rights shall not be all than the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining address of such Rights shall be registered in holder as shown on the name books of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures the Warrant Agent, the above signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public an Eligible Guarantor Institution (as that term is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in Rule 17Ad-15 of the Rights AgreementSecurities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).:
Appears in 1 contract
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES PREFERRED STOCK On October 25June __, 20122000, the Board of Directors of Sierra Well Service, Inc. (the “Board”"Company") of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend distribution of one common share preferred stock purchase right (a “"Right”") for each outstanding share of common stock, par value $1.00 0.01 per share (the “"Common Shares”Stock"), of the Company. The distribution is payable on June ___, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder thereof to purchase from the Company outstanding as one-hundredth of a share of Series One Junior Participating Preferred Stock, par value $0.01 per share, of the close of business on December 1, 2012 Company (the “Record Date”). In addition"Preferred Stock") at a price of $70.00, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest . The following is a summary of the Distribution Date, Rights; the Redemption Date and the Final Expiration Date (each, as defined below). The full description and terms of the Rights are set forth in a Stockholder Rights Agreement (the "Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), ") between the Company and Computershare Shareowner Services LLC American Stock Transfer & Trust Company, as Rights Agent (the “"Rights Agent”"). Copies of the Rights Agreement and the Certificate of Designation are available free of charge from the Company. This summary description of the Rights and the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to all the provisions of the Rights Agreement and the Certificate of Designation, including the definitions therein of certain terms, which Rights Agreement and Certificate of Designation are incorporated herein by reference. Initially, the Rights will attach to all certificates representing shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock and the Distribution Date will occur upon the earlier of (i) 10 business days following the date of public announcement that a person or group of persons has become an Acquiring Person (as hereinafter defined) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to the time a person becomes an Acquiring Person) following the commencement of, or the announcement of an intention to make, a tender offer or exchange offer upon consummation of which the offeror would, if successful, become an Acquiring Person (the earlier of such dates being called the "Distribution Date").
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Signature. The signature If shares are to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered toto a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please insert social security or other identifying numberSignature Guarantee: (if assigned to another person) REGISTERED HOLDER Please print name and address) address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement upon a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Units Certificate representing any Treasury Units evidenced hereby as to which Cash Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: Signature GuaranteedGuarantee: Signatures must Number of Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or REGISTERED HOLDER Corporate Units Certificates are to be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined registered in the Rights Agreement). Dated: Signature: The signature name of and Please print name and address of delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Form of Assignment or Form of Election to PurchaseTreasury Portfolio, as the case may be, must conform are to be transferred to a Person other than the Holder, please print such Person’s name as written and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Pledged Treasury Securities Transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Date Amount of increase in Number of Corporate Units evidenced by the face Global Certificate Amount of this Right decrease in Number of Corporate Units evidenced by the Global Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form Number 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 Corporate Units evidenced by this Right Global Certificate to be an Acquiring Person following such decrease or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to increase Signature of authorized signatory of Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS Contract Agent EXHIBIT C INSTRUCTION TO PURCHASE COMMON SHARES On October 25CONTRACT AGENT U.S. Bank Trust National Association The Purchase Contract Agent 000 Xxxx Xxxxxx Xxx Xxxx, 2012Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Fax: (000) 000-0000 Re: [ Corporate Units] [ Treasury Units] of Xxxxxxxxx’x, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation Inc., a Delaware corporation (the “Company”) authorized and directed ). The undersigned Holder hereby notifies you that it has delivered to U.S. Bank Trust National Association, as Securities Intermediary, for credit to the issuanceCollateral Account, and declared a dividend $ aggregate principal amount of one common share purchase right (a “Right”) [Senior Notes] [Treasury Securities] in exchange for each outstanding share the [Pledged Senior Notes] [Pledged Treasury Securities] [Pledged Applicable Ownership Interest] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of common stockMay 7, par value $1.00 per share 2004 (the “Common SharesPledge Agreement”); unless otherwise defined herein, of terms defined in the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, Pledge Agreement are used herein as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”therein), between you, the Company Company, the Collateral Agent, the Custodial Agent and Computershare Shareowner Services LLC as Rights the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Senior Notes] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units] [Pledged Applicable Ownership Interest]. Date: Signature Guarantee: Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (the “Rights Agent”).Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] ____________________________ ____________________________ Attention: Telecopy:
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Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand at: Securities Transfer Corporation 0000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Xx. By mail at: Securities Transfer Corporation 0000 Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Xx. The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate. If Warrant Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the name of: Please insert social security registered holder hereof or are to be delivered to an address other identifying number: (Please print name and address) If such number of Rights shall not be all than the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining address of such Rights shall be registered in holder as shown on the name books of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures the Warrant Agent, the above signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public an Eligible Guarantor Institution (as that term is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in Rule 17Ad-15 of the Rights AgreementSecurities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).200___
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Samples: Enerpulse Technologies, Inc. Warrant Agency Agreement (Enerpulse Technologies, Inc.)
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION Aspen Insurance Holdings Limited The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Preference Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preference Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) at a Medallion Signature Guarantee Program at guarantee level satisfactory to the “Z” guarantee levelRights Agent. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event that 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 Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B C SUMMARY OF RIGHTS TO PURCHASE COMMON PREFERENCE SHARES On October 25April 17, 20122014, the Board of Directors (the “BoardBoard of Directors”) of Bryn Mawr Bank Corporation Aspen Insurance Holdings Limited (the “Company”) authorized and directed the issuanceissuance of, and declared a dividend of resolved to distribute, one common preference share purchase right (a “Right”) for each outstanding share of common stockordinary share, par value $1.00 0.15144558¢ per share (the “Common Ordinary Shares”), of the Company outstanding as of the close of business on December 1April 28, 2012 2014 (the “Record Date”). In addition, Each Right entitles the registered holder to purchase from the Company one Right will automatically attach to each one-thousandth of a share of Common Stock Series A Junior Participating Preference Shares, par value $0.01 per share (the “Preference Shares”), of the Company at a price of $160.00 per one one-thousandth of a Preference Share (the “Purchase Price”), subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16as of April 17, 2012 2014 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC Inc., a Delaware corporation, as Rights Agent (the “Rights Agent”). The Board of Directors adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group which acquires 10% or more of the outstanding Ordinary Shares (or 15% in the case of a “13G Institutional Investor,” as defined in the Rights Agreement) without approval of the Board of Directors. The Rights Agreement should not interfere with any merger or other business combination approved by the Board of Directors. Distribution Date; Exercisability Initially, the Rights will be represented by the Company’s Ordinary Share certificates or by the registration of uncertificated Ordinary Shares in the Company’s share register, if any, and no separate certificates evidencing the Rights (the “Right Certificates”) will be issued. Separate Right Certificates will be mailed to holders of record of the Ordinary Shares as of the close of business on the tenth business day following a public announcement or disclosure indicating that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10% or more of the outstanding Ordinary Shares (or 15% in the case of a 13G Institutional Investor) (the “Distribution Date”). The Board of Directors of the Company may reduce the threshold at which a 13G Institutional Investor becomes an Acquiring Person from 15% to not less than 10% of the Company’s outstanding Ordinary Shares. The Rights Agreement provides that, until the Distribution Date (or earlier expiration, redemption or exchange of the Rights), (i) the Rights will be transferred with and only with the Ordinary Shares, (ii) new Ordinary Share certificates issued after the Record Date upon transfer or new issuance of Ordinary Shares will contain a notation incorporating the Rights Agreement by reference, and the initial transaction statement or subsequent periodic statements with respect to uncertificated Ordinary Shares, if any, that are registered after the Record Date upon transfer or new issuance of such Ordinary Shares will also contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Ordinary Shares, or the registration of transfer of ownership in the Company’s share register with respect to uncertificated Ordinary Shares, outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Ordinary Shares represented by such certificate or registration. New Rights will accompany any new Ordinary Shares issued by the Company after the Record Date, until the Distribution Date. The Rights are not exercisable until the Distribution Date. The Rights will expire on April 16, 2015 (the “Final Expiration Date”), unless the Final Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.
