SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
REGISTRATION OF SECURITIES OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands None
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Caledonian House,
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
(a) Ordinary Shares, par value $.01 New York Stock Exchange
per share, of Triton Energy Limited
(b) Preference Share Purchase Rights New York Stock Exchange
of Triton Energy Limited
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrants' Securities to be Registered.
(a) Ordinary Shares. The following is a summary of the ordinary
shares, par value $.01 per share (the "Ordinary Shares"), of Triton Energy
Limited ("Triton Cayman"). Such summary does not purport to be complete and is
qualified in its entirety by reference to Triton Cayman's Articles of
Association (the "Articles of Association") and Memorandum of Association
("Memorandum of Association"), which have been filed as Exhibits 3.1 and 3.2,
respectively, to this Registration Statement.
The Articles of Association provide that the authorized share
capital of Triton Cayman is divided into 200,000,000 Ordinary Shares, and
20,000,000 preference shares.
Voting and Other Rights
Under the Articles of Association, the holders of Ordinary
Shares will be entitled to one vote for each share held on all matters
submitted to shareholders' meetings, including the election and removal of
directors, and will vote together as a single class with any voting preference
shares unless the terms of any voting preference shares or the Articles of
Association otherwise provide. The Articles of Association of Triton Cayman
provide that the quorum required for a general meeting of the shareholders is a
majority of the outstanding Ordinary Shares entitled to vote at such meeting.
All matters voted upon at any duly held shareholders' meeting shall be carried
by a majority of the votes cast at the meeting by shareholders represented in
person or by proxy, except (i) election of directors, who are elected by
plurality vote, (ii) approval of a merger or a similar arrangement, which,
pursuant to Cayman Islands law, requires the approval by 75% of the votes cast
(but, in any event, under the Articles of Association, at least a majority of
the outstanding shares), and (iii) approval of a Special Resolution (as defined
below). A change of corporate name, the voluntary dissolution, liquidation or
winding-up of the affairs of Triton Cayman, a reduction of paid-up share
capital, and any amendment to Triton Cayman's Articles of Association or
Memorandum of Association require approval by a Special Resolution by the
shareholders of Triton Cayman. A Special Resolution requires the approval of
at least two-thirds of the votes cast by the shareholders represented in person
or by proxy at a duly convened meeting. The Board of Directors or the
President may at any time proceed to convene a general meeting of Triton
Cayman. Triton Cayman must provide at least 10 days' notice of a general
meeting.
Because holders are not entitled to cumulate their votes,
shareholders holding a majority of the outstanding Ordinary Shares, voting
together as a class with the holders of any voting preference shares which may
be issued, are able to elect all members of the board of directors of Triton
Cayman. The Articles of Association of Triton Cayman provide that the
directors are to be elected in three classes of approximately equal number and
for a term of three years, with the result that shareholders will not vote for
the election of a majority of directors in any single year. Holders of
Ordinary Shares have no preemptive rights.
The Articles of Association provide that whenever the share
capital of Triton Cayman is divided into different classes of shares, the
rights attached to any class may (unless otherwise provided by the terms of
issue of the shares of that class) be varied only with the consent in writing
of all holders of such class or pursuant to a Special Resolution adopted at a
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meeting with such holders voting separately as a class. The Articles of
Association further provide that, unless otherwise provided by the rights
attached to any shares, such rights will not be deemed to be varied by the
allotment of further shares which confer on the holders voting rights more
favorable than those conferred by such shares. Such rights will not otherwise
be deemed to be varied by the creation or issuance of further shares, including
any additional Ordinary Shares or different classes of shares with preferential
rights as to dividends or capital.
There are no limitations on the right of nonresident
shareholders to hold or vote their Ordinary Shares imposed by Cayman Islands
law or Triton Cayman's Articles of Association.
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Dividend Rights
The holders of Ordinary Shares will be entitled at any time to
receive such dividends as are declared by the Board of Directors. The ability
of Triton Cayman to pay dividends on capital stock is restricted by covenants
in indentures to which Triton Cayman will be a party upon the consummation of
the merger of TEL Merger Corp., a Delaware corporation, with and into Triton
Energy Corporation, a Delaware corporation. Triton Cayman currently intends to
retain earnings for use in Triton Cayman's business and the financing of its
capital requirements. The payment of any future cash dividends is necessarily
dependent upon the earnings and financial needs of Triton Cayman, along with
applicable legal and contractual restrictions.
Liquidation of Triton Cayman
If, at the time of any liquidation, dissolution or winding-up
of Triton Cayman, a holder of Ordinary Shares has any outstanding debts,
liabilities or engagements to or with Triton Cayman (whether presently payable
or not), either alone or jointly with any other person, whether a shareholder
or not (including, without limitation, any liability associated with the unpaid
purchase price of such Ordinary Shares), the liquidator appointed to oversee
the liquidation of Triton Cayman may deduct from the amount payable in respect
of such Ordinary Shares the aggregate amount of such debts, liabilities and
engagements and apply such amount to any of such holder's debts, liabilities or
engagements to or with Triton Cayman (whether presently payable or not). The
liquidator may distribute, in kind, to the holders of the Ordinary Shares
remaining assets of Triton Cayman or may sell, transfer or otherwise dispose of
all or any part of such remaining assets to any other company, trust or entity
and receive payment therefor in cash, shares or obligations of such other
company, trust or entity or any combination thereof, and may sell all or any
part of the consideration so received, and may distribute the consideration
received or any balance or proceeds thereof to holders of the Ordinary Shares
in accordance with the procedures set forth above. The liquidator may, with
the like sanction, vest the whole or any part of such assets in trustees upon
such trusts for the benefit of the contributories as the liquidator, with the
like sanction shall think fit, but so that no shareholder shall be compelled to
accept any shares or other securities whereon there is any liability.
Changes in Capitalization
Triton Cayman may by Special Resolution (i) increase its share
capital by new shares of such amounts as the resolution prescribes; (ii)
consolidate all or any of its share capital into shares of larger amount than
its existing shares (similar to a stock combination); (iii) subject to the
provisions of the Companies Law, sub-divide its shares or any of them, into
shares of smaller amount than is fixed by its Articles of Association (similar
to a stock split); and (iv) cancel shares which, at the date of the passing of
the resolution, have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of the shares so
cancelled.
Stock Dividends
The Articles of Association provide that the Board of Directors
of Triton Cayman may declare and pay stock dividends to the extent permitted by
Cayman Islands law (without the need for shareholder approval).
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Reduction of Capital and Purchase of Shares
Subject to the provisions of the Companies Law, Triton Cayman
may by Special Resolution reduce its share capital in any way.
Subject to the provisions of the Companies Law, any issued and
outstanding Ordinary Shares may be redeemed by Triton Cayman in such
circumstances and on such terms as shall be agreed by Triton Cayman and the
holder thereof, and Triton Cayman may deduct from the purchase price therefor
the aggregate amount of any outstanding debts, liabilities and engagements to
or with Triton Cayman by the holder of such shares. Triton Cayman may purchase
all or part of the Ordinary Shares of any holder upon the agreement of such
holder whether or not it has made a similar offer to all or any other holders.
Transfer of Shares
Upon surrender to Triton Cayman or the transfer agent of Triton
Cayman of a certificate for Ordinary Shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, and
otherwise meeting all legal requirements for transfer, Triton Cayman shall
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction on its books. Triton Cayman may refuse
to register the transfer of shares of any holder which have been called for
redemption unless otherwise provided by the terms of such shares or the Board
of Directors in connection with the call of such shares.
(b) Preference Share Purchase Rights. The following is a summary
of the Preference Share Purchase Rights. Such summary does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
between Triton Cayman and Chemical Bank (the "Rights Agreement"), a copy of
which has been filed as Exhibit 4.1 to this Registration Statement.
The Board of Directors of Triton Cayman has adopted a
Shareholder Rights Plan pursuant to which preference share purchase rights
attach to all Ordinary Shares at the rate of one right for each Ordinary Share.
Chemical Bank is the Rights Agent for the Preference Share Purchase Rights.
Each right entitles the registered holder to purchase from Triton Cayman one
one-thousandth of a Series A Junior Participating Preference Share, par value
$.01 per share (the "Junior Preference Shares"), of Triton Cayman at a price of
$120 per one one-thousandth of a share of such Junior Preference Shares,
subject to adjustment.
Generally, the rights only become distributable ten days
following public announcement that a person has acquired beneficial ownership
of 15% or more of the Ordinary Shares or ten business days following
commencement of a tender or exchange offer for 15% or more of the outstanding
Ordinary Shares. If, among other events, any person becomes the beneficial
owner of 15% or more of the Ordinary Shares, each right not owned by such
person generally becomes the right to purchase such number of Ordinary Shares
that is equal to the amount obtained by dividing the right's exercise price
(currently $120) by 50% of the market price of the Ordinary Shares on the date
of the first occurrence. In addition, if Triton Cayman is subsequently merged
or certain other extraordinary business transactions are consummated, each
right generally becomes a right to purchase such number of shares of common
stock of the acquiring person that is equal to the amount obtained by dividing
the right's exercise price by 50% of the market price of such Ordinary Shares
on the date of the first occurrence.
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Under certain circumstances, Triton Cayman's directors may
determine that a tender offer or merger is fair to all shareholders and prevent
the rights from being exercised. At any time after any person or group
acquires 15% or more of the Ordinary Shares outstanding and prior to the
acquisition by such person or group of 50% or more of the outstanding Ordinary
Shares or the occurrence of an event described in the prior paragraph, the
Board of Directors of Triton Cayman may exchange the rights (other than rights
owned by such person or group which will have become void), in whole or in
part, at an exchange ratio of one Ordinary Share, or one one-thousandth of a
Junior Preference Share per right (subject to adjustment). Triton Cayman has
the ability to amend the rights (except the redemption price) in any manner
prior to the public announcement that a 15% position has been acquired or a
tender offer has been commenced.
Any Junior Preference Shares issued pursuant to the
Shareholders Rights Plan will rank junior as to dividends and liquidation to
the Convertible Preference Shares. Junior Preference Shares purchasable upon
exercise of the rights will not be redeemable. Each Junior Preference Share
will be entitled, when, as and if declared, to a minimum preferential quarterly
dividend payment of $1 per share but will be entitled to an aggregate dividend
of 1,000 times the dividend declared per Ordinary Share. In the event of
liquidation, the holders of the Junior Preference Shares will be entitled to a
minimum preferential liquidation payment of $1000 per share (plus any accrued
but unpaid dividends) but will be entitled to an aggregate payment of 1,000
times the payment made per Ordinary Share. Each Junior Preference Share will
have 1,000 votes, voting together with Ordinary Shares. Finally, in the event
of any merger, consolidation or other transaction in which Ordinary Shares are
converted or exchanged, each Junior Preference Share will be entitled to
receive 1,000 times the amount received per Ordinary Share. These rights are
protected by customary antidilution provisions.
