July 2nd, 2021 · Common Contracts · 1000 similar Essetifin SPA – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2021, between RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2021, between RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
November 16th, 2016 · Common Contracts · 1000 similar Strategic Value Partners, LLC – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2016, by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto (each a “Holder” and collectively, the “Holders”).
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2016, by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto (each a “Holder” and collectively, the “Holders”).
June 16th, 2021 · Common Contracts · 990 similar Lapeyre James M Jr – AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 25, 2017 among LAITRAM, L.L.C., INTRALOX, L.L.C., LAPEYRE PROPERTIES, L.L.C., and LAITRAM MACHINERY, INC. as Borrowers LAITRAM GROUP, INC., as Parent The Lenders Party Hereto and JPMORGAN CHASE... Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations under clauses (a) and (c) above.
Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations under clauses (a) and (c) above.
November 19th, 2020 · Common Contracts · 914 similar Gci Liberty, Inc. – LENDINGTREE, INC. (a Delaware corporation) 2,955,984 Shares of Common Stock UNDERWRITING AGREEMENT
November 25th, 2015 · Common Contracts · 846 similar Global Defense & National Security Holdings LLC – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of November 23, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (the “Investor”).
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of November 23, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (the “Investor”).
August 4th, 2011 · Common Contracts · 686 similar New Atlantic Venture Fund Iii L P – INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August 3, 2011 between HEALTHWAREHOUSE.COM, INC., a Delaware corporation (the “Company”), and John Backus (“Indemnitee”).
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August 3, 2011 between HEALTHWAREHOUSE.COM, INC., a Delaware corporation (the “Company”), and John Backus (“Indemnitee”).
October 28th, 2005 · Common Contracts · 681 similar Arch Hill Capital Nv – EXHIBIT 26 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A DEBT EXCHANGE AGREEMENT DATED AS OF OCTOBER 21, 2005,...
December 12th, 2014 · Common Contracts · 627 similar Edward S. Glazer Irrevocable Exempt Trust – Manchester United plc 3,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENT Introductory. Edward S. Glazer Irrevocable Exempt Trust (the “Selling Shareholder”), as a shareholder of Manchester United plc, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 3,000,000 Class A Ordinary Shares, par value $0.0005 per share (the “Shares”), of the Company. The 3,000,000 Shares to be sold by the Selling Shareholder are called the “Firm Shares.” In addition, the Selling Shareholder has granted to the Underwriters an option to purchase up to an additional 450,000 Shares. The additional 450,000 Shares to be sold by the Selling Shareholder pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offeri
Introductory. Edward S. Glazer Irrevocable Exempt Trust (the “Selling Shareholder”), as a shareholder of Manchester United plc, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 3,000,000 Class A Ordinary Shares, par value $0.0005 per share (the “Shares”), of the Company. The 3,000,000 Shares to be sold by the Selling Shareholder are called the “Firm Shares.” In addition, the Selling Shareholder has granted to the Underwriters an option to purchase up to an additional 450,000 Shares. The additional 450,000 Shares to be sold by the Selling Shareholder pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offeri
June 15th, 2018 · Common Contracts · 599 similar Goldman Sachs Group Inc – GRIFFON CORPORATION 4,855,109 Shares of Common Stock plus an option to purchase from the Selling Stockholders up to 728,266 Shares of Common Stock Underwriting Agreement
December 21st, 2007 · Common Contracts · 532 similar Crestview Capital Master LLC – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2005, by and among Chembio Diagnostics, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2005, by and among Chembio Diagnostics, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
June 20th, 2018 · Common Contracts · 467 similar Feldenkreis George – AGREEMENT AND PLAN OF MERGER by and among FELDENKREIS HOLDINGS LLC, GF MERGER SUB, INC. and PERRY ELLIS INTERNATIONAL, INC. _________________________ Dated as of June 15, 2018 AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2018 (this “Agreement”), by and among Feldenkreis Holdings LLC, a Delaware limited liability company (“Parent”), GF Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Perry Ellis International, Inc., a Florida corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2018 (this “Agreement”), by and among Feldenkreis Holdings LLC, a Delaware limited liability company (“Parent”), GF Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Perry Ellis International, Inc., a Florida corporation (the “Company”).
March 16th, 1999 · Common Contracts · 449 similar Hillman Co – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement ("Agreement"), dated as of February 26, 1999, by and among Superconductor Technologies Inc., a Delaware corporation, with its headquarters...