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Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand at: American Stock Transfer & Trust Company, LLC, 0000 00 xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 By mail at: American Stock Transfer & Trust Company, LLC, 0000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Shares and/or Warrant Certificates) Name in which Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate. If Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm: Address: Area Code and Number: Authorized Signature: Name: Title: Dated: ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO: (Please print name of: and address including zip code of assignee) (Please insert social security or other identifying numbernumber of assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: (Please print name and address) If such number of Rights shall not be Signature must conform in all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in respects to the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each holder as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon specified on the face of this Right Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in every particular, without alteration or enlargement or any change whatsoever. In Rule 17Ad-15 of the event the certification set forth above in the Form Securities Exchange Act of Assignment or the Form of Election to Purchase1934, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”amended). In addition, one Right will automatically attach to each share SIGNATURE GUARANTEE Name of Common Stock (subject to adjustment) that will become outstanding between the Record Date Firm: Address: Area Code and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).Number: Authorized Signature: Name: Title:
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Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face 76 Form of this Reverse Side of Right Certificate in every particular, without alteration or enlargement or any change whatsoever. -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION AMRESCO CAPITAL TRUST The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the Common Shares securities issuable upon the exercise of such Rights and requests that certificates for such Common Shares securities be issued in the name of: Please insert social security or other identifying number: number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: number (Please print name and address) The undersigned elects to purchase (check one) _______ Preferred Shares or ____ Common Shares of the Company. Dated: Signature: :_________________, ____ --------------------------------- Signature 77 Form of Reverse Side of Right Certificate -- continued Signature Guaranteed: Signatures must be guaranteed by a participant 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 a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficientUnited States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: ---------------------------------- Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE COMMON PREFERRED SHARES On October February 25, 20121999, the Board of Directors Trust Managers of AMRESCO CAPITAL TRUST (the “Board”"Company") of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common preferred share purchase right (a “"Right”") for each outstanding common share of common stockbeneficial interest, par value $1.00 0.01 per share (the “"Common Shares”"), of the Company outstanding Company. The dividend is payable on March 11, 1999 (or such earlier date as may be determined by the Board of Trust Managers of the Company) to all holders of record of Common Shares as of the close of business on December 1March 11, 2012 1999 (or such earlier date as may be determined by the Board of Trust Managers of the Company (the “"Record Date”"). In addition, Each Right entitles the registered holder to purchase from the Company one Right will automatically attach to each one-hundredth of a share of Common Stock the Series A Junior Participating Preferred Shares, par value $0.01 per share (the "Preferred Shares"), of the Company at a price of $37.50 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), ) between the Company and Computershare Shareowner Services LLC the Bank of New York, as Rights Agent (the “"Rights Agent”"). Until the earlier to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person"), other than any member of the AMRESCO Group, has acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Trust Managers of the Company prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by the certificates representing Common Shares with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and thereafter, such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 1, 2009 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. At any time following the Distribution Date relating to a Flip-In Event, Rights (other than Rights owned by an Acquiring Person and the Acquiring Person's affiliates and associates, which will have become void) may be exercised (subject to their earlier termination, expiration or exchange) to acquire, in lieu of Preferred Shares, at the then current Purchase Price of the Right, that number of Common Shares (or if there are insufficient Common Shares, Preferred Shares or fractions thereof) which at such time will have a market value of two times the Purchase Price of the Right. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment equal to the greater of (i) One Dollar and No/100 ($1.00) per share or (ii) 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share and each holder will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right (other than an Acquiring Person and the affiliates and associates of such Acquiring Person, whose Rights will have become void) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the Purchase Price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or the affiliates and associates of such Acquiring Persons (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the Purchase Price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Trust Managers of the Company may exchange the Rights (other than Rights owned by such 82 person or group and their respective affiliates and associates which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to or within 10 business days following the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the Board of Trust Managers of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Trust Managers of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Board of Trust Managers may supplement or amend the Rights Agreement without the approval of the holders of Rights. From and after such time as any person or group of affiliated or associated persons become an Acquiring Person, the Rights Agreement may not be amended in any manner which would adversely affect the interests of the holders of the Rights (other than the Acquiring Person or an affiliate or associated of an Acquiring Person). The terms of the Rights may not be amended to (i) reduce the Redemption Price (except as required by antidilution provisions) or (ii) provide for an earlier Final Expiration Date.
Appears in 1 contract
Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment and Certificate must correspond to Warrant Agent at one of the name as written upon the face following locations: By hand at: Corporate Stock Transfer, Inc. 3000 Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 By mail at: Corporate Stock Transfer, Inc. 3000 Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 The method of delivery of this Right Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To is at the option and risk of the exercising Holder and the delivery of this Warrant Certificate will be executed if holder desires deemed to exercise Rights represented be made only when actually received by the Right Certificate.Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects Name in which Warrant Shares are to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered if other than in the name of and delivered tothe Holder of this Warrant Certificate: Please insert social security or Address to which Warrant Shares are to be mailed if other identifying numberthan to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Please print Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, is to be registered if other than in the name of the Holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, is to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and addressState) (Zip Code) Dated: Signature: Signature Guaranteed: Signatures must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public an Eligible Guarantor Institution (as that term is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in Rule 17Ad-15 of the Rights AgreementSecurities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase_____________, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).20__
Appears in 1 contract
Samples: Warrant Agency Agreement (Ritter Pharmaceuticals Inc)
Signature. Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $__________,000 NOTICE: The signature to above signature(s) of the foregoing Assignment and Certificate Holder(s) hereof must correspond to with the name as written upon the face of this Right Certificate the Note in every particular, particular without alteration or enlargement or any change whatsoeverwhatever. Social Security or Other Taxpayer Identification Number ATTACHMENT 2 [FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: BRYN MAWR BANK CORPORATION Paying Agent The undersigned registered owner of this Note hereby irrevocably elects acknowledges receipt of a notice from UpHealth, Inc. (the “Company”) as to exercise Rights represented by this Right Certificate the occurrence of a Fundamental Change with respect to purchase the Common Shares issuable upon Company and specifying the exercise of such Rights Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that certificates for is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Common Shares be issued Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the name ofIndenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof repaid (each as defined in the Rights Agreement). Dated: Signatureif less than all): $__________,000 NOTICE: The signature in above signature(s) of the Form of Assignment or Form of Election to Purchase, as the case may be, Holder(s) hereof must conform to correspond with the name as written upon the face of this Right Certificate the Note in every particular, particular without alteration or enlargement or any change whatsoeverwhatever. In ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received _______________________ hereby sell(s), assign(s) and transfer(s) unto _______________________ (Please insert social security or Taxpayer Identification Number of assignee) the event within Note, and hereby irrevocably constitutes and appoints _______________________ attorney to transfer the certification set forth above said Note on the books of the Company, with full power of substitution in the Form of Assignment or premises. Dated: Signature(s) Signature Guarantee Signature(s) must 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 Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in 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 name of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each registered holder. NOTICE: The signature on the assignment must correspond with the name as defined in written upon the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), face of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth Note in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”)every particular without alteration or enlargement or any change whatever.