Triton Cayman will be entitled to redeem the rights at $0.01 a
right at any time prior to the time that a 15% position has been acquired. The
rights will expire on May 22, 2005.
<PAGE>
Item 2. Exhibits
3.1 Form of Triton Energy Limited's Articles of Association.
3.2 Form of Triton Energy Limited's Memorandum of Association.
4.1 Form of Rights Agreement between Triton Energy Limited and
Chemical Bank.
4.2 A specimen of a Certificate for the Ordinary Shares of
Triton Cayman.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undesigned, thereto duly
authorized.
Date: March 25, 1996 TRITON ENERGY LIMITED
By: /s/ Robert B. Holland, III
Name: Robert B. Holland, III
Title: Senior Vice President
and Secretary
<PAGE>
Exhibit Index
3.1 Form of Triton Energy Limited's Articles of Association.
3.2 Form of Triton Energy Limited's Memorandum of Association.
4.1 Form of Rights Agreement between Triton Energy Limited and Chemical
Bank.
4.2 A specimen of a Certificate for the Ordinary Shares of Triton Cayman.
Exhibit 3.1
THE COMPANIES LAW
COMPANY LIMITED BY SHARES
FORM OF
ARTICLES OF ASSOCIATION
OF
TRITON ENERGY LIMITED
(Adopted by Special Resolution of the
Members effective March 25, 1996)
I. INTERPRETATION
1.1 The Regulations or Articles contained or incorporated in Table
'A' in the First Schedule to the Statute shall not apply to this Company and
the following Articles shall comprise the Articles of Association of the
Company. Unless there be something in the subject or context inconsistent
therewith,
"Articles" means these Articles of Association as originally framed
or as from time to time altered by Special Resolution.
"Board of Directors" means the full board, comprised of Directors
holding office from time to time.
"The Company" means Triton Energy Limited. Where agreement,
consent or other action of the Company is provided for herein, such
action shall not require approval of the Company's Members, except as
expressly required by the Statute or these Articles.
"Directors" means the directors for the time being of the Company.
"Dividend" includes bonus.
"holder" in relation to any shares means the member whose name is
entered in the Register as the holder of such shares.
"Member" shall bear the meaning ascribed to it in Section 37 of the
Statute.
"Memorandum" means the memorandum of association of the Company, as
the same may be amended from time to time.
"Month" means calendar month.
"Ordinary Resolution" has the same meaning as in the Statute.
"Ordinary Shares" has the meaning ascribed to it in Article III.
<PAGE>
"Paid-up" means paid-up and/or credited as paid-up.
"Register" means the Register of Members of the Company as
maintained in accordance with Section 39 of the Statute.
"Registered Office" means the registered office for the time being
of the Company.
"seal" means the common seal of the Company and includes every
official seal.
"Secretary" means the secretary of the Company and includes an
Assistant Secretary and any person appointed to perform the duties of
Secretary of the Company.
"shares" means any Ordinary Shares or other shares issued in the
capital of the Company.
"Special Resolution" has the same meaning as in the Statute.
"Statute" means the Companies Law (1995 Revision) of the Cayman
Islands as amended and every statutory modification or re-enactment
thereof for the time being in force.
"stock dividend" means a distribution of shares in lieu of payment
of a dividend in cash.
"TEC" means Triton Energy Corporation, a Delaware corporation.
"written" and "in writing" includes all modes of representing or
reproducing words in visible form.
Words importing the singular number shall also include the plural
number and vice-versa.
Words importing the masculine gender shall also include the
feminine gender.
Words importing persons shall also include corporations,
partnerships, trusts and other entities.
II. CERTIFICATES FOR SHARES
2.1 Certificates representing shares of the Company shall be in
such form and may bear such legends (reflecting or referring to the terms of
issue of the shares thereby represented, or any of these Articles or other
relevant matters) as shall be determined by the Board of Directors. Such
certificates shall be under seal signed by the Chairman of the Board, the
President or any Vice President of the Company and countersigned by the
Secretary or another authorized person. Where a certificate is signed (1) by
a transfer agent or (2) by a transfer clerk acting on behalf of the Company
and a registrar, the signatures of any such Chairman of the Board, President,
Vice President or Secretary may be facsimiles. In case any officer or
officers who have signed, or whose facsimile signature or signatures have
been used on, any such certificate or certificates shall cease to be such
<PAGE>
officer or officers of the Company, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
Company, such certificate or certificates may nevertheless be adopted by the
Company and be validly issued and delivered as though the person or persons
who signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or
officers of the Company. Certificates for shares shall be in such form as
shall be in conformity to law or as may be prescribed from time to time by
the Board of Directors. All certificates for shares shall be consecutively
numbered or otherwise identified and shall specify the shares to which they
relate. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue and whether
fully paid, or deemed fully paid or partly paid, shall be entered in the
register of Members of the Company. All certificates surrendered to the
Company for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares has been
surrendered and cancelled. Certificates may be issued with the seal and
authorized signatures affixed by some method or system of mechanical process.
2.2 The Company shall maintain a register of its Members and every
person whose name is entered as a Member in the register of Members shall be
entitled without payment to receive within two (2) months after allotment or
lodgment of transfer (or within such other period as the conditions of issue
shall provide) one certificate for all his shares or several certificates
each for one or more of his shares provided that in respect of a share or
shares held jointly by several persons the Company shall not be bound to
issue more than one certificate and delivery of a certificate for a share to
one of the several joint holders shall be sufficient delivery to all such
holders.
2.3 Notwithstanding Section 2.1 of these Articles, if a share
certificate be defaced, lost or destroyed, it may be renewed on such terms
(if any) as to evidence and indemnity and the payment of the expenses
incurred by the Company in investigating evidence, as the Board of Directors
or any officer of the Company may prescribe.
III. ISSUE OF SHARES
3.1 The authorized share capital of the Company shall be U.S.
$2,200,000 represented by (i) 200,000,000 Ordinary Shares, par value US$.01
per share (the "Ordinary Shares"), with the respective rights as set forth in
Article IV below, and (ii) other classes or series of shares with the
respective rights to be determined upon the creation thereof by action of the
Board of Directors from time to time as set forth in Article V below.
IV. ORDINARY SHARES
4.1 Subject to the provisions of these Articles, all unissued
shares for the time being in the capital of the Company shall be at the
disposal of the Board of Directors, and the Board of Directors may (subject
as aforesaid) allot, grant options over, or otherwise dispose of them to such
persons, on such terms and conditions, and at such times as they deem proper.
<PAGE>
4.2 Dividends to be satisfied by distributions of property other
than cash will be made or paid (as the case may be) on the same basis (in all
material respects) to holders of Ordinary Shares.
4.3 No holder of Ordinary Shares or any other shares of the Company
(unless otherwise expressly agreed to by the Company) shall, by reason of
such holding, have any preemptive or preferential right to subscribe to or
purchase any shares of any class or series of any shares of the Company, now
or hereafter to be authorized, or any notes, debentures, bonds or other
securities, whether or not the issuance of any such shares, notes,
debentures, bonds or other securities would adversely affect the dividend,
voting or any other rights of such holder.
4.4 In the event of any conflict, the provisions of this Article IV
shall override the provisions of any other Article of these presents.
4.5 The Board of Directors may allot, issue or grant any option,
right, warrant or other security exercisable for, convertible into, or
exchangeable for, or otherwise dispose of, any shares or securities of the
Company at such times and on such terms as it deems proper. Upon approval of
the Board of Directors, such number of Ordinary Shares, or other shares or
securities of the Company, as may be required for such purpose shall be
reserved for issuance in connection with any option, right, warrant or other
security of the Company or any other person that is exercisable for,
convertible into, exchangeable for or otherwise issuable in respect of such
Ordinary Shares or other shares or securities of the Company. Notwithstanding
the generality of the foregoing, the Board of Directors is expressly
authorized and empowered to implement or effect at its sole discretion the
issuance of a preferred share purchase right to be attached to each
outstanding Ordinary Share with such terms and for such purposes, including
the influencing of takeovers, as may be described in a rights agreement
between the Company and a rights agent.
4.6 Unless otherwise specified by the Board of Directors, any
shares which have been called, redeemed or otherwise repurchased by the
Company shall have the status of authorized but unissued shares and may be
subsequently issued in accordance with the Memorandum and these Articles.
4.7 The Board of Directors shall have the fullest powers permitted
by law to pay all or any redemption monies in respect of any shares out of
the Company's share capital and share premium account.
V. OTHER CLASSES OR SERIES OF SHARES
5.1 The Board of Directors is authorized without obtaining any
vote or consent of the holders of any class or series of shares of the
Company unless expressly provided by the terms of issue of such class or
series, subject to any limitations prescribed by law, to provide from time to
time for the issuance of other classes or series of Shares, and in accordance
with applicable procedures of the Statute, to establish the characteristics
of each class or series including, without limitation, the following:
(a) the number of shares of that class or series, which may
subsequently be increased or decreased (but not below the number of
shares of that class or series then outstanding) by resolution of the
Board of Directors, and the distinctive designation thereof,
<PAGE>
(b) the voting powers, full or limited, if any, of the shares of
that class or series, including without limitation, the authority to
confer multiple votes per share, voting rights as to specified matters
or issues such as mergers, consolidations or sales of assets, or voting
rights to be exercised either together with holders of Ordinary Shares
as a single class, or independently as a separate class;
(c) the rights in respect of dividends, if any, on the shares of
that class or series; the rate at which such dividends shall be payable
and/or cumulate, which rate may be determined on factors external to the
Company and which dividends may be payable in cash, shares of capital or
other securities or property of the Company; whether dividends shall be
cumulative and, if so, from which date or dates; the relative rights or
priority, if any, of payment of dividends on shares of that class or
series; and any limitation, restrictions or conditions on the payment of
dividends;
(d) the relative amounts, and the relative rights or priority, if
any, of payment in respect of shares of that class or series, which the
holder of the shares of that class or series shall be entitled to
receive upon any liquidation, dissolution or winding up of the Company;
(e) any redemption, repurchase, retirement and sinking fund
rights, preferences and limitations of that class or series, the amount
payable on shares of that class or series in the event of such
redemption, repurchase or retirement, the terms and conditions of any
sinking fund, the manner of creating such fund or funds and whether any
of the foregoing shall be cumulative or non-cumulative;
(f) the terms, if any, upon which the shares of that class or
series shall be convertible into or exchangeable for shares of any other
classes, or series, or other securities, whether or not issued by the
Company;
(g) the restrictions, limitations and conditions, if any, upon
issuance of indebtedness of the Company so long as any shares of that
class or series are outstanding; and
(h) any other preferences and relative, participating, optional or
other rights and limitations not inconsistent with applicable law or the
provisions of this Article V.