May 12th, 2017 · Common Contracts · 426 similar 2929 CPC Holdco, LLC – Underwriting Agreement The stockholders of SP Plus Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 3,600,000 shares (“Firm Shares”) and, at the election of the Underwriter up to 540,000 additional shares (the “Optional Shares”) of common stock, $0.001 par value (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
The stockholders of SP Plus Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 3,600,000 shares (“Firm Shares”) and, at the election of the Underwriter up to 540,000 additional shares (the “Optional Shares”) of common stock, $0.001 par value (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
October 23rd, 2020 · Common Contracts · 374 similar Cellectis S.A. – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2020, between Calyxt, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2020, between Calyxt, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
May 21st, 2018 · Common Contracts · 341 similar Broadfin Capital, LLC – SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2018, is by and among Biodelivery Sciences International, Inc., a Delaware corporation with headquarters located 4131 ParkLake Ave., Suite 225, Raleigh, North Carolina 27612, (the “Company”), and each of the investors listed on Schedule 1 hereto (individually, a “Buyer” and collectively, the “Buyers”).
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2018, is by and among Biodelivery Sciences International, Inc., a Delaware corporation with headquarters located 4131 ParkLake Ave., Suite 225, Raleigh, North Carolina 27612, (the “Company”), and each of the investors listed on Schedule 1 hereto (individually, a “Buyer” and collectively, the “Buyers”).
June 16th, 2011 · Common Contracts · 303 similar Vision Capital Advisors, LLC – SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF JUMA TECHNOLOGY CORP. Expires March 31, 2015
June 12th, 2018 · Common Contracts · 300 similar MP Thrift Investments L.P. – FLAGSTAR BANCORP, INC. 8,000,000 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENT MP Thrift Investments L.P. (the “Selling Stockholder”), a stockholder of Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”; in the event that there are no other Underwriters, all plural references to Underwriters shall be deemed to be singular), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock.”
MP Thrift Investments L.P. (the “Selling Stockholder”), a stockholder of Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”; in the event that there are no other Underwriters, all plural references to Underwriters shall be deemed to be singular), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock.”
January 8th, 2008 · Common Contracts · 222 similar Vision Capital Advisors, LLC – Exhibit 3 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of September 5, 2007, by and among Dentalserv.com, a Nevada corporation (the "Company"), and the...
May 17th, 2000 · Common Contracts · 217 similar Wells Fargo & Co/Mn – RECITALS
June 18th, 2004 · Common Contracts · 217 similar Atari Inc – Exhibit 23 (Multicurrency -- Cross Border) ISDA(R) International Swap Dealers Association, Inc.
August 28th, 2013 · Common Contracts · 198 similar Ren Jinsheng – AGREEMENT AND PLAN OF MERGER Dated as of August 28, 2013 among SIMCERE HOLDING LIMITED SIMCERE ACQUISITION LIMITED and SIMCERE PHARMACEUTICAL GROUP THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 28, 2013, is by and among Simcere Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Simcere Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Simcere Pharmaceutical Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 28, 2013, is by and among Simcere Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Simcere Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Simcere Pharmaceutical Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
August 28th, 2012 · Common Contracts · 181 similar Fir Tree Inc. – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 24th day of August, 2012 by and among ChinaCast Education Corporation, a Delaware corporation (the “Company”), the parties listed on Schedule A attached hereto (the “Initial Investors”) and the parties listed on Schedule B attached hereto (the “Additional Investors” and, collectively, with the Initial Investors, any Affiliate or permitted transferee of any Initial Investor or Additional Investor who is a subsequent holder of any Warrants or Registrable Securities, the “Investors”). Capitalized terms used herein have the respective meanings ascribed thereto in the Note and Warrant Purchase Agreement, dated as of August 24, 2012 (the “Purchase Agreement”), among the Company and the Investors unless otherwise defined herein.
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 24th day of August, 2012 by and among ChinaCast Education Corporation, a Delaware corporation (the “Company”), the parties listed on Schedule A attached hereto (the “Initial Investors”) and the parties listed on Schedule B attached hereto (the “Additional Investors” and, collectively, with the Initial Investors, any Affiliate or permitted transferee of any Initial Investor or Additional Investor who is a subsequent holder of any Warrants or Registrable Securities, the “Investors”). Capitalized terms used herein have the respective meanings ascribed thereto in the Note and Warrant Purchase Agreement, dated as of August 24, 2012 (the “Purchase Agreement”), among the Company and the Investors unless otherwise defined herein.
July 27th, 2001 · Common Contracts · 158 similar Malek Frederic V – INDENTURE
June 10th, 2011 · Common Contracts · 153 similar DirecTECH Holding Company, Inc. – 11,200,000 Shares1 Multiband Corporation Common Stock, no par value PURCHASE AGREEMENT Multiband Corporation, a Minnesota corporation (the "Company"), and DirecTECH Holding Company, Inc. (the "Selling Stockholder") severally propose to sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 11,200,000 shares (the "Firm Shares") of Common Stock, no par value (the "Common Stock"), of the Company. The Firm Shares consist of 4,294,932 authorized but unissued shares of Common Stock to be issued and sold by the Company and 6,905,068 outstanding shares of Common Stock to be sold by the Selling Stockholder. The Company has also granted to the several Underwriters an option to purchase up to 1,680,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the "Option Shares"). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the "Securities."