Appears in 1 contract
Samples: Indenture (UpHealth, Inc.)
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in a Medallion Signature Guarantee Program at an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the “Z” guarantee level. A notary public is not sufficientGeneral Rules and Regulations under the Securities Exchange Act of 1934, as in effect as of the date hereof. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B C SUMMARY OF RIGHTS TO PURCHASE COMMON PREFERRED SHARES On October January 25, 2012, the Board of Directors (the “BoardBoard of Directors”) of Bryn Mawr Bank Corporation Illumina, Inc. (the “Company”) authorized and directed the issuance, and declared a dividend of one common preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 0.01 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1February 6, 2012 (the “Record Date”). In addition, Each Right entitles the registered holder to purchase from the Company one Right will automatically attach to each one-thousandth of a share of Common Stock Series A Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company at a price of $275.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16January 26, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC Trust Company, N.A. as Rights Agent (the “Rights Agent”). Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates or to the registration of uncertificated Common Shares in the Company’s share register, if any, and no separate certificates evidencing the Rights (“Right Certificates”) will be issued. Separate Right Certificates will be mailed to holders of record of the Common Shares as soon as practicable after the close of business on the earlier to occur of (i) the tenth business day following a public announcement indicating that a person or group of affiliated or associated persons (with certain exceptions, an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the outstanding Common Shares (which includes for this purpose stock referenced in derivative transactions and securities) or (ii) the tenth business day (or such later date as the Board of Directors may determine prior to such time as any person or group becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the then outstanding Common Shares (the earlier of such dates being the “Distribution Date”). The Rights Agreement provides that, until the Distribution Date (or earlier expiration, redemption or exchange of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference, and the initial transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, if any, that are registered after the Record Date upon transfer or new issuance of such Common Shares will also contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares, or the registration of transfer of ownership in the Company’s share register with respect to uncertificated Common Shares outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate or registration. The Rights are not exercisable until the Distribution Date. The Rights will expire on January 26, 2017 (the “Final Expiration Date”), unless the Final Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. Flip-In If a person or group becomes an Acquiring Person (with certain limited exceptions), each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at an exercise price of $275.00 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $550.00 worth of Common Shares (or other consideration, as noted above) for $275.00. Assuming a value of $55.00 per Common Share at such time, the holder of each valid Right would be entitled to purchase ten Common Shares for $275.00.
Appears in 1 contract
Samples: Rights Agreement (Illumina Inc)
Signature. The signature to the foregoing Assignment and Certificate (Signature must correspond to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed Signature must be signature guaranteed by a Schedule 1 Canadian chartered bank, a Canadian major trust company or a member firm of a recognized Medallion Signature Guarantee Program. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented completed by the Right Certificate.assignor if true) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies and represents, for the benefit of the Corporation and all holders of the Rights and Shares, that the Rights evidenced by this Right Rights Certificate are not beneficially and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or by an Affiliate or Associate thereof of an Acquiring Person or any other Person acting jointly or in concert with any of the foregoing (each as such terms are defined in the Rights Agreement). Dated: Signature: The Signature (Please print name below signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. NOTICE In the event that the certification certificate set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, Exercise is not completed, the Company and the Rights Agent will Corporation shall deem the beneficial owner Beneficial Owner of the Rights evidenced represented by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and, accordingly, such Rights shall be null and void. No Rights Certificate shall be issued in exchange for a Rights Certificate owned or deemed to have been owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person, or any other Person acting jointly or in concert with an Acquiring Person, or any Associate or Affiliate of such Assignment or Election to Purchase will not be honoredother Person. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, Capitalized terms shall have the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth meaning ascribed thereto in the Rights Agreement. Certificat n° Droits LES DROITS PEUVENT ÊTRE RACHETÉS, dated November 16AU XXX XX XX XXXXXXX, 2012 XXXXX XXX XXXXXXXXX XXXXXXXXX DANS LA CONVENTION VISANT UN RÉGIME DE DROITS DE SOUSCRIPTION DES ACTIONNAIRES MODIFIÉE ET MISE À JOUR. DANS CERTAINES CIRCONSTANCES (the PRÉCISÉES À L’ALINÉA 3.1(b) DE CETTE CONVENTION), LES DROITS DÉTENUS EN PROPRIÉTÉ EFFECTIVE PAR UNE PERSONNE FAISANT UNE ACQUISITION, CERTAINES PARTIES APPARENTÉES À UNE PERSONNE FAISANT UNE ACQUI- SITION OU LE CESSIONNAIRE D’UNE PERSONNE FAISANT UNE ACQUISITION OU D’UNE DE CES PARTIES APPARENTÉES DEVIENDRONT NULS SANS AUTRE FORMALITÉ. Certificat de Droits Les présentes attestent que · est le porteur inscrit du nombre de Droits indiqué ci-dessus, dont chacun permet au porteur inscrit des Droits, sous réserve des modalités, dispositions et conditions de la convention visant un régime de droits de souscription des actionnaires modifiée et mise à jour qui a été passée en date du 8 mai 2019 entre Aeterna Zentaris Inc., une société existant en vertu des xxxx du Canada (“Rights AgreementSociété”) et la Société de fiducie Computershare du Canada, société de fiducie constituée en vertu des xxxx du Canada, en qualité d’agent des Droits (“agent des Droits”), between the Company and Computershare Shareowner Services LLC as Rights Agent terme qui comprend tout successeur de l’agent des Droits conformément à la convention visant les Droits, comme cette convention peut de temps à autre être modifiée, mise à jour ou remplacée (the “Rights Agent”« convention visant les Droits »), d’acheter auprès de la Société, en tout temps après l’heure de séparation et avant l’heure d’expiration (selon la définition de ces termes dans la convention visant les Droits) une action (selon la définition de ce terme dans la convention visant les Droits) entièrement libérée au prix d’exercice indiqué ci-dessous, sur présentation et remise du présent certificat de Droits, accompagné du formulaire de choix d’exercice adéquatement rempli et dûment signé, à l’agent des Droits à son bureau principal de Montréal. Tant qu’il ne sera pas ajusté dans certaines circonstances prévues dans la convention visant les Droits, le prix d’exercice pour chaque Droit sera un montant total en dollars égal au cours du marché (selon la définition de ce terme dans la convention visant les Droits) par action (déterminé à l’heure de séparation) multiplié par cinq (5) (payable par chèque certifié, traite bancaire ou mandat-poste établi à l’ordre de l’agent des Droits ou par virement électronique à un compte désigné par l’agent des Droits). Le nombre d’actions pouvant être acheté pour le prix d’exercice peut faire l’objet d’ajustements comme le stipule la convention visant les Droits. Dans certaines circonstances décrites dans la convention de droits de souscription, chaque droit de souscription attesté par les présentes peut permettre au porteur inscrit de celui-ci d’acheter ou de recevoir des titres de la Société autres que des actions ordinaires, ou plus ou moins qu’une action ordinaire, le tout comme il est prévu dans la convention de droits de souscription. Le présent certificat de Droits est assujetti à toutes les modalités, dispositions et conditions de la convention visant les Droits, lesquelles sont intégrées dans les présentes par renvoi et en font partie intégrante, convention à laquelle il est fait renvoi par les présentes pour la description complète des droits, restrictions des droits, obligations, fonctions et immunités qu’elle confère à l’agent des