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doctype: Amended and Restated Rights Agreement

COMPUTER SCIENCES CORP. AMENDED AND RESTATED RIGHTS AGREEMENT (1995-11-13)

This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between Computer Sciences Corporation (the "Company") and American Transtech (the "Rights Agent") dated as of December 21, 1988 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

3COM CORP. AMENDED AND RESTATED RIGHTS AGREEMENT (1995-01-17)

This AMENDED AND RESTATED RIGHTS AGREEMENT ("Rights Agreement"), dated as of December 21, 1994, between 3Com Corporation, a California corporation (the "Company"), and The First National Bank of Boston, a national banking association (the "Rights Agent").

WYLE ELECTRONICS. AMENDED AND RESTATED RIGHTS AGREEMENT (1997-07-09)

This Amendment No. 1 (this "Amendment") to the Amended and Restated Rights Agreement (the "Rights Agreement"), dated as of the 23rd day of February, 1995, by and between Wyle Electronics (formerly known as Wyle Laboratories), a California corporation (the "Company"), and Chemical Bank (as successor to Security Pacific National Bank), as rights agent, is dated as of this 2nd day of July, 1997. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Rights Agreement.

ENACT HEALTH MANAGEMENT SYSTEMS INC. AMENDED AND RESTATED RIGHTS AGREEMENT (1997-11-28)

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (the "Agreement") is entered into effective as of the 29th day of August, 1995, by and among Enact Health Management Systems, a California corporation (the "Company"), the undersigned existing holders of Series A and Series B Preferred Stock of the Company (the "Existing Preferred Shareholders"), the undersigned new holders of Series C Preferred Stock (the "New Preferred Shareholders") and the undersigned holders of Common Stock of the Company (the "Founders").

AGOURON PHARMACEUTICALS INC. Amended and Restated Rights Agreement (1998-09-21)

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement"), dated as of November [XXX], 1998 (the "Agreement Date"), is made by and between AGOURON PHARMACEUTICALS, INC., a California corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New Jersey limited liability company (the "Rights Agent").

URSTADT BIDDLE PROPERTIES INC. Amended and Restated Rights Agreement (1998-08-03)

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Rights Agreement between the issuer and The Bank of New York, as Rights Agent (the "Rights Agent"), dated as of July 31, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the issuer and the designated office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to or held by any Person who is, was or becomes an Acquiring Person or any Affiliate thereof (as each such term is defined in the Rights Agreement), whether currently held by or on behalf of such Person or by certain subsequent holders, may become null and void.

URSTADT BIDDLE PROPERTIES INC. Amended and Restated Rights Agreement (1998-08-03)

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Rights Agreement between the issuer and The Bank of New York, as Rights Agent (the "Rights Agent"), dated as of July 31, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the issuer and the designated office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to or held by any Person who is, was or becomes an Acquiring Person or any Affiliate thereof (as each such term is defined in the Rights Agreement), whether currently held by or on behalf of such Person or by certain subsequent holders, may become null and void.

TEXAS NEW MEXICO POWER CO. Amended and Restated Rights Agreement (1998-10-09)

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement dated as of August 11, 1998, by and between TNP Enterprises, Inc. (the "Company") and The Bank of New York, as Rights Agent (the "Amended and Restated Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Amended and Restated Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Amended and Restated Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Amended and Restated Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Amended and Restated Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

TEXAS NEW MEXICO POWER CO. Amended and Restated Rights Agreement (1998-10-09)

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement dated as of August 11, 1998, by and between TNP Enterprises, Inc. (the "Company") and The Bank of New York, as Rights Agent (the "Amended and Restated Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Amended and Restated Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Amended and Restated Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Amended and Restated Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Amended and Restated Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

CARAUSTAR INDUSTRIES INC. AMENDED AND RESTATED RIGHTS AGREEMENT (1999-06-01)

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement"), dated as of May 24, 1999, is made between CARAUSTAR INDUSTRIES, INC., a North Carolina corporation (the "Company"), and THE BANK OF NEW YORK, a New York banking corporation (the "Rights Agent").

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