VI. VARIATION OF RIGHTS OF SHARES
6.1 (a) If at any time the share capital of the Company is
divided into different classes or series of shares, the rights attached to
any class or series (unless otherwise provided by the terms of issue of the
shares of that class) may, whether or not the Company is being wound-up, be
varied with the consent in writing of the holders of all of the issued shares
of that class or series, or with the sanction of a Special Resolution passed
at a general meeting with the holders of the shares of that class or series
voting separately as a class.
(b) The provisions of these Articles relating to separate general
meetings shall apply to every such general meeting of the holders of one
class or series of shares.
<PAGE>
(c) Class or series meetings and class or series votes may only be
called at the direction of the Board of Directors or the President (unless
otherwise expressly provided by the terms of issue of the shares of that
class or series). Nothing in this Article VI gives any Member or group of
Members the right to call a class or series meeting or demand a class or
series vote.
6.2 The rights conferred upon the holders of the shares of any
class or series issued with preferred or other rights shall not, unless
otherwise expressly provided by the terms of issue of the shares of that
class or series, be deemed to be varied by the creation or issue of further
shares ranking in any respect prior to or pari passu therewith. The rights
of the holders of Ordinary Shares shall not be deemed to be varied by the
creation or issue of shares with preferred or other rights, which may be
effected by the Board of Directors as provided in these Articles without any
vote or consent of the holders of Ordinary Shares.
VII. REDEMPTION
7.1 Except as provided in this Article VII, the Ordinary Shares
are not redeemable by the Company. Subject as set out herein, any issued and
outstanding Ordinary Shares shall be redeemable in such circumstances and on
such terms as shall be agreed by the Company and the holder thereof, subject
always to the laws of the Cayman Islands, and the Company may deduct from the
redemption price for such shares the aggregate amount of any outstanding
debts, liabilities and engagements to or with the Company (whether presently
payable or not) by the holder of such shares, either alone or jointly with
any other person, whether a Member or not. Without limiting the foregoing,
the Company may, from time to time, upon the agreement of a Member, purchase
or redeem all or part of the Ordinary Shares of any such Member, whether or
not the Company has made a similar offer to all or any of the other Members.
VIII. TRANSFER OF SHARES
8.1 Upon surrender to the Company or the transfer agent of the
Company of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, and otherwise
meeting all legal requirements for transfer, it shall be the duty of the
Company to issue a new certificate to the person entitled thereto, cancel the
old certificate and record the transaction upon its books. Transfers of
shares shall be made only on the books of the Company by the registered
holder thereof, or by such holders attorney thereunto authorized by power of
attorney and filed with the Secretary of the Company or the transfer agent.
The Company shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to
vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise provided by law.
8.2 The holder of any redeemable shares for which the Company has
issued a notice of redemption in accordance with these Articles may not
transfer such shares, whether or not the Company has yet paid the redemption
price to the Member unless otherwise provided (i) by the terms of such shares
<PAGE>
or (ii) the Board of Directors in connection with the redemption of such
shares.
IX. NON-RECOGNITION OF TRUSTS
9.1 The Company shall not be required to recognize any person as
holding any share upon any trust and the Company shall not be bound by or be
compelled in any way to recognize (even when having notice thereof) any
equitable, contingent, future, or partial interest in any share, or any
interest in any fractional part of a share, or (except only as is otherwise
provided by these Articles or the Statute) any other rights in respect of any
share except an absolute right to the entirety thereof in the registered
holder.
X. LIEN ON SHARES
10.1 The Company shall have a first and paramount lien and charge
on all shares (not being a fully paid share) registered in the name of a
Member (whether solely or jointly with others) for all debts, liabilities or
engagements to or with the Company (whether presently payable or not) by such
Member or his estate, either alone or jointly with any other person, whether
a Member or not, but the Board of Directors may at any time declare any share
to be wholly or in part exempt from the provisions of this Article X. The
registration of a transfer of any such share shall operate as a waiver of the
Company's lien (if any) thereon. The Company's lien (if any) on a share
shall extend to all dividends, redemptions or other monies payable in respect
thereof.
10.2 The Company may sell, in such manner as the Board of
Directors deems fit, any shares on which the Company has a lien, except as
set forth in this Article X. Unless otherwise permitted in the instrument
creating such lien, no such sale shall be made unless a sum in respect of
which the lien exists is presently payable. Unless otherwise permitted in
the instrument creating such lien, no such sale shall be made until the
expiration of fourteen (14) days after a notice in writing stating and
demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder or
holders for the time being of the shares, or the person, of which the Company
has notice, entitled thereto by reason of his death or bankruptcy.
10.3 To give effect to any such sale the Board of Directors may
authorize some person to transfer the shares sold to the purchaser thereof.
The purchaser shall be registered as the holder of the shares comprised in
any such transfer, and he shall not be bound to see to the application of the
purchase money, nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the sale.
10.4 The proceeds of such share shall be received by the Company
and applied in payment of such part of the amount in respect of which the
lien exists as is presently payable and the residue, if any, shall (subject
to a like lien for sums not presently payable as existed upon the shares
before the sale) be paid to the person entitled to the shares at the date of
the sale.
<PAGE>
XI. CALL ON SHARES
11.1 (a) The Board of Directors may from time to time make calls
upon the Members in respect of any monies unpaid on their shares (whether on
account of the nominal value of the shares or by way of premium or otherwise)
and not by the conditions of allotment thereof made payable at fixed terms;
and each Member shall, subject to receiving at least fourteen (14) days
notice (or some shorter period of notice as may have been authorized by the
terms on issue of the shares) specifying the time or times of payment, pay to
the Company at the time or times so specified the amount called on the
shares. A call may be revoked or postponed as the Board of Directors may
determine. A call may be made payable by installments.
(b) A call shall be deemed to have been made at the time when the
resolution of the Board of Directors authorizing such call was passed unless
otherwise provided by the Board of Directors.
(c) The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof.
11.2 If a sum called in respect of a share is not paid before or
on a day appointed for payment thereof, the persons from whom the sum is due
shall pay interest on the sum from the day appointed for payment thereof to
the time of actual payment at such rate not exceeding ten percent (10%) per
annum as the Board of Directors may determine, but the Board of Directors
shall be at liberty to waive payment of such interest either wholly or in
part.
11.3 Any sum which by the terms of a share becomes payable on
allotment or at any fixed date, whether on account of the non-final value of
the share or by way of premium or otherwise, shall for the purposes of these
Articles be deemed to be a call duly made, notified and payable on the date
on which by the terms of issue the same becomes payable, and in the case of
non-payment all the relevant provisions of these Articles as to payment of
interest, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.
11.4 The Board of Directors may, on the issue of shares,
differentiate between the holders as to the amount of calls or interest to be
paid and the times of payment.
11.5 (a) The Board of Directors may, if it thinks fit, receive
from any Member willing to advance the same, all or any part of the monies
uncalled and unpaid upon any shares held by him, and upon all or any of the
monies so advanced may (until the same would but for such advances, become
payable) pay interest at such rate as may be agreed upon between the Company
and the Member paying such sum in advance.
(b) No such sum paid in advance of calls shall entitle the Member
paying such sum to any portion of a dividend declared in respect of any
period prior to the date upon which such sum would, but for such payment,
become presently payable.
<PAGE>
XII. FORFEITURE OF SHARES
12.1 (a) If a Member fails to pay any call or installment of a
call or to make any payment required by the terms of issue on the day
appointed for payment thereof, the Board of Directors may, at any time
thereafter during such time as any part of the call, installment or payment
remains unpaid, give notice requiring of so much of the call, installment or
payment as is unpaid, together with any interest which may have accrued and
all expenses that have been incurred by the Company by reason of such
non-payment. Such notice shall name a day (not earlier than the expiration
of fourteen (14) days from the date of giving of the notice) on or before
which the payment required by the notice is to be made, and shall state that,
in the event of non-payment at or before the time appointed the shares in
respect of which such notice was given will be liable to be forfeited.
(b) If the requirements of any such notice as aforesaid are not
complied with, any share in respect of which the notice has been given may at
any time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the Board of Directors to that effect. Such
forfeiture shall include all dividends declared in respect of the forfeited
share and not actually paid before the forfeiture.
(c) A forfeited share may be sold or otherwise disposed of on such
terms and in such manner as the Board of Directors deems fit and at any time
before a sale or disposition the forfeiture may be cancelled on such terms as
the Board of Directors thinks fit.
12.2 A person whose shares have been forfeited shall cease to be a
Member in respect of the forfeited shares, but shall, notwithstanding, remain
liable to pay to the Company all monies which, at the date of forfeiture were
payable by him to the Company in respect of the shares together with interest
thereon, but his liability shall cease if and when the Company shall have
received payment in full of all monies whenever payable in respect of the
shares.
12.3 A certificate in writing under the hand of the President or
any Vice President and the Secretary of the Company that a share in the
Company has been duly forfeited on a date stated in the declaration shall be
conclusive evidence of the fact therein stated as against all persons
claiming to be entitled to the share. The Company may receive the
consideration given for the share on any sale or disposition thereof and may
execute a transfer of the share in favor of the person to whom the share is
sold or disposed of and he shall thereupon be registered as the holder of the
share and shall not be bound to see to the application of the purchase money,
if any, nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.
12.4 The provisions of these Articles as to forfeiture shall apply
in the case of non-payment of any sum which, by the terms of issue of a
share, becomes payable at a fixed time, whether on account of the nominal
value of the share or by way of premium as if the same had been payable by
virtue of a call duly made and notified.
<PAGE>
XIII. TRANSMISSION OF SHARES
13.1 In case of the death of a Member who is a natural person, the
survivor or survivors where the deceased was a joint holder, and the legal
personal representatives of the deceased where he was a sole holder, shall be
the only persons recognized by the Company as having any title to his
interest in the shares, but nothing herein contained shall release the estate
of any such deceased holder from any liability in respect of any shares which
had been held by him solely or jointly with other persons.
13.2 (a) Any person becoming entitled to a share in consequence
of the death or bankruptcy of a Member (or in any other way than by transfer)
may, upon such evidence being produced as may from time to time be required
by the Board of Directors and subject as hereinafter provided, elect either
to be registered himself as holder of the share or to make such transfer of
the share to such other person nominated by him as the deceased or bankrupt
person could have made and to have such person registered as the transferee
thereof, but the Board of Directors shall, in either case, have the same
right to decline or suspend registration as they would have had in the case
of a transfer of the share by that Member before his death or bankruptcy as
the case may be.
(b) If the person so becoming entitled shall elect to be
registered himself as holder he shall deliver or send to the Company a notice
in writing signed by him stating that he so elects.
13.3 A person becoming entitled to a share by reason of the death
or bankruptcy of the holder (or in any other case than by transfer) shall be
entitled to the same dividends and other advantages to which he would be
entitled if he were the registered holder of the share, except that he shall
not, before being registered as a Member in respect of the share, be entitled
in respect of it to exercise any right conferred by membership in relation to
meetings of the Company; provided, however, that the Board of Directors may
at any time give notice requiring any such person to elect either to be
registered himself or to transfer the share and if the notice is not complied
with within ninety (90) days the Board of Directors may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the
share until the requirements of the notice have been complied with.