Droits, à la Société et aux porteurs des certificats de Droits. Des copies de la convention visant les Droits sont conservées au siège social de la Société et peuvent être obtenues sur demande écrite. Le présent certificat de Droits, avec ou sans autres certificats de Droits, peut, sur remise au bureau principal de l’agent des Droits à Montréal, être échangé contre un ou plusieurs autres certificats de Droits de la même teneur attestant un nombre global de Droits égal au nombre global des Droits attestés par le ou les certificats de Droits remis. Si le présent certificat de Droits est exercé en partie, le porteur inscrit aura le droit de recevoir, sur remise de celui-ci, un ou plusieurs autres certificats de Droits représentant le nombre de Droits entiers qui n’auront pas été exercés. Sous réserve des dispositions de la convention visant les Droits, les Droits attestés par le présent certificat de Droits peuvent être rachetés par la Société au prix de rachat de 0,00001 $ par Droit, sous réserve d’ajustements dans certaines circonstances. Aucune fraction d’action ne sera émise au moment de l’exercice d’un ou de plusieurs Droits attestés par les présentes mais, en remplacement de celle-ci, un paiement comptant sera effectué comme le prévoit la convention visant les Droits. Aucun porteur du présent certificat de Droits, en tant que tel, ne sera habile à voter ou à recevoir des dividendes ni ne sera réputé à quelque fin que ce soit être le porteur d’actions ou d’autres titres pouvant être émissibles à un moment quelconque au moment de l’exercice du présent certificat, et aucune disposition de la convention visant les Droits ou du présent certificat ne xxxxx être interprétée comme conférant au porteur du présent certificat, en tant que tel, l’un quelconque des droits d’un actionnaire de la Société ni le droit de voter en vue de l’élection d’administrateurs ou à l’égard de toute question soumise aux actionnaires à une assemblée de ceux-ci, ni le droit d’approuver ou de s’abstenir d’approuver toute mesure prise par la Société, ni le droit de recevoir l’avis de convocation à quelque assemblée des actionnaires que ce soit ou un avis des autres mesures visant les actionnaires de la Société (sauf comme le prévoit la convention visant les Droits), ni le droit de recevoir des dividendes ou des droits de souscription ni quelque autre droit, et ce, tant que les Droits attestés par le présent certificat de Droits n’auront pas été exercés comme le prévoit la convention visant les Droits. Le présent certificat de Droits n’est pas valide à quelque fin que ce soit tant qu’il n’a pas été contresigné par l’agent des Droits. EN FOI DE QUOI le fac-similé de la signature des dirigeants appropriés de la Société a été apposé sur le présent certificat de Droits. Date : AETERNA ZENTARIS INC. Par : Par : Contresignature: SOCIETE DE FIDUCIE COMPUTERSHARE DU CANADA dans Ia ville de Montreal Par: FORMULAIRE DE CHOIX D’EXERCICE Par les présentes, le soussigné choisit irrévocablement d’exercer Droits entiers attestés par le présent certificat de Droits en vue de l’achat des actions ou autres titres, s’il en est, émissibles au moment de l’exercice de ces Droits et demande que les certificats attestant ces titres soient émis au nom de la personne suivante et lui soient livrés : Nom Adresse Ville et province Numéro d’assurance sociale ou autre numéro d’identification du contribuable Si ce nombre de Droits ne constitue pas la totalité des Droits attestés par le présent certificat de Droits, un nouveau certificat de Droits attestant le reste de ces Droits sera immatriculé au nom de la personne suivante et lui sera livre : Nom Adresse Ville et province Numéro d’assurance sociale ou autre numéro d’identification du contribuable Date: Signature (La signature doit correspondre en tous points au nom apparaissant au recto du présent certificat de Droits, sans modification, ajout ni changement d’aucune sorte.) (Signature avalisée) La signature doit être avalisée par une banque à charte canadienne de l’annexe 1, une grande société de fiducie canadienne ou une firme membre d’un programme Medallion Signature Guarantee reconnu.
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Samples: Shareholder Rights Plan Agreement (Aeterna Zentaris Inc.)
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit EXHIBIT B UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25April 11, 20122013, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation Global Income Fund, Inc. (the “Company”) authorized and directed the issuance, and declared adopted a resolution declaring a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 .01 per share (the “Common Shares”), of the Company outstanding as of the close of business Company. The dividend is payable on December 1April 12, 2012 2013 (the “Record Date”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one (1) Common Share at a price equal to the aggregate par value of such Common Shares (the “Purchase Price”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the a Rights AgreementAgreement dated as of April 12, dated November 16, 2012 2013 (the “Rights Agreement”), ) between the Company and Computershare Shareowner Services LLC American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
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Signature. The signature to (Sign exactly as your name appears on the foregoing Assignment and Certificate must correspond to the name as written upon the face other side of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM Preferred Stock Certificate) Signature Guarantee: EXHIBIT B NOTICE OF ELECTION TO PURCHASE CONVERSION (To be executed if holder desires to exercise Rights represented Executed by the Right Certificate.Holder in order to Convert the Preferred Stock) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors convert (the “BoardConversion”) shares of Series B Convertible Preferred Stock (the “Preferred Stock”), represented by stock certificate No.(s) . (the “Preferred Stock Certificates”) into shares of common stock (“Common Stock”) of Bryn Mawr Bank Corporation Chaparral Energy, Inc. (the “Company”) authorized and directed according to the issuance, and declared a dividend conditions of one common share purchase right (a “Right”) for each outstanding share the Certificate of common stock, par value $1.00 per share Designation of the Preferred Stock (the “Common SharesCertificate of Designation”), of the Company outstanding as of the close date written below. If shares are to be issued in the name of business on December 1a person other than the undersigned, 2012 the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith the Preferred Stock Certificates. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. A copy of each Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof). The undersigned represents and warrants that all offers and sales by the undersigned of the shares of Common Stock issuable to the undersigned upon conversion of the Preferred Stock shall be made pursuant to registration of the Common Stock under the Securities Act of 1933 (the “Record DateAct”), or pursuant to any exemption from registration under the Act. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Certificate of Designation. Date of Conversion: Applicable Conversion Price: Number of shares of Preferred Stock to be Converted: Signature: Name: Address:** Fax No.: * The Company shall issue and deliver shares of Common Stock to an overnight courier not later than three business days following receipt of this notice. **Address where shares of Common Stock and any other payments or certificates shall be sent by the Company. EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF PREFERRED STOCK Re: Series B Convertible Preferred Stock (the “Preferred Stock”) of Chaparral Energy, Inc. (the “Company”) This Certificate relates to shares of Preferred Stock held by (the “Transferor”). The Transferor has requested the Company by written order to exchange or register the transfer of Preferred Stock. In addition, one Right will automatically attach to each share connection with such request and in respect of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Datesuch Preferred Stock, the Redemption Date Transferor does hereby certify that the Transferor is familiar with the Certificate of Designation relating to the above-captioned Preferred Stock and that the Final Expiration Date (each, as defined below). The description and terms transfer of this Preferred Stock does not require registration under the Rights are set forth in the Rights Agreement, dated November 16, 2012 Securities Act of 1933 (the “Rights AgreementSecurities Act”), between ) because: o Such Preferred Stock is being acquired for the Company Transferor’s own account without transfer. o Such Preferred Stock is being transferred to the Company. o Such Preferred Stock is being transferred in reliance on and Computershare Shareowner Services LLC as Rights Agent in compliance with an exemption from the registration requirements of the Securities Act. (the “Rights Agent”)INSERT NAME OF TRANSFEROR] by: Date: Please check applicable box.