Multiband Corporation, a Minnesota corporation (the "Company"), and DirecTECH Holding Company, Inc. (the "Selling Stockholder") severally propose to sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 11,200,000 shares (the "Firm Shares") of Common Stock, no par value (the "Common Stock"), of the Company. The Firm Shares consist of 4,294,932 authorized but unissued shares of Common Stock to be issued and sold by the Company and 6,905,068 outstanding shares of Common Stock to be sold by the Selling Stockholder. The Company has also granted to the several Underwriters an option to purchase up to 1,680,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the "Option Shares"). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the "Securities."
January 3rd, 2005 · Common Contracts · 150 similar Us Xpress Enterprises Inc – 4,000,000 Shares Class A Common Stock UNDERWRITING AGREEMENT
November 15th, 2002 · Common Contracts · 134 similar Db Capital Partners Inc – Strayer Education, Inc. Common Stock UNDERWRITING AGREEMENT
August 11th, 2003 · Common Contracts · 129 similar Ilex Oncology Inc – Common Stock ($0.01 Par Value)
November 13th, 2006 · Common Contracts · 119 similar Zf Partners Lp – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2006, among I-many, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2006, among I-many, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
March 16th, 2020 · Common Contracts · 116 similar Ares Management LLC – AGREEMENT AND PLAN OF MERGER Dated as of March 13, 2020, Among CINCINNATI BELL INC., RED FIBER PARENT LLC and RF MERGER SUB INC. AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 13, 2020, among Cincinnati Bell Inc., an Ohio corporation (the “Company”), Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 13, 2020, among Cincinnati Bell Inc., an Ohio corporation (the “Company”), Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”).
September 25th, 2002 · Common Contracts · 115 similar Philadelphia Suburban Corp – Common Stock
March 15th, 2019 · Common Contracts · 101 similar Hudson Executive Capital LP – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of March 12, 2019, by and among Corindus Vascular Robotics, Inc., a Delaware corporation (the “Company”), and the several signatories hereto.
This Registration Rights Agreement (this “Agreement”) is dated as of March 12, 2019, by and among Corindus Vascular Robotics, Inc., a Delaware corporation (the “Company”), and the several signatories hereto.
January 31st, 2000 · Common Contracts · 93 similar Molex Inc – 1 EXHIBIT 99.8 EXHIBIT B NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...
June 1st, 2006 · Common Contracts · 93 similar Aequitas Capital Management Inc. – REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated as of October 6, 2005 (this "Agreement") by and between Microfield Group, Inc., an Oregon corporation, with principal executive offices located at 1631 NW Thurman Street, Suite 200,...
January 4th, 2022 · Common Contracts · 90 similar Bank of America Corp /De/ – AMENDED AND RESTATED VOTING TRUST AGREEMENT THIS AMENDED AND RESTATED VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of January 1, 2022, by and among Banc of America Preferred Funding Corporation, a Delaware corporation, including its successors and assigns by operation of law (“PFC” or the “Purchaser”) and Glass, Lewis & Co., LLC, as trustee (in such capacity, the “Trustee” or any successor thereto) and as voting consultant (in such capacity, the “Voting Consultant” or any successor thereto) and amends and restates that certain Voting Trust Agreement by and among PFC, Lord Securities Corporation, as trustee (the “Original Trustee”), and Institutional Shareholder Services, Inc., as voting consultant (the “Original Voting Consultant”), dated as of November 8, 2018 (the “Original Voting Trust Agreement”).
THIS AMENDED AND RESTATED VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of January 1, 2022, by and among Banc of America Preferred Funding Corporation, a Delaware corporation, including its successors and assigns by operation of law (“PFC” or the “Purchaser”) and Glass, Lewis & Co., LLC, as trustee (in such capacity, the “Trustee” or any successor thereto) and as voting consultant (in such capacity, the “Voting Consultant” or any successor thereto) and amends and restates that certain Voting Trust Agreement by and among PFC, Lord Securities Corporation, as trustee (the “Original Trustee”), and Institutional Shareholder Services, Inc., as voting consultant (the “Original Voting Consultant”), dated as of November 8, 2018 (the “Original Voting Trust Agreement”).
June 17th, 2013 · Common Contracts · 88 similar AO Partners I, LP – AGREEMENT As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. No Right is exercisable at any time prior to the Distribution Date. The Rights will expire on the earliest of (i) the third anniversary of the Record Date or (ii) the final adjournment of the Company’s 2013 annual meeting of shareholders if a proposal to approve this Agreement has not been approved by a vote in which more votes are cast in favor of such proposal than are cast against such proposal, unless earlier redeemed, exchanged or amended by the Company as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including the right to vote or to receive dividends.
As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. No Right is exercisable at any time prior to the Distribution Date. The Rights will expire on the earliest of (i) the third anniversary of the Record Date or (ii) the final adjournment of the Company’s 2013 annual meeting of shareholders if a proposal to approve this Agreement has not been approved by a vote in which more votes are cast in favor of such proposal than are cast against such proposal, unless earlier redeemed, exchanged or amended by the Company as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including the right to vote or to receive dividends.