XIV. AMENDMENT OF MEMORANDUM OF ASSOCIATION, CHANGE OF
LOCATION OR REGISTERED OFFICE & ALTERATION OF CAPITAL
14.1 (a) Subject to and insofar as permitted by the provisions of
the Statute, the Company may from time to time by Special Resolution alter or
amend the Memorandum and may, without restricting the generality of the
foregoing:
(i) increase the share capital by such sum to be divided into
shares of such amount or without nominal or par value as the resolution
shall prescribe;
(ii) consolidate all or any of its share capital into shares of
larger amount than its existing shares;
<PAGE>
(iii) by subdivision for its existing shares or any of them divide
the whole or any part of its share capital into shares of smaller amount
than is fixed by the Memorandum;
(iv) cancel any shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any person.
(b) All new shares created hereunder shall be subject to the same
provisions with reference to the payment of calls, liens, transfer,
transmission, forfeiture and otherwise as the shares in the original share
capital.
(c) Subject to the provisions of the Statute, the Company may by
Special Resolution reduce its share capital or any capital redemption reserve
fund.
14.2 Subject to the provisions of the Statute, the Company may by
Special Resolution change its name or alter its objects.
14.3 Subject to the provisions of the Statute, the Company may by
resolution of the Board of Directors change the location of its registered
office.
XV. CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
15.1 For the purpose of determining Members entitled to notice of
or to vote at any meeting of Members or any adjournment thereof, or Members
entitled to receive payment of any dividend, or in order to make the
determination of Members for any other proper purpose, the Board of Directors
of the Company may provide that the register of Members shall be closed for
transfers for a stated period but not to exceed in any case forty (40) days.
If the register of Members shall be so closed for the purpose of determining
Members entitled to notice of or to vote at a meeting of Members such
register shall be so closed for at least ten (10) days immediately preceding
such meeting and the record date for such determination shall be the date of
the closure of the register of Members.
15.2 In lieu of or apart from closing the register of Members, the
Board of Directors may fix in advance a date as the record date for any such
determination of Members entitled to notice of or to vote at a meeting of the
Members, and for the purpose of determining the Members entitled to receive
payment of any dividend, the Board of Directors may, at or within ninety (90)
days prior to the date of declaration of such dividend, fix a subsequent date
no later than the date of declaration as the record date for such
determination.
15.3 If the register of Members is not so closed and no record
date is fixed for the determination of Members entitled to notice of or to
vote at a meeting of Members or Members entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination
of Members. When a determination for Members entitled to vote at any meeting
of Members has been made as provided in this section, such determination
shall apply to any adjournment thereof.
<PAGE>
XVI. VOTING.
16.1 Subject to the remaining provisions of these Articles, at
each election for Directors at a General Meeting, each holder of an Ordinary
Share entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected and for whose election he has a right to
vote. Cumulative voting, for the election of Directors or otherwise, is
expressly prohibited. Election of Directors need not be by ballot. On all
matters coming before the Members, other than the election of Directors, each
issued and outstanding Ordinary Share shall be entitled to one (1) vote.
XVII. GENERAL MEETING
17.1 (a) The Company shall in each year of its existence hold a
general meeting as its annual general meeting. The annual general meeting
shall be held at such time and place as the Board of Directors shall appoint.
(b) At each annual general meeting, the Directors to be elected at
that meeting shall be elected for the applicable term or until their
respective successors have been elected and have qualified.
17.2 (a) Except as otherwise required by law, and subject to the
terms for any class or series of shares issued by the Company having a
preference over the Ordinary Shares as to dividends or upon liquidation to
elect directors in specified circumstances, extraordinary general meetings of
the Members of the Company may be called only by (i) the President of the
Company or (ii) the Board of Directors.
(b) Any action required or permitted to be taken by the Members of
the Company must be taken at a duly called annual or extraordinary general
meeting of the Members of the Company and may not be taken by consent in
writing or otherwise except by consent in writing signed by all Members
having a right to vote with respect to such action.
(c) Notwithstanding anything contained in these Articles to the
contrary, the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the outstanding shares generally entitled to
vote, voting together as a single class, shall be required to amend or
repeal, or adopt any provision inconsistent with, this Section 17.2.
XVIII. NOTICE OF GENERAL MEETINGS
18.1 Written notice of each meeting of the Members stating the
place, date and time of the meeting shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting, to each Member
entitled to vote at such meeting. The notice of any extraordinary meeting of
Members shall state the purpose or purposes for which the meeting is called.
Business transacted at any extraordinary meeting shall be limited to the
purposes stated in the notice.
18.2 The accidental omission to give notice of a general meeting
to, or the non-receipt of notice of a meeting by, any person entitled to
receive notice shall not invalidate the proceedings of that meeting.
<PAGE>
XIX. PROCEEDINGS AT GENERAL MEETINGS
19.1 (a) No business shall be transacted at any general meeting
unless a quorum of Members is present at the time when the meeting proceeds
to business. One or more Members present in person or by proxy holding at
least a majority of the issued and outstanding shares of the Company entitled
to vote at such meeting shall be a quorum. The Members present at a duly
constituted general meeting may continue to transact business until
adjournment, despite the withdrawal of enough stockholders to leave less than
a quorum.
(b) An Ordinary Resolution shall require the vote of a majority of
such shares as, being entitled to do so, vote in person or by proxy at any
general meeting at which the required quorum is present in person or by
proxy, voting together as a single class; provided that whenever Directors
are to be elected at a general meeting, they shall be elected by a plurality
of the votes cast in person or by proxy at the general meeting by the holders
of shares entitled to vote.
19.2 (a) Subject to the rights of holders of any class or series
having a preference over the Ordinary Shares as to dividends or upon
liquidation, if a Member desires to nominate persons for election as
Directors at any general meeting duly called for the election of Directors,
written notice of such Member's intent to make such a nomination must be
given and received by the Secretary of the Company at the principal executive
offices of the Company not later than (i) with respect to an annual general
meeting of Members, ninety (90) days in advance of such annual general
meeting, and (ii) with respect to an extraordinary general meeting, the close
of business on the seventh (7th) day following the date on which notice of
such meeting is first sent or given to Members. Each notice shall set forth
(i) the name and address, as it appears on the books of the Company, of the
Member who intends to make the nomination and of the person or persons to be
nominated; (ii) a representation that the Member is a holder of record of
shares of the Company entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) the class and number of shares of the Company
which are beneficially owned by the Member; (iv) a description of all
arrangements or understandings between the Member and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the Member; (v) such other
information regarding each nominee proposed by such Member as would be
required to be included in a proxy statement filed pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended from time to time, of
the United States of America, whether or not the Company is then subject to
such Regulation; and (vi) the consent of each nominee to serve as a Director
of the Company, if so elected. The Chairman of the annual general meeting or
extraordinary general meeting shall, if the facts warrant, refuse to
acknowledge a nomination not made in compliance with the foregoing procedure,
and any such nomination not properly brought before the meeting shall not be
considered.
(b) Notwithstanding anything contained in these Articles to the
contrary, the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the outstanding shares entitled to vote,
voting together as a single class, shall be required to amend or repeal, or
adopt any provision inconsistent with, this Section 19.2.
<PAGE>
19.3 The Chairman, if any, of the Board of Directors, or any
Director designated by him, shall preside as Chairman at every general
meeting of the Company, or if there is no such Chairman, or if he or such
designee shall not be present within one (1) hour after the time appointed
for the holding of the meeting, or is unwilling to act, the Directors present
shall elect one of their number to be Chairman of the meeting.
19.4 If at any general meeting no Director is willing to act as
Chairman or if no Director is present within one (1) hour after the time
appointed for holding the meeting, the Members present shall choose one of
their number to be Chairman of the meeting.
19.5 The Chairman may, with the consent of any general meeting
duly constituted hereunder, adjourn the meeting from time to time and from
place to place, but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which the
adjournment took place. When a general meeting is adjourned for thirty (30)
days or more, notice of the adjourned meeting shall be given as in the case
of an original meeting; save as aforesaid it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an
adjourned general meeting.
19.6 At any general meeting a resolution put to the vote at the
meeting shall be decided on a poll taken in such manner as the Chairman
directs.
19.7 Subject to the rights of holders of any class or series
having a preference over the Ordinary Shares, every Member of record present
in person or by proxy shall have one vote for each issued and outstanding
Ordinary Share registered in his name in the Register.
19.8 In the case of joint holders of record the vote of the senior
who tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders, and for this purpose
seniority shall be determined by the order in which the names stand in the
register of Members.
19.9 A Member of unsound mind, or in respect of whom an order has
been made by any court, having jurisdiction in lunacy, may vote, whether on a
show of hands or on a poll, by his committee, receiver, curator bonis, or
other person in the nature of a committee, receiver or curator bonis
appointed by that court, and any such committee, receiver, curator bonis or
other persons may vote by proxy.
19.10 No Member shall be entitled to vote at any general meeting
unless he is registered as a Member of the Company on the record date for
such meeting or holds a valid proxy of such a Member or unless all calls or
other sums presently payable in respect of the shares to be voted have been
paid.
19.11 Votes may be given either personally or by proxy.
XX. PROXIES
20.1 The instrument appointing a proxy shall be in writing and
shall be executed under the hand of the appointor or of his attorney duly
<PAGE>
authorized in writing, or, if the appointor is a corporation under the hand
of an officer or attorney duly authorized in that behalf. A proxy need not
be a Member of the Company.
20.2 The instrument appointing a proxy shall be deposited at the
Registered Office of the Company or at such other place as is specified for
that purpose in the notice convening the meeting no later than the time for
holding the meeting, or adjourned meeting provided that the Chairman of the
meeting may at his discretion direct that an instrument of proxy shall be
deemed to have been duly deposited upon receipt of facsimile transmission of
the signed proxy or upon receipt of telex or cable confirmation from the
appointor that the instrument of proxy duly signed is in the course of
transmission to the Company.
20.3 The instrument appointing a proxy may be in any usual or
common form and may be expressed to be for a particular meeting or any
adjournment thereof or generally revoked.
20.4 A vote given in accordance with the term of an instrument of
proxy shall be valid notwithstanding the previous death or insanity of the
principal or revocation of the proxy or of the authority under which the
proxy was executed, or the transfer of the share in respect of which the
proxy is given provided that no intimation in writing of such death,
insanity, revocation or transfer as aforesaid shall have been received by the
Company at the office before the commencement of the general meeting, or
adjourned meeting at which it is sought to use the proxy.