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Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand at: By mail at: The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate. If Warrant Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 200___ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, _________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO ________________________________________________________ __________________________________ _______________________________________ (Please print name of: and address (Please insert social security or including zip code of assignee) other identifying number: (Please print name and address) If such number of Rights shall not be assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature (Signature must conform in all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in respects to the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each holder as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon specified on the face of this Right Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in every particular, without alteration or enlargement or any change whatsoever. In Rule 17Ad-15 of the event the certification set forth above in the Form Securities Exchange Act of Assignment or the Form of Election to Purchase1934, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”amended). In additionSIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).200___
Appears in 1 contract
Samples: Warrant Agency Agreement (Intercloud Systems, Inc.)
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face signatory of this Right Certificate Bidder Cover sheet is a duly authorized representative of the Bidder, has been authorized by Bidder to make all a representations, attestations, and certifications contained in every particularthis bid document and all Addenda, without alteration or enlargement or any change whatsoeverif any, issued, and to execute this Bid document on behalf of Bidder. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by By signature below, the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned Authorized Representative hereby irrevocably elects to exercise Rights represented by certifies on behalf of Bidder that all contents of this Right Certificate to purchase Bidder Cover sheet and the Common Shares issuable upon the exercise of such Rights submitted Bid are truthful, complete and requests that certificates for such Common Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficientaccurate. The undersigned hereby certifies that Authorized Representative further agrees to have knowledge regarding Xxxxxx’s payment of taxes, and to the Rights evidenced best of the Authorized Representative’s knowledge, Bidder is not in violation of any change to the Bidder’s status of tax law compliance. Failure to provide information required by this Right Certificate are not beneficially owned the RFQ may ultimately result in rejection of the Bid. THIS COVER PAGE MAY NOT BE ALTERED. THIS COVER PAGE MUST BE SIGNED IN BLUE OR BLACK INK BY AN AUTHORIZED REPRESENTATIVE OF THE BIDDER. Authorized Signature: Print Name: Title: ATTACHMENT 3 DEQ LOGO This is the DEQ Logo which will be imprinted in a single color (to be chosen by an Acquiring Person DEQ) on the digital thermometers or an Affiliate or Associate thereof (each thermometer cases. Logo may be reduced in size as defined needed to fit in the Rights allotted space. Note to Bidders: Attachment A is the Sample Price Agreement. Sections highlighted in yellow will be completed after award and prior to signing. STATE OF OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY INVITATION TO BID (RFQ). Dated: Signature: The signature in # XXXX <TITLE> Attachment A—Sample Price Agreement This Price Agreement is between the Form State of Assignment Oregon, acting by and through its Department of Environmental Quality, hereafter called Agency or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuanceDEQ, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (hereafter called Contractor. Contractor shall provide the “Common Shares”), of goods and services shown in Exhibit A – Specifications at the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are Prices set forth in the Rights this Price Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).. CONTRACTOR DATA DEQ DATA Contract Administrator: Contract Administrator: Organization: Agency: Department of Environmental Quality Address: Phone: Fax: Phone: Fax: Email: Email:
Appears in 1 contract
Samples: Sample Price Agreement
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Signature Guaranteed: Signatures must be guaranteed by a participant 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 a Medallion Signature Guarantee Program at the “Z” guarantee levelUnited States. A notary public is not sufficient. Certificate The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated: Signature: Signature The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON PREFERRED SHARES On October 25[•], 20122005, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation Lakers Holding Corp. (the “Company”) authorized and directed declared the issuance, and declared a dividend issuance of one common preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 .01 per share (the “Common Shares”), of the Company outstanding as to be issued in the distribution of the close of business on December 1Common Shares effective [•], 2012 2005 (the “Record Date”), as such distribution is described in the Registration Statement on Form S-4 (File No. In addition, 333-119929) dated [•] (the “Transaction”). Each Right entitles the registered holder to purchase from the Company one Right will automatically attach to each one-thousandth of a share of Common Series A Junior Participating Preferred Stock of the Company, par value $.01 per share (the “Preferred Shares”), at a price of $35 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the a Rights Agreement, dated November 16, 2012 Agreement (the “Rights Agreement”), ) between the Company and Computershare Shareowner Services LLC National City Bank as Rights Agent (the “Rights Agent”). Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates and no separate Rights certificates will be issued. Separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of the tenth day (or such other date as the Board of Directors of the Company shall determine) after (i) a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being the “Distribution Date”). The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. The Rights are not exercisable until the Distribution Date. The Rights will expire on May 7, 2009 (the “Expiration Date”), unless the Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. Flip-In If a person or group becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at an exercise price of $50.00 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $100.00 worth of Common Shares (or other consideration, as noted above) for $50.00. Assuming a value of $25.00 per Common Share at such time, the holder of each valid Right would be entitled to purchase four Common Shares for $50.00. Flip-Over In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right.
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Signature. The signature to the foregoing Assignment and Certificate (Signature must correspond to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian Schedule 1 chartered bank, a major Canadian trust company, a member of a recognized stock exchange or a member of a recognized Medallion Program (STAMP, MSP or SEMP). (To be completed if true) The undersigned hereby represents, 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 thereof or by any Person acting jointly or in concert with any of the foregoing (all capitalized terms are used as defined in the Rights Agreement). Dated: 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.) NOTICE In the event the certification set forth above in the Form of Election to Exercise is not completed upon exercise of the Right(s) evidenced hereby or in the event that the certification set forth above in the Form of Assignment is not completed upon the assignment of the Right(s) evidenced hereby, the Corporation will deem the Beneficial Owner of the Right(s) evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with any of them (each as defined in the Rights Agreement) and, in the case of an assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights Certificate. (To be attached to each Rights Certificate) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) ToEXERCISE TO: BRYN MAWR BANK OPEN TEXT CORPORATION The undersigned hereby irrevocably elects to exercise ______________________ whole Rights represented by this Right the attached Rights Certificate to purchase the Common Shares (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares shares (or other, securities or title to such property) be issued in the name of: Please insert social security (Name) (Street) (City and State or other identifying number: Province) (Please print name and addressCountry, Postal Code or Zip Code) SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER If such number of Rights shall not be all the Rights evidenced by this Right Rights Certificate, a new Right Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security (Name) (Street) (City and State or other identifying number: Province) (Please print name and addressCountry, Postal Code or Zip Code) SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER Dated: Signature: (Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election correspond to Purchase, as the case may be, must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian Schedule 1 chartered bank, a major Canadian trust company, a member of a recognized stock exchange or a member of a recognized Medallion Program (STAMP, MSP or SEMP). In (To be completed if true) The undersigned hereby represents, for the event the certification set forth above in the Form benefit of Assignment or the Form all holders of Election to PurchaseRights and Common Shares, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of that the Rights evidenced by this Right Rights Certificate are not, and, to be the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (each all capitalized terms are used as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).Dated: Signature:
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
Signature. By signing this form, I acknowledge that I have read and understood the Tax Withholding instructions and Xxxxxxxx is not responsible for determining the appropriateness of the distribution and withholding election. Also, my federal, state, and nonresident alien income tax withholding election is applicable to any subsequent scheduled distributions, until I revoke the election under the procedure established by the Custodian. Power of Attorney (Please read carefully) If you are signing this form as an active Attorney-In-Fact for the account owner, you are hereby attesting that you have no knowledge of any act pursuant to said Power of Attorney or have received actual notice of the revocation or termination of said Power of Attorney by death, disability, or otherwise, or notice of any facts indicating same. That you agree that you will notify the introducing financial institution of the principal’s death, of any termination or revocation of the Power of Attorney, and/or modification of the Power of Attorney; you also agree that, if the Power of Attorney is not durable, then you will notify the introducing financial institution of any incapacity of the principal that would render the Power of Attorney void. The signature Power of Attorney is in full force and effect. TRADITIONAL IRA, SEP, SIMPLE, AND XXXX XXX FEDERAL AND STATE INCOME TAX WITHHOLDING INSTRUCTIONS In most cases, federal and state income tax law requires that we withhold tax from your distribution. You can submit your elections by completing Section III D of your IRA Distribution Request Form and following the chart below. If you do not make an election, we will automatically withhold as follows: FEDERAL: 10 percent of your gross distribution. STATE: Based on your residency as outlined below. IF YOUR STATE OF RESIDENCE IS: STATE INCOME TAX WITHHOLDING REQUIREMENTS AND ELECTIONS AK, FL, HI, NH, NV, SD, TN, TX, WA, WY STATE INCOME TAX WITHHOLDING IS NOT REQUIRED State income tax withholding is not required for residents of these states. We will not withhold state income tax from your distribution if you reside in these states. AL, AZ, CO, CT, DC, GA, ID, IL, IN, KY, LA, MD, MI, MN, MO, MS, MT, ND, NJ, NM, NY, OH, PA, RI, SC, UT, VA, WI, WV VOLUNTARY STATE INCOME TAX WITHHOLDING We will withhold state income tax only if you instruct us to do so. If you want state income taxes to be withheld, you must indicate the amount or percentage. NOTE: We require tax withholding amounts to be requested in whole dollars for the following states: Colorado, Connecticut, Missouri, and New Jersey. DE, IA, KS, MA, ME, NE, OK MANDATORY STATE INCOME TAX WITHHOLDING WHEN FEDERAL INCOME TAX IS WITHHELD We will withhold state income tax according to the foregoing Assignment and Certificate must correspond rates below when federal income tax is withheld from your distribution: DELAWARE, IOWA, KANSAS, MAINE, NEBRASKA, AND OKLAHOMA 5.00% OF GROSS DISTRIBUTION MASSACHUSETTS 5.30% OF GROSS DISTRIBUTION If you have elected not to withhold federal income tax, but request state income tax withholding, the following rules apply: DELAWARE, KANSAS, MAINE, MASSACHUSETTS, AND NEBRASKA SPECIFY A DOLLAR AMOUNT OR A PERCENTAGE IOWA AND OKLAHOMA 5.00% OR MORE OF GROSS DISTRIBUTION AR, CA, NC, OR, VT MANDATORY STATE INCOME TAX WITHHOLDING WHEN FEDERAL INCOME TAX IS WITHHELD We will withhold state income tax according to the name as written upon the face of this Right Certificate in every particularrates below whenever federal income tax is withheld from your distribution, without alteration unless you indicate otherwise: ARKANSAS 3.00% OF GROSS DISTRIBUTION CALIFORNIA 10.00% OF FEDERAL INCOME TAX WITHHELD NORTH CAROLINA 4.00% OF GROSS DISTRIBUTION OREGON 9.00% OF GROSS DISTRIBUTION VERMONT 27.00% OF FEDERAL INCOME TAX WITHHELD If you want state income tax withholding at a different rate (or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”no state income tax withholding), check the box “Do not withhold state income tax” in Section III D 2 of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”)your IRA Distribution Request Form or specify a dollar amount or a percentage to indicate your state income tax withholding election. In addition, one Right will automatically attach to each share of Common Stock (Rates are subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Datechange without notice. Keep this page for your records. TAXGRID IRA 09-10 CLEAR FORM IRA DISTRIBUTION REQUEST PLEASE READ THE ATTACHED INSTRUCTIONS USE OF THIS FORM WILL RESULT IN A REPORTABLE DISTRIBUTION TO THE INTERNAL REVENUE SERVICE AND STATE TAX AUTHORITIES, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”)AS REQUIRED.