20.5 Any corporation which is a Member of record of the Company
may in accordance with its Articles or other governing documents or in the
absence of such provision by resolution of its board of directors or other
governing body authorize such person as it thinks fit to act as its
representative at any meeting of the Company or of any class of Members of
the Company, and the person so authorized shall be entitled to exercise the
same powers on behalf of the corporation which he represents as the
corporation could exercise if it were an individual Member of record of the
Company.
XXI. DIRECTORS
21.1 (a) There shall be a Board of Directors appointed by a
plurality of the Members consisting of not less than three (3) nor more than
fifteen (15) persons. The Board of Directors shall have the exclusive power
and right to set the exact number of Directors within that range from time to
time by resolution adopted by the vote of a majority of the whole Board of
Directors.
(b) The Directors shall be divided into three classes, designated
by Class I, Class II and Class III. At the 1996 annual general meeting of
Members, Class I Directors shall be elected for a term expiring at the 1999
annual general meeting of Members, at the 1997 annual general meeting of
Members, Class II Directors shall be elected for a term expiring at the 2000
annual general meeting and at the 1998 annual general meeting of Members,
Class III Directors shall be elected for a term expiring at the 2001 annual
general meeting of Members. At each succeeding annual general meeting of
Members, successors to Directors whose terms expire at that annual general
<PAGE>
meeting shall be of the same class as the Directors they succeed and shall be
elected for three-year terms.
(c) If the number of Directors is decreased by resolution of the
Board of Directors pursuant to this Section 21.1, in no case shall that
decrease shorten the term of any incumbent Director.
(d) A Director shall hold office until the annual general meeting
for the year in which his term expires and until his successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement or removal from office. Any newly created directorship resulting
from an increase in the number of Directors and any other vacancy on the
Board of Directors, however caused, may be filled by a majority of the
Directors then in office, although less than a quorum, or by a sole remaining
Director. Any Director elected by the Board of Directors to fill a vacancy
shall hold office until the annual general meeting of Members for the year in
which the term of the Director vacating office expires and until his
successor shall have been elected and qualified. Any newly created
directorship resulting from an increase in the number of Directors may be
created in any Class of Directors that the Board of Directors may determine,
and any Director elected to fill the newly created vacancy shall hold office
until the term of office of such Class expires.
(e) One or more or all of the Directors of the Company may be
removed only for cause by the affirmative vote of the holders of at least a
majority of the outstanding shares generally entitled to vote, voting
together as a single class, at a meeting of Members for which proper notice
of the proposed removal has been given.
(f) Notwithstanding the foregoing, whenever the holders of any one
or more classes or series of shares issued by the Company shall have the
right, voting separately by class or series, to elect Directors at an annual
general meeting or extraordinary general meeting of Members, the election,
term of office, filling of vacancies and other features of such directorships
shall be governed by the provisions of these Articles. Directors so elected
shall not be divided into classes and shall be elected by such holders
annually unless expressly provided otherwise by those provisions or
resolutions. The aforesaid Directors and the Directors appointed under
Section 22.1 shall together constitute the Board of Directors from time to
time.
(g) Notwithstanding anything contained in these Articles to the
contrary, the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the outstanding shares generally entitled to
vote, voting together as a single class, shall be required to amend or repeal
or adopt any provision inconsistent with this Section 21.1.
21.2 The Board of Directors shall have the authority to fix the
compensation of Directors, which may include their expenses, if any, of
attendance at each meeting of the Directors or of a committee.
21.3 A Director may hold any other office or place of profit under
the Company in conjunction with his office of Director for such period and on
such terms as to remuneration and otherwise as the Board of Directors may
determine.
<PAGE>
21.4 A Director may act by himself or his firm in a professional
capacity for the Company and he or his firm shall be entitled to remuneration
for professional services as if he were not a Director.
21.5 No membership qualification for Directors shall be required.
21.6 A Director of the Company may be or become a Director or
other officer of or otherwise interested in any company promoted by the
Company or in which the Company may be interested as shareholder, member or
otherwise and no such Director shall be accountable to the Company for any
remuneration or other benefits received by him as a Director or officer of,
or from his interest in, such other company.
21.7 No person shall be disqualified from the office of Director
or prevented by such office from contracting with the Company, either as
vendor, purchaser or otherwise, nor shall any such contract or any contract
or transaction entered into by or on behalf of the Company in which any
Director shall be in any way interested or be liable to be avoided, nor shall
any Director so contracting or being so interested be liable to account to
the Company for any profit realized by any such contract or transaction by
reason of such Director holding office or of the fiduciary relation thereby
established. A Director shall be at liberty to vote in respect of any
contract or transaction in which he is so interested as aforesaid; provided,
however, that the nature of the interest of any Director in any such contract
or transaction shall be disclosed by him at or prior to its consideration and
any vote thereon.
21.8 A general notice that a Director is a member of any specified
firm or company and is to be regarded as interested in any transaction with
such firm or company shall be sufficient disclosure under Section 21.7 and
after such general notice it shall not be necessary to give special notice
relating to any particular transaction.
XXII. POWERS AND DUTIES OF DIRECTORS
22.1 The business and affairs of the Company shall be managed by
the Board of Directors who may exercise all such powers of the Company and do
all such lawful acts and things as are not, from time to time by the Statute
or by these Articles required to be exercised or done by the Company in
general meeting.
22.2 The Board of Directors may from time to time and at any time
by powers of attorney appoint any company, firm, person or body of persons,
whether nominated directly or indirectly by the Board of Directors, to be the
attorney or attorneys of the Company for such purpose and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by
the Board of Directors under these Articles) and for such period and subject
to such conditions as it may think fit, and any such powers of attorney may
contain such provisions for the protection and convenience of persons dealing
with any such attorneys as the Board of Directors may deem fit and may also
authorize any such attorney to delegate all or any of the powers, authorities
and discretions vested in him.
22.3 All cheques, promissory notes, drafts, bills of exchange and
other negotiable instruments and all receipts for monies paid to the Company
shall be signed, drawn, accepted, endorsed or otherwise executed as the case
<PAGE>
may be by such officer or officers or such other person or persons as the
Board of Directors shall from time to time designate.
22.4 The Board of Directors shall cause Minutes to be made for the
purpose of recording the proceedings at all meetings of the Company and the
Directors and of Committees of the Board of Directors.
22.5 The Board of Directors on behalf of the Company may direct
the payment of a gratuity or pension or allowance on retirement to any
Director who has held any other salaried office or place of profit with the
Company or to his widow or dependents and may make contributions to any fund
and pay premiums for the purchase or provision of any such gratuity, pension
or allowance.
22.6 The Board of Directors may exercise all the powers of the
Company to borrow money and to mortgage or charge its undertaking, property
and uncalled capital or any part thereof and to issue debentures, debenture
stock and other securities whether outright or as security for any debt,
liability or obligation of the Company or of any third party.
22.7 The Board of Directors may authorize any officer, officers,
agent or agents to enter into any contract or agreement of any nature
whatsoever, including, without limitation, any contract, deed, bond,
mortgage, guaranty, deed of trust, security agreement, pledge agreement, act
of pledge, collateral mortgage, collateral chattel mortgage or any other
document or instrument of any nature whatsoever, and to execute and deliver
any such contract, agreement, document or other instrument of any nature
whatsoever for and in the name of and on behalf of the Company, and such
authority may be general or confined to specific instances.
XXIII. COMMITTEES
23.1 The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more Directors. Except as limited by the Statute, the
Memorandum, these Articles of Association or the resolution establishing such
committee, each committee shall have and may exercise all of the authority of
the Board of Directors as the Board of Directors may determine and specify in
the respective resolutions appointing each such committee. A majority of all
of the members of any such committee may elect the Chairman of such committee
and may fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide, and meetings of any committee may be held upon such
notice, or without notice, as shall from time to time be determined by the
members of any such committee. At all meetings of any committee a majority
of its members (or the member, if only one) shall constitute a quorum for the
transaction of business, and the act of a majority of the members present
shall be the act of any such committee, unless otherwise specifically
provided by the Statute, the Memorandum, these Articles or the resolution
establishing such committee. The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors when
required. The Board of Directors shall have power at any time to change the
number, subject as aforesaid, and members of any such committee, to fill
vacancies and to discharge any such committee. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
<PAGE>
XXIV. PROCEEDINGS OF DIRECTORS
24.1 Except as otherwise provided by these Articles, the Board of
Directors shall meet together for the dispatch of business, convening,
adjourning and otherwise regulating its meetings as it thinks fit. Questions
arising at any meeting shall be decided by a majority of the Directors
present at a meeting at which there is a quorum.
24.2 Regularly scheduled meetings of the Board of Directors may be
held at such time and at such place as shall from time to time be determined
by the Board of Directors. Special meetings of the Board of Directors may be
called by the President of the Company on twenty-four (24) hours' notice to
each Director, either personally, by mail, telefax or by telegram; special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of two (2) Directors. Unless otherwise
required by the Statute, the Memorandum, or these Articles, neither the
business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice or waiver of notice of
such meeting. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except when a Director attends for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
24.3 The quorum necessary for the transaction of the business of
the Board of Directors shall be a majority of the Board.
24.4 All acts done by any meeting of the Board of Directors or of
a committee of the Board of Directors shall, notwithstanding that it be
afterwards discovered that there was some defect in the appointment of any
Director, or that they or any of them were disqualified, be as valid as if
every such person had been duly appointed and qualified to be a Director.
24.5 Members of the Board of Directors or of any committee thereof
may participate in a meeting of the Board or of such committee by means of
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other and
participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.
24.6 A resolution in writing (in one or more counterparts) signed
by all the Directors for the time being or all the members of a committee of
Directors shall be as valid and effectual as if it had been passed at a
meeting of the Board of Directors or committee as the case may be duly
convened and held.
XXV. VACATION OF OFFICE OF DIRECTOR
25.1 The office of a Director shall be vacated:
(a) If he gives notice in writing to the Company that he resigns
the office of Director;
(b) If he dies;
(c) If he is found to be or becomes of unsound mind; or
<PAGE>
(d) If removed pursuant to Section 21.1.
XXVI. CERTAIN BUSINESS COMBINATIONS
26.1 In addition to any approval by Members required by the
Statute or any other law of the Cayman Islands, the approval of the holders
of at least a majority of the outstanding shares entitled to vote, voting
together as a single class, at a meeting called for such purpose, shall be
required in order for the Company:
(i) to merge, consolidate or amalgamate with another company;
(ii) to reorganize or reconstruct itself pursuant to a plan
sanctioned by the Cayman Islands courts; or
(iii) to sell, lease or exchange all or substantially all of
the assets of the Company;
provided that the foregoing approval by Members shall not apply to any such
transaction of the Company with any entity which the Company, directly or
indirectly, controls, as defined in Rule 405 under the Securities Act of
1933, as amended from time to time, of the United States of America.
XXVII. SEAL
27.1 The Company may have a seal, and the seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise. Any officer of the Company will have the authority to affix the
seal to any document requiring it.