Appears in 1 contract
Samples: Ach Authorization Agreement
Signature. The signature If shares are to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please insert social security Name Name Address Address Social Security or other identifying numberTaxpayer Identification Number, if any DTC Participant DTC Participant Number Signature Guarantee: (Please print name and address) Dated: SignatureDate: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Purchase Contract Agent Signature of Signature Guarantee Program at ELECTION TO SETTLE EARLY The undersigned Holder of this Purchase Contract hereby irrevocably exercises the “Z” guarantee level. A notary public is not sufficientoption to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby certifies that as to which Early Settlement is not effected, to the Rights undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature DTC Participant DTC Participant Number Signature Guarantee: Date: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Purchase Contract Agent Signature of Signature Guarantee Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: Name Address REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A* SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this Right Certificate are not beneficially owned by certificate is [ ]. The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract Agent * Include only if a Global Purchase Contract. XXXXXXXXXX 0 XXXXXX XXXXXX HEALTH INCORPORATED 2.75% SENIOR AMORTIZING NOTES DUE 2023 CUSIP No.: 28414H AK9 ISIN No.: US28414HAK95 No. [ ] [Initial]* Number of Notes: [ ] ELANCO ANIMAL HEALTH INCORPORATED, an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation Indiana corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to [Deutsche Bank Trust CompanyAmericas, as attorney-in-fact of holder(s) authorized and directed of the issuanceUnits of which this Note forms a part]* [ ]**, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share or registered assigns (the “Common SharesHolder”), the initial principal amount of $7.2007 for each of the Company outstanding number of Notes set forth above[, which number of Notes may from time to time be reduced or increased as set forth in Schedule A hereto, as appropriate, in accordance with the terms of the Indenture]*, in equal quarterly installments (except for the first such payment) (each such payment, an “Installment Payment”), constituting a payment of interest (at a rate of 2.75% per annum) and a partial repayment of principal, payable on each February 1, May 1, August 1 and November 1, commencing on May 1, 2020 (each such date, an “Installment Payment Date”, and the period from, and including, January 27, 2020 to, but excluding, the first Installment Payment Date and thereafter each quarterly period from, and including, the immediately preceding Installment Payment Date to, but excluding, the relevant Installment Payment Date, an “Installment Payment Period”) with the final Installment Payment due and payable on February 1, 2023, all as set forth on the reverse hereof and in the Indenture referred to on the reverse hereof. To the extent that payment of interest shall be legally enforceable, interest shall accrue and be payable on any overdue Installment Payments or principal at a rate of 2.75% per annum. Each Installment Payment for any Installment Payment Period shall be computed on the basis of a 360-day year of twelve 30-day months. If an Installment Payment is payable for any period shorter or longer than a full Installment Payment Period, such Installment Payment shall be computed on the basis of the actual number of days elapsed per 30-day month. Furthermore, if any date on which an Installment Payment is payable is not a Business Day, then payment of the Installment Payment on such date shall be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. Installment Payments shall be paid to the Person in whose name the Note is registered, with limited exceptions as provided in the Indenture, at the close of business on December 1January 15, 2012 April 15, July 15 and October 15 immediately preceding the relevant Installment Payment Date, as applicable (the each, a “Regular Record Date”). In additionInstallment Payments shall be payable (x) in the case of any Certificated Note, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between at the Record Date and the earliest office or agency of the Distribution DateCompany maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of Installment * Include only if a Global Note. ** Include only if not a Global Note. Payments may be made at the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms option of the Rights are Company by check mailed to the registered Holder at such address as shall appear in the Security Register or (y) in the case of any Global Note, by wire transfer in immediately available funds to the account of the Depository or its nominee or otherwise in accordance with applicable procedures of the Depository. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been manually signed by or on behalf of the Trustee. Reference is hereby made to the further provisions of this Note set forth in on the Rights Agreementreverse hereof, dated November 16, 2012 (which further provisions shall for all purposes have the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC same effect as Rights Agent (the “Rights Agent”)if set forth at this place.
Appears in 1 contract
Samples: Purchase Contract Agreement (Elanco Animal Health Inc)
Signature. The signature This Warrant may only be exercised by presentation to the foregoing Assignment Warrant Agent at one of the following locations: By hand at: [ ] By mail at: [ ] The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Shares and/or Warrant Certificates) Name in which Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: (Street Address) (City and State) (Zip Code) Dated: Signature Signature must correspond conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate. If Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires are to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: , 20 ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, hereby sell(s), assign(s) and Transfer(s) unto (Please print name of: and address including zip code of assignee) (Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be assignee) the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: Signature Signature must conform in all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in respects to the name of and the holder as specified on the face of this Warrant Certificate. If Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to: Please insert social security or to an address other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public an Eligible Guarantor Institution (as that term is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in Rule 17Ad-15 of the Rights AgreementSecurities Exchange Act of 1934, as amended). SIGNATURE GUARANTEE Name of Firm Address Area Code and Number Authorized Signature Name Title Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. 20 QuickLinks Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”).4.4
Appears in 1 contract
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in a Medallion Signature Guarantee Program at an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the “Z” guarantee level. A notary public is not sufficientGeneral Rules and Regulations under the Securities Exchange Act of 1934, as in effect as of the date hereof. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B C SUMMARY OF RIGHTS TO PURCHASE COMMON PREFERRED SHARES On October 25September 6, 20122011, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation Central European Distribution Corporation, a Delaware corporation (the “Company”) ), authorized and directed the issuance, and declared a dividend of one common preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 0.01 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1September 19, 2012 2011 (the “Record Date”). In addition, Each Right entitles the registered holder to purchase from the Company one Right will automatically attach to each one-thousandth of a share of Common Series A Junior Participating Preferred Stock of the Company, par value $0.01 per share (the “Preferred Shares”), at a price of $45.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the a Rights Agreement, dated November 16, 2012 Agreement (the “Rights Agreement”), ) between the Company and Computershare Shareowner Services LLC American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”), dated as of September 6, 2011. Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates or to the registration of uncertificated Common Shares in the Company’s share register, if any, and no separate certificates evidencing the Rights (the “Right Certificates”) will be issued. Separate Rights Certificates will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of (i) the tenth business day following a public announcement or disclosure indicating that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10% or more of the outstanding Common Shares or (ii) the tenth business day (or such later date as the Board of Directors may determine prior to such time as any person or group becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 10% or more of the then outstanding Common Shares (the earlier of such dates being the “Distribution Date”). The Rights Agreement provides that, until the Distribution Date (or earlier expiration, redemption or exchange of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference, and the initial transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, if any, that are registered after the Record Date upon transfer or new issuance of such Common Shares will also contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares, or the registration of transfer of ownership in the Company’s share register with respect to uncertificated Common Shares, outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate or registration. The Rights are not exercisable until the Distribution Date. The Rights will expire on September 6, 2021 (the “Expiration Date”), unless the Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.
Appears in 1 contract
Samples: Rights Agreement (Central European Distribution Corp)
Signature. The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in a Medallion Signature Guarantee Program at an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the “Z” guarantee level. A notary public is not sufficientGeneral Rules and Regulations under the Securities Exchange Act of 1934, as in effect as of the date hereof. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25March 1, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation COMPUTER SOFTWARE INNOVATIONS, INC. (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, $0.001 par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1March 6, 2012 2012, (the “Record Date”). Each Right entitles the registered holder to purchase from the Company (one) Common Share of the Company (or in certain circumstances a similar security, cash or other assets of the Company), at a purchase price of $3.00 per Common Share (the “Purchase Price”), subject to adjustment. In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16March 5, 2012 2012, (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC Continental Stock Transfer & Trust Company as Rights Agent (the “Rights Agent”).
Appears in 1 contract
Samples: Rights Agreement (Computer Software Innovations, Inc.)