XXVIII. OFFICERS
28.1 The officers of the Company shall be appointed by the Board
of Directors and may include a Chairman of the Board, a Chief Executive
Officer, a President, Senior and Executive Vice Presidents and Vice
Presidents, a Secretary, a Treasurer and one or more Assistant Secretaries
and Assistant Treasurers. The Board of Directors may also choose such other
officers and agents as it shall deem necessary or desirable and such persons
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined by the Board of Directors from
time to time. Two or more offices may be held by the same person. None of
the officers need be a Director or a Member of the Company. The compensation
of all officers and agents of the Company shall be fixed from time to time by
the Board of Directors or pursuant to its direction. No officer shall be
prevented from receiving such compensation by reason of his also being a
Director. The officers of the Company shall hold office until their
successors are elected or appointed and qualified, or until their earlier
death, resignation, retirement, disqualification or removal. Any officer or
agent elected or appointed by the Board of Directors may be removed at any
time with or without cause by the affirmative vote of a majority of the Board
of Directors whenever, in its judgment, the best interests of the Company
shall be served thereby, but any such removal shall be without prejudice to
the contractual rights, if any, of the person so removed. Any officer may
resign at any time by giving written notice to the Company. Any such
<PAGE>
resignation shall take effect at the date of the receipt of such notice or at
such other time specified therein, and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective. Election or appointment of an officer or agent shall not of
itself create contract rights. Any vacancy occurring in any office of the
Company may be filled by the Board of Directors for the unexpired portion of
the term.
28.2 A provision of the Statute or these Articles requiring or
authorizing a thing to be done by a Director and an officer shall not be
satisfied by its being done by the one person acting in the dual capacity of
Director and officer.
XXIX. DIVIDENDS AND RESERVES
29.1 Subject to the Statute, the Board of Directors may from time
to time declare dividends on shares of the Company outstanding and authorize
payment of the same out of the profits of the Company (realized or
unrealized), share premium account, or any other account permitted by the
Statute, and may from time to time pay to the Members such interim dividends,
as appears to the Board of Directors to be permitted by the Statute.
29.2 The Board of Directors may deduct from any dividend payable
to any Member all sums of money (if any) presently payable by him to the
Company on account of calls or otherwise.
29.3 The Board of Directors may declare that any dividend be paid
wholly or partly by the distribution of shares or other securities of the
Company and/or specific assets and in particular of paid up shares,
debentures, or debenture stock of any other company or in any one or more of
such ways and where any difficulty arises in regard to such distribution, the
Board of Directors may settle the same as it deems expedient and in
particular may issue fractional shares and fix the value for distribution of
such specific assets or any part thereof and may determine that cash payments
shall be made to any Members upon the footing of the value so fixed in order
to adjust the rights of all Members and may vest any such specific assets in
trustees as may seem expedient to the Board of Directors.
29.4 The Board of Directors of the Company may declare and pay
stock dividends to the extent permitted by the law (without the need for
Member approval).
29.5 No dividend shall bear interest against the Company unless
expressly authorized by the Board of Directors.
XXX. CAPITALIZATION
30.1 The Company may upon the recommendation of the Board of
Directors capitalise any sum standing to the credit of any of the Company's
reserve accounts (including share premium account and capital redemption
reserve fund) or any sum standing to the credit of profit and loss account or
otherwise available for distribution and to appropriate such sum to Members
in the proportions in which such sum would have been divisible amongst them
had the same been a distribution of profits by way of dividend and to apply
such sum on their behalf in paying up in full unissued shares (not being
<PAGE>
redeemable shares) for allotment and distribution credited as fully paid up
to and amongst them in the proportion aforesaid. In such event the Board of
Directors shall do all acts and things required to give effect to such
capitalization, with full power to the Board of Directors to make such
provisions as it thinks fit for the case of shares becoming distributable in
fractions (including provisions whereby the benefit of fractional
entitlements accrue to the Company rather than to the Members concerned).
The Board of Directors may authorize any person to enter on behalf of all of
the Members interested into an agreement with the Company providing for such
capitalization and matters incidental thereto and any agreement made under
such authority shall be effective and binding on all concerned.
XXXI. AUDIT
31.1 The accounts relating to the Company's affairs shall be
audited in such manner, if at all, as may be determined from time to time by
the Board of Directors.
XXXII. NOTICES
32.1 Notices shall be in writing and may be given by the Company
to any Member either personally or by sending it by post, air courier, cable,
facsimile transmission or telex to him or to his address as shown in the
register of Members, such notice, if mailed, to be forwarded airmail where
practicable. Any such notice shall be deemed to have been effected on the
date the letter containing the same is posted as aforesaid, or sent by air
courier, cable, facsimile transmission or telex.
32.2 A notice may be given by the Company to the joint holders of
record of a share by giving the notice to the joining holder first named on
the register of Members in respect of the share.
32.3 A notice may be given by the Company to the person or persons
which the Company has been advised are entitled to a share or shares in
consequence of the death or bankruptcy of a Member by sending it through the
post as aforesaid in a prepaid letter addressed to them by name, or by the
title of representatives of the deceased, or trustee of the bankruptcy, or by
any like description at the address supplied for that purpose by the persons
claiming to be so entitled, or at the option of the Company by giving the
notice in any manner in which the same might have been given if the death or
bankruptcy had not occurred.
32.4 Notice of every general meeting shall be given in any manner
hereinbefore authorized to:
(a) every holder of voting shares as shown in the register of
Members as of the record date for such meeting except that in the case
of joint holder the notice shall be sufficient if given to the joint
holder first named in the register of Members;
(b) every person upon whom the ownership of a voting share
devolves by reason of his being a legal personal representative or a
trustee in bankruptcy of a holder of voting shares of record where such
holder but for his death or bankruptcy would be entitled to receive
notice of the meeting; and
<PAGE>
except as otherwise required by law or these Articles, no other person shall
be entitled to receive notice of general meetings.
XXXIII. INDEMNITY AND LIMITATION OF LIABILITY
33.1 (a) The Company shall indemnify, to the full extent now or
hereafter permitted by law, any person (including his heirs, executors and
administrators) who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Company), by reason of his
acting as, or having in the past acted as, a Director, officer, employee or
agent of, or his acting in any other capacity for or on behalf of, the
Company, (including his serving for, on behalf of or at the request of the
Company as a Director, officer employee or agent of another company,
partnership, joint venture, trust or other enterprise, or in a fiduciary or
other capacity with respect to any employee benefit plan maintained by the
Company) against any expense (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person (or his heirs, executors and administrators) in respect thereof. The
Company shall advance the expenses of defending any such action, suit or
proceeding (including appeals) in accordance with and to the full extent now
or hereafter permitted by law.
(b) The Board of Directors may, notwithstanding any interest of
the directors in such action, authorize the Company to purchase and maintain
insurance on behalf of any person described in Section 33.1(a), against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Company would have the
power to indemnify him against such liability under the provisions of this
Article XXXIII.
(c) Directors of the Company shall have no personal liability to
the Company or its Members for monetary damages for breach of fiduciary or
other duties as a director, except (i) for any breach of a director's duty of
loyalty to the Company or its Members, (ii) for act or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
or (iii) for any transaction from which a director derived an improper
personal benefit.
(d) The provisions of this Article XXXIII shall be applicable to
all actions, claims, suits or proceedings made or commenced after the
adoption hereof, whether arising from acts or omissions to act occurring
before or after its adoption. The provisions of this Article XXXIII shall be
deemed to be a contract between the Company and each director, officer,
employee or agent who serves in such capacity at any time while this Article
and the relevant provisions of the law, if any, are in effect, and any repeal
or modification thereof shall not affect any rights or obligations then
existing with respect to any state of facts or any action, suit or proceeding
then or theretofore existing, or any action, suit or proceeding thereafter
brought or threatened based in whole or in part on any such state of facts.
If any provision of this Article XXXIII shall be found to be invalid or
limited in application by reason of any law or regulation, it shall not
affect any other application of such provision or the validity of the
remaining provisions hereof. The rights of indemnification and advancement
of expenses provided in this Article shall neither be exclusive of, nor be
<PAGE>
deemed in limitation of, any rights to which any such officer, director,
employee or agent may otherwise be entitled or permitted by contract, vote of
Members or directors or otherwise, or as a matter of law, both as to actions
in his official capacity and actions in any other capacity while holding such
office, it being the policy of the Company that indemnification of the
specified individuals shall be made to the fullest extent permitted by law.
XXXIV. BOOKS AND RECORDS
34.1 In addition to any rights which may be conferred on Members
by Statute, upon written demand under oath stating the purpose thereof, any
Member may review for any proper purpose, during usual hours for business,
the books and records of the Company, including without limitation, the
Register. A proper purpose shall mean a purpose reasonably related to such
person's interest as a Member.
XXXV. WINDING UP
35.1 In the event of any dissolution, liquidation or winding up of
the Company, whether voluntary or involuntary, after there shall have been
paid or set aside for payment to the holders of any outstanding shares
ranking senior to the Ordinary Shares as to distribution on liquidation,
distribution or winding up, the full amounts to which they shall be entitled
and the holders of the then outstanding Ordinary Shares shall be entitled to
receive, pro rata according to the number of Ordinary Shares registered in
the names of such Members, any remaining assets of the Company available for
distribution to its Members; provided, if, at such time, the holder of
Ordinary Shares has any outstanding debts, liabilities or engagements to or
with the Company (whether presently payable or not), either alone or jointly
with any other person, whether a Member or not (including, without
limitation, any liability associated with the unpaid purchase price of such
Ordinary Shares), the liquidator appointed to oversee the liquidation of the
Company may deduct from the amount payable in respect of such Ordinary Shares
the aggregate amount of such debts, liabilities and engagements and apply
such amount to any of such holders debts, liabilities or engagements to or
with the Company (whether presently payable or not). The liquidator may
distribute, in kind, to the holders of the Ordinary Shares remaining assets
of the Company or may sell, transfer or otherwise dispose of all or any part
of such remaining assets to any other person, corporation, trust or entity
and receive payment therefor in cash, shares or obligations of such other
person, corporation, trust or entity or any combination thereof, and may sell
all or any part of the consideration so received, and may distribute the
consideration received or any balance or proceeds thereof to holders of the
Ordinary Shares. The liquidator may, with the like sanction, vest the whole
or any part of such assets in trustees upon such trusts for the benefit of
the contributories as the liquidator, with the like sanction shall think fit,
but so that no Member shall be compelled to accept any shares or other
securities whereon there is any liability.
XXXVI. DEREGISTRATION
36.1 (a) The Company may by Special Resolution resolve to be
registered by way of continuation in a jurisdiction outside the Cayman
Islands or such other jurisdiction in which it is for the time being
incorporated, registered or existing; and
<PAGE>
(b) In furtherance of a resolution adopted pursuant to (a)
above of this Regulation, the Directors may cause an application to be
made to the Registrar of Companies to deregister the Company in the
Cayman Islands or such other jurisdiction in which it is for the time
being incorporated, registered or existing and may cause all such
further steps as they consider appropriate to be taken to effect the
transfer by way of continuation of the Company.
XXXVII. FISCAL YEAR
37.1 Each Fiscal Year shall commence on such date as may be
specified by the Board of Directors.
XXXVIII. AMENDMENTS OF ARTICLES
38.1 Subject to the Statute, except as otherwise provided in these
Articles, the Company may at anytime and from time to time by Special
Resolution alter or amend these Articles in whole or in part.
Exhibit 3.2
THE COMPANIES LAW
COMPANY LIMITED BY SHARES
FORM OF
MEMORANDUM OF ASSOCIATION
OF
TRITON ENERGY LIMITED
(Adopted by Special Resolution of
the Members effective March 25, 1996)
1. The name of the company is Triton Energy Limited (the
"Company").
2. The Registered Office of the Company shall be situated at the
offices of Caledonian Bank & Trust Limited, Ground Floor, Caledonian House,
Mary Street, P. 0. Box 1043, George Town, Grand Cayman, Cayman Islands, or at
such other place as the Board of Directors may from time to time determine.
3. The objects for which the Company is established are
unrestricted and the Company shall have full power and authority to carry out
any objective not prohibited by any law as provided by Section 6(4) of the
Companies Act (1995 Revision).
4. Except as prohibited or limited by the Companies Law (1995
Revision), the Company shall have full power and authority to carry out any
object and shall have and be capable of from time to time and at all times
exercising any and all of the powers at any time or from time to time
exercisable by a natural person or body corporate in doing in any part of the
world whether as principal, agent, contractor, or otherwise whatever may be
considered by it necessary or desirable for the attainment of its objects and
whatever else may be considered by it as incidental or conducive thereto or
consequential thereof, including, but without in any way restricting the
generality of the foregoing, the power to make any alterations or amendments to
<PAGE>
this Memorandum of Association and the Articles of Association of the Company
considered necessary or convenient in the manner set out in the Articles of
Association of the Company all irrespective of any question of corporate
benefit, and the power to do any of the following acts or things, viz: to pay
all expenses of and incidental to the promotion, formation and incorporation of
the Company; to sell, lease or dispose of any property of the Company; to draw,
make, accept, endorse, discount, execute and issue promissory notes,
debentures, bills of exchange, bills of lading, warrants and other negotiable
or transferable instruments; to lend money or other assets and to act as
guarantors; to borrow or raise money on the security of the undertaking or on
all or any of the assets of the Company including uncalled capital or without
security; to invest monies of the Company; to sell the undertaking of the
Company for cash or any other consideration; to distribute assets in specie to
members of the Company; to carry on any trade or business and generally to do
all acts and things which may be conveniently or profitably or usefully
acquired and dealt with, carried on, executed or done by the Company.
5. The liability of each member is limited to the amount from time
to time unpaid on such member's shares.
6. The share capital of the Company is U.S. $2,200,000, divided
into 200,000,000 Ordinary Shares, par value of U.S. $0.01 per share, and
20,000,000 other Shares, par value of U.S. $0.01 per share, which may be issued
in series, all of such shares with power for the Company insofar as is
permitted by law, to redeem, call or purchase any of its shares and to increase
or reduce the said capital subject to the provisions of the Companies Law (1995
Revision) and the Articles of Association and to issue any part of its capital,
whether original, redeemed, called or increased with or without any preference,
priority or special privilege or subject to any postponement of rights or to
any conditions or restrictions and so that unless the conditions of issue shall
otherwise expressly declare every issue of shares whether declared to be
<PAGE>
ordinary, preference or otherwise shall be subject to the powers hereinabove
contained.
7. The Company may exercise the power contained in Section 223 of
The Companies Law (1995 Revision) to deregister in the Cayman Islands and be
registered by way of continuation in some other jurisdiction.
8. Nothing in the preceding sections shall be deemed to permit the
Company to carry on the business of a Bank or Trust Company without being
licensed in that behalf under the provisions of the Banks & Trust Companies Law
(1995 Revision), or to carry on Insurance Business from within the Cayman
Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker
without being licensed in that behalf under the provisions of the Insurance Law
(1995 Revision), or to carry on the business of Company Management without
being licensed in that behalf under the provisions of the Companies Management
Law (1996 Revision).
9. The Company will not trade in the Cayman Islands with any
person, firm or company except in furtherance of the business of the Company
carried on outside the Cayman Islands; provided that nothing in this section
shall be construed as to prevent the Company effecting and concluding contracts
in the Cayman Islands, and exercising in the Cayman Islands all of its powers
necessary for the carrying on of its business outside the Cayman Islands.
Exhibit 4.1
EXECUTION COPY
TRITON ENERGY LIMITED
and
CHEMICAL BANK,
as Rights Agent
Form of
Rights Agreement
Dated as of March 25, 1996
<PAGE>
TABLE OF CONTENTS
Page
Section 1. Certain Definitions . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Appointment of Rights Agent . . . . . . . . . . . . . . . . . 7
Section 3. Issue of Right Certificates . . . . . . . . . . . . . . . . . 7
Section 4. Form of Right Certificates . . . . . . . . . . . . . . . . . 10
Section 5. Countersignature and Registration . . . . . . . . . . . . . . 10
Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7. Exercise of Rights, Purchase Price; Expiration Date of
Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 8. Cancellation and Destruction of Right Certificates . . . . . 14
Section 9. Availability of Shares of Preference Shares . . . . . . . . . 15
Section 10. Preference Share Record Date . . . . . . . . . . . . . . . . 17
Section 11. Adjustment of Purchase Price, Number of Shares and
Number of Rights . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 12. Certificate of Adjusted Purchase Price or Number of
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earnings Power . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 14. Fractional Rights and Fractional Shares . . . . . . . . . . 39
Section 15. Rights of Action . . . . . . . . . . . . . . . . . . . . . . 41
Section 16. Agreement of Right Holders . . . . . . . . . . . . . . . . . 41
Section 17. Right Certificate Holder Not Deemed a Shareholder . . . . . 42
Section 18. Concerning the Rights Agent . . . . . . . . . . . . . . . . 42
Section 19. Merger or Consolidation or Change of Name of Rights
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 20. Duties of Rights Agent . . . . . . . . . . . . . . . . . . . 44
Section 21. Change of Rights Agent . . . . . . . . . . . . . . . . . . . 48
Section 22. Issuance of New Right Certificates . . . . . . . . . . . . . 49
<PAGE>
Section 23. Redemption . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 24. Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 25. Notice of Certain Events . . . . . . . . . . . . . . . . . . 53
Section 26. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 27. Supplements and Amendments . . . . . . . . . . . . . . . . . 55
Section 28. Successors . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 29. Benefits of this Agreement . . . . . . . . . . . . . . . . . 56
Section 30. Severability . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 31. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 56
Section 32. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 33. Descriptive Headings . . . . . . . . . . . . . . . . . . . . 57
<PAGE>
RIGHTS AGREEMENT
Agreement, dated as of March ___, 1996, between Triton Energy
Limited, a company organized under the laws of the Cayman Islands (the
"Company"), and Chemical Bank, a national banking association (the "Rights
Agent").
The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each Ordinary
Share (as such term is hereinafter defined) of the Company outstanding as of
the close of business (as defined below) on March __, 1996 (the "Record
Date"), each Right representing the right to purchase one one-thousandth
(subject to adjustment) of a Preference Share (as hereinafter defined), upon
the terms and subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Right (subject to adjustment as
provided herein) with respect to each Ordinary Share that shall become
outstanding between the Record Date and the earliest of the Distribution
Date, the Redemption Date and the Final Expiration Date (as such terms are
hereinafter defined); provided, however, that Rights may be issued with
respect to Ordinary Shares that shall become outstanding after the
Distribution Date and prior to the Redemption Date and the Final Expiration
Date in accordance with Section 22.
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. For purposes of this Agreement,
the following terms have the meaning indicated:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which shall be the Beneficial Owner (as such
term is hereinafter defined) of a number of Ordinary Shares (as such
<PAGE>
term is hereinafter defined) equal to 15% or more of the number of
Ordinary Shares (as such term is hereinafter defined) then outstanding,
but shall not include an Exempt Person (as such term is hereinafter
defined); provided, however, that if the Board of Directors of the
Company determines in good faith that a Person who would otherwise be an
"Acquiring Person" has become such inadvertently (including, without
limitation, because (i) such Person was unaware that it beneficially
owned a number of Ordinary Shares that would otherwise cause such Person
to be a "Acquiring Person" or (ii) such Person was aware of the extent
of its Beneficial Ownership of Ordinary Shares but had no actual
knowledge of the consequences of such Beneficial Ownership under this
Rights Agreement) and without any intention of changing or influencing
control of the Company, and such Person, as promptly as practicable
after being advised of such determination, divests himself or itself of
Beneficial Ownership of a sufficient number of Ordinary Shares so that
such Person would no longer be an Acquiring Person, then such Person
shall not be deemed to be or to have become an "Acquiring Person" for
any purposes of this Agreement. Notwithstanding the foregoing, (i) if a
Person would be deemed an Acquiring Person upon the adoption of this
Agreement, such Person will not be deemed an Acquiring Person for any
purposes of this Agreement unless and until such Person acquires
Beneficial Ownership of any additional Ordinary Shares after the
adoption of this Agreement unless upon the consummation of the
acquisition of such additional Ordinary Shares such Person does not
beneficially own a number of Ordinary Shares equal to 15% or more of the
number of Ordinary Shares then outstanding and (ii) no Person shall
become an "Acquiring Person" as the result of an acquisition of Ordinary
Shares by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of Ordinary Shares
<PAGE>
beneficially owned by such Person to 15% or more of the number of
Ordinary Shares then outstanding, provided, however, that if a Person
shall become the Beneficial Owner of a number of Ordinary Shares equal
to 15% or more of the number of Ordinary Shares then outstanding by
reason of such share acquisitions by the Company and thereafter become
the Beneficial Owner of any additional Ordinary Shares, then such Person
shall be deemed to be an "Acquiring Person" unless upon the consummation
of the acquisition of such additional Ordinary Shares such Person does
not beneficially own a number of Ordinary Shares equal to 15% or more of
the number of Ordinary Shares then outstanding. The phrase "then
outstanding", when used with reference to a Person's Beneficial
Ownership of securities of the Company, shall mean the number of such
securities then issued and outstanding together with the number of such
securities not then actually issued and outstanding which such Person
would be deemed to beneficially own hereunder.
(b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as in effect on the date of this Agreement.