Signature. The signature to (Sign exactly as your name appears on the foregoing Assignment and Certificate must correspond to the name as written upon the face other side of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Capital Security Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and addresssignature(s) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must 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-15.1 EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON OTHER THAN AS SET FORTH IN THE TRUST AGREEMENT (AS DEFINED BELOW) Certificate Number: Number of Common Securities Certificate Evidencing Common Securities of JPMorgan Chase Capital [ ] [ ]% Common Securities (Liquidation Amount $[ ] per Common Security) JPMorgan Chase Capital [ ], a participant in a Medallion Signature Guarantee Program at statutory trust created under the laws of the State of Delaware (the “Z” guarantee level. A notary public is not sufficient. The undersigned Trust”), hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors JPMorgan Chase & Co. (the “BoardHolder”) is the registered owner of Bryn Mawr Bank Corporation [ ] common securities of the Trust representing beneficial ownership interests of the Trust and designated the [ %] Common Securities (the “Company”Liquidation Amount $[ ] per Common Security) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding as of the close of business on December 1, 2012 (the “Record DateSecurities”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest Except as provided in Section 5.10 of the Distribution Date, the Redemption Date and the Final Expiration Date Trust Agreement (each, as defined below). The description and terms of , the Rights Common Securities are not transferable and, to the fullest extent permitted by law, any attempted transfer hereof shall be void, except as set forth in the Rights Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated November 16as of [ , 2012 20 ], as the same may be amended from time to time (the “Rights Trust Agreement”), between including the Company designation of the terms of the Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and Computershare Shareowner Services LLC as Rights Agent is entitled to the benefits thereunder and by acceptance hereof agrees to the provisions of (i) the Guarantee Agreement entered into by JPMorgan Chase & Co., a Delaware corporation (“Rights AgentJPMorgan Chase”), and The Bank of New York, a New York banking corporation (“The Bank of New York”), as guarantee trustee, dated as of [ , 20 ], as amended from time to time and (ii) the Indenture entered into by JPMorgan Chase and The Bank of New York, as trustee, dated as of December 1, 1996 as amended or supplemented from time to time. This certificate shall be governed by and construed in accordance with the laws of the State of Delaware.
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Signature. By signing this form, I acknowledge that I have read and understood the Tax Withholding instructions and Xxxxxxxx is not responsible for determining the appropriateness of the distribution and withholding election. Also, my federal, state, and nonresident alien income tax withholding election is applicable to any subsequent scheduled distributions, until I revoke the election under the procedure established by the Custodian. Power of Attorney (Please read carefully) If you are signing this form as an active Attorney-In-Fact for the account owner, you are hereby attesting that you have no knowledge of any act pursuant to said Power of Attorney or have received actual notice of the revocation or termination of said Power of Attorney by death, disability, or otherwise, or notice of any facts indicating same. That you agree that you will notify the introducing financial institution of the principal’s death, of any termination or revocation of the Power of Attorney, and/or modification of the Power of Attorney; you also agree that, if the Power of Attorney is not durable, then you will notify the introducing financial institution of any incapacity of the principal that would render the Power of Attorney void. The signature Power of Attorney is in full force and effect. TRADITIONAL IRA, SEP, SIMPLE, AND XXXX XXX FEDERAL AND STATE INCOME TAX WITHHOLDING INSTRUCTIONS In most cases, federal and state income tax law requires that we withhold tax from your distribution. You can submit your elections by completing Section III D of your IRA Distribution Request Form and following the chart below. If you do not make an election, we will automatically withhold as follows: FEDERAL: 10 percent of your gross distribution. STATE: Based on your residency as outlined below. IF YOUR STATE OF RESIDENCE IS: STATE INCOME TAX WITHHOLDING REQUIREMENTS AND ELECTIONS AK, FL, HI, NH, NV, SD, TN, TX, WA, WY STATE INCOME TAX WITHHOLDING IS NOT REQUIRED State income tax withholding is not required for residents of these states. We will not withhold state income tax from your distribution if you reside in these states. AL, AZ, CO, CT, DC, GA, ID, IL, IN, KY, LA, MD, MI, MN, MO, MS, MT, ND, NJ, NM, NY, OH, PA, RI, SC, UT, VA, WI, WV VOLUNTARY STATE INCOME TAX WITHHOLDING We will withhold state income tax only if you instruct us to do so. If you want state income taxes to be withheld, you must indicate the amount or percentage. NOTE: We require tax withholding amounts to be requested in whole dollars for the following states: Colorado, Connecticut, Missouri, and New Jersey. DE, IA, KS, MA, ME, NE, OK MANDATORY STATE INCOME TAX WITHHOLDING WHEN FEDERAL INCOME TAX IS WITHHELD We will withhold state income tax according to the foregoing Assignment and Certificate must correspond rates below when federal income tax is withheld from your distribution: DELAWARE, IOWA, KANSAS, MAINE, NEBRASKA, AND OKLAHOMA 5.00 OF GROSS DISTRIBUTION MASSACHUSETTS 5.30 OF GROSS DISTRIBUTION If you have elected not to withhold federal income tax, but request state income tax withholding, the following rules apply: DELAWARE, KANSAS, MAINE, MASSACHUSETTS, AND NEBRASKA SPECIFY A DOLLAR AMOUNT OR A PERCENTAGE IOWA AND OKLAHOMA 5.00 OR MORE OF GROSS DISTRIBUTION AR, CA, NC, OR, VT MANDATORY STATE INCOME TAX WITHHOLDING WHEN FEDERAL INCOME TAX IS WITHHELD We will withhold state income tax according to the name as written upon the face of this Right Certificate in every particularrates below whenever federal income tax is withheld from your distribution, without alteration unless you indicate otherwise: ARKANSAS 3.00 OF GROSS DISTRIBUTION CALIFORNIA 10.00 OF FEDERAL INCOME TAX WITHHELD NORTH CAROLINA 4.00 OF GROSS DISTRIBUTION OREGON 9.00 OF GROSS DISTRIBUTION VERMONT 27.00 OF FEDERAL INCOME TAX WITHHELD If you want state income tax withholding at a different rate (or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: BRYN MAWR BANK CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right 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: Please insert social security or other identifying number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at the “Z” guarantee level. A notary public is not sufficient. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). Dated: Signature: The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On October 25, 2012, the Board of Directors (the “Board”) of Bryn Mawr Bank Corporation (the “Company”) authorized and directed the issuance, and declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share (the “Common Shares”no state income tax withholding), check the box “Do not withhold state income tax” in Section III D 2 of the Company outstanding as of the close of business on December 1, 2012 (the “Record Date”)your IRA Distribution Request Form or specify a dollar amount or a percentage to indicate your state income tax withholding election. In addition, one Right will automatically attach to each share of Common Stock (Rates are subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Datechange without notice. Keep this page for your records. TAXGRID IRA 09-10 CLEAR FORM IRA DISTRIBUTION REQUEST PLEASE READ THE ATTACHED INSTRUCTIONS USE OF THIS FORM WILL RESULT IN A REPORTABLE DISTRIBUTION TO THE INTERNAL REVENUE SERVICE AND STATE TAX AUTHORITIES, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in the Rights Agreement, dated November 16, 2012 (the “Rights Agreement”), between the Company and Computershare Shareowner Services LLC as Rights Agent (the “Rights Agent”)AS REQUIRED.
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Samples: Ach Authorization Agreement