(c) A Person shall be deemed the "Beneficial Owner" of, shall be
deemed to have "Beneficial Ownership" of and shall be deemed to
"beneficially own" any securities:
(i) which such Person or any of such Person's Affiliates or
Associates is deemed to beneficially own, directly or indirectly
within the meaning of Rule 13d-3 of the General Rules and
Regulations under the Exchange Act as in effect on the date of this
Agreement;
(ii) which such Person or any of such Person's Affiliates or
Associates has (A) the right to acquire (whether such right is
<PAGE>
exercisable immediately or only after the passage of time) pursuant
to any agreement, arrangement or understanding (other than
customary agreements with and between underwriters and selling
group members with respect to a bona fide public offering of
securities), or upon the exercise of conversion rights, exchange
rights, rights, warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the Beneficial Owner of,
or to beneficially own, (x) securities tendered pursuant to a
tender or exchange offer made by or on behalf of such Person or any
of such Person's Affiliates or Associates until such tendered
securities are accepted for purchase, (y) securities which such
Person has a right to acquire on the exercise of Rights at any time
prior to the time a Person becomes an Acquiring Person or (z)
securities issuable upon exercise of Rights from and after the time
a Person becomes an Acquiring Person if such Rights were acquired
by such Person or any of such Person's Affiliates or Associates
prior to the Distribution Date or pursuant to Section 3(a) or
Section 22 hereof ("original Rights") or pursuant to Section 11(i)
or Section 11(n) with respect to an adjustment to original Rights;
or (B) the right to vote pursuant to any agreement, arrangement or
understanding; provided, however, that a Person shall not be deemed
the Beneficial Owner of, or to beneficially own, any security by
reason of such agreement, arrangement or understanding if the
agreement, arrangement or understanding to vote such security (1)
arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules and
regulations promulgated under the Exchange Act and (2) is not also
<PAGE>
then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report); or
(iii) which are beneficially owned, directly or indirectly, by
any other Person with which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or
understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide
public offering of securities) for the purpose of acquiring,
holding, voting (except to the extent contemplated by the proviso
to Section 1(c)(ii)(B)) or disposing of any securities of the
Company.
(d) "Business Day" shall mean any day other than a Saturday, a
Sunday, or a day on which banking institutions in the State of New York,
U.S.A. or the State in the U.S.A. in which the principal office of the
Rights Agent is located, are authorized or obligated by law or executive
order to close.
(e) "close of business" on any given date shall mean 5:00 P.M.,
New York City time, on such date; provided, however, that if such date
is not a Business Day it shall mean 5:00 P.M., New York City time, on
the next succeeding Business Day.
(f) "Distribution Date" shall have the meaning set forth in
Section 3 hereof.
(g) "Exempt Person" shall mean the Company, any Subsidiary (as
such term is hereinafter defined) of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any entity
or trustee holding Ordinary Shares for or pursuant to the terms of any
such plan or for the purpose of funding any such plan or funding other
<PAGE>
employee benefits for employees of the Company or of any Subsidiary of
the Company.
(h) "Final Expiration Date" shall have the meaning set forth in
Section 7 hereof.
(i) "New York Stock Exchange" shall mean the stock market operated
by the New York Stock Exchange, Inc.
(j) "Ordinary Shares" when used with reference to the Company,
shall mean the Ordinary Shares, par value $.01 per share, of the
Company. "Ordinary Shares" when used with reference to any Person other
than the Company shall mean the share capital (or, in the case of an
unincorporated entity, the equivalent equity interest) with the greatest
voting power of such other Person or, if such other Person is a
subsidiary of another Person, the Person or Persons which ultimately
control such first-mentioned Person.
(k) "Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such
entity.
(l) "Preference Shares" shall mean the Series A Junior
Participating Preference Shares, par value $.01 per share, of the
Company having the rights and preferences set forth in the resolutions
establishing such class of Preference Shares attached hereto as Exhibit
A.
(m) "Redemption Date" shall have the meaning set forth in Section
7 hereof.
(n) "Securities Act" shall mean the U.S. Securities Act of 1933,
as amended.
(o) "Share Acquisition Date" shall mean the first date of public
announcement (which for purposes of this definition, shall include,
without limitation, a report filed pursuant to Section 13(d) of the
<PAGE>
Exchange Act) by the Company or an Acquiring Person that an Acquiring
Person has become such or such earlier date as a majority of the Board
of Directors shall become aware of the existence of an Acquiring Person.
(p) "Subsidiary" of any Person shall mean any corporation or other
entity of which securities or other ownership interests having ordinary
voting power sufficient to elect a majority of the board of directors or
other persons performing similar functions are beneficially owned,
directly or indirectly, by such Person, and any corporation or other
entity that is otherwise controlled by such Person.
Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Ordinary Shares) in accordance
with the terms and conditions hereof, and the Rights Agent hereby accepts
such appointment. The Company may from time to time appoint such co-Rights
Agents as it may deem necessary or desirable.
Section 3. Issue of Right Certificates. (a) Until the earlier of
(i) the tenth day after the Share Acquisition Date or (ii) the tenth business
day (or such later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring Person) after
the date of the commencement by any Person (other than an Exempt Person) of,
or of the first public announcement of the intention of such Person (other
than an Exempt Person) to commence, a tender or exchange offer the
consummation of which would result in any Person becoming the Beneficial
Owner of a number of Ordinary Shares equal to 15% or more of the number of
Ordinary Shares then outstanding (including any such date which is after the
date of this Agreement and prior to the issuance of the Rights; the earlier
of such dates being herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of Section 3(b) hereof)
<PAGE>
by the certificates for Ordinary Shares registered in the names of the
holders thereof and not by separate Right Certificates, and (y) the Rights
will be transferable only in connection with the transfer of the Ordinary
Shares. As soon as practicable after the Distribution Date, the Company will
prepare and execute, the Rights Agent will countersign, and the Company will
send or cause to be sent (and the Rights Agent will, if requested, send) by
first-class, insured, postage-prepaid mail, to each record holder of Ordinary
Shares as of the close of business on the Distribution Date (other than any
Acquiring Person or any Associate or Affiliate of an Acquiring Person), at
the address of such holder shown on the records of the Company, a Right
Certificate, in substantially the form of Exhibit B hereto (a "Right
Certificate"), evidencing one Right (subject to adjustment as provided
herein) for each Ordinary Share so held. As of the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Shares of
Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary
of Rights"), by first-class, postage-prepaid mail, to each record holder of
Ordinary Shares as of the close of business on the Record Date (other than
any Acquiring Person or any Associate or Affiliate of any Acquiring Person),
at the address of such holder shown on the records of the Company. With
respect to certificates for Ordinary Shares outstanding as of the Record
Date, until the Distribution Date, the Rights will be evidenced by such
certificates registered in the names of the holders thereof together with the
Summary of Rights. Until the Distribution Date (or the earlier of the
Redemption Date or the Final Expiration Date), the surrender for transfer of
any certificate for Ordinary Shares outstanding on the Record Date, with or
without a copy of the Summary of Rights, shall also constitute the transfer
of the Rights associated with the Ordinary Shares represented thereby.
<PAGE>
(c) Certificates issued for Ordinary Shares (including, without
limitation, upon conversion, disposition of Ordinary Shares out of treasury
stock or issuance or reissuance of Ordinary Shares out of authorized but
unissued shares) after the Record Date but prior to the earliest of the
Distribution Date, the Redemption Date or the Final Expiration Date shall
have impressed on, printed on, written on or otherwise affixed to them the
following legend:
This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Rights
Agreement between Triton Energy Limited and Chemical
Bank, dated as of March ___, 1996 as the same may be
amended from time to time (the "Rights Agreement"), the
terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal
executive offices of Triton Energy Limited. 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. Triton Energy Limited will mail to the
holder of this certificate a copy of the Rights Agreement
without charge after receipt of a written request
therefor. Under certain circumstances, as set forth in
the Rights Agreement, Rights owned by or transferred to
any Person who becomes an Acquiring Person (as defined in
the Rights Agreement) and certain transferees thereof
will become null and void and will no longer be
transferable.
With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Ordinary Shares represented
by such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate, except as otherwise provided
herein, shall also constitute the transfer of the Rights associated with the
Ordinary Shares represented thereby. In the event that the Company purchases
or otherwise acquires any Ordinary Shares after the Record Date but prior to
the Distribution Date, any Rights associated with such Ordinary Shares shall
be deemed cancelled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Ordinary Shares which are no longer
outstanding. After the Distribution Date, Ordinary Shares issued upon the
<PAGE>
conversion of another class of Ordinary Shares shall not have Right
Certificates attached thereto.
Notwithstanding this paragraph (c), the omission of a legend shall
not affect the enforceability of any part of this Agreement or the rights of
any holder of the Rights.
Section 4. Form of Right Certificates. The Right Certificates
(and the forms of election to purchase shares and of assignment to be printed
on the reverse thereof) shall be substantially in the form set forth in
Exhibit A hereto and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law or with
any rule or regulation made pursuant thereto or with any rule or regulation
of the New York Stock Exchange or of any other stock exchange or automated
quotation system on which the Rights may from time to time be listed, or to
conform to usage. Subject to the provisions of Sections 11, 13 and 22
hereof, the Right Certificates shall entitle the holders thereof to purchase
such number of one one-thousandths of a share of Preferred Stock as shall be
set forth therein at the price per one one-thousandth of a share of Preferred
Stock set forth therein (the "Purchase Price"), but the number of such one
one-thousandths of a share of Preferred Stock and the Purchase Price shall be
subject to adjustment as provided herein.
Section 5. Countersignature and Registration. (a) The Right
Certificates shall be executed on behalf of the
Company by the President, any of the Vice Presidents, the Treasurer or the
Controller of the Company, either manually or by facsimile signature, shall
have affixed thereto the Company's seal or a facsimile thereof, and shall be
attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature. The Right Certificates shall be manually
<PAGE>
countersigned by the Rights Agent and shall not be valid for any purpose
unless countersigned. In case any officer of the Company who shall have
signed any of the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery
by the Company, such Right Certificates, nevertheless, may be countersigned
by the Rights Agent and issued and delivered by the Company with the same
force and effect as though the Person who signed such Right Certificates had
not ceased to be such officer of the Company; and any Right Certificate may
be signed on behalf of the Company by any Person who, at the actual date of
the execution of such Right Certificate, shall be a proper officer of the
Company to sign such Right Certificate, although at the date of the execution
of this Agreement any such Person was not such an officer.
(b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at an office or agency designated for such purpose, books
for registration and transfer of the Right Certificates issued hereunder.
Such books shall show the names and addresses of the respective holders of
the Right Certificates, the number of Rights evidenced on its face by each of
the Right Certificates and the date of each of the Right Certificates.
Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. (a)
Subject to the provisions of Sections 7(e), 11(a)(ii) and 14 hereof, at any
time after the close of business on the Distribution Date, and prior to the
close of business on the earlier of the Redemption Date or the Final Expi-
ration Date, any Right Certificate or Right Certificates may be transferred,
split up, combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like number of
one one-thousandths of a Preference Share as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase. Any
registered holder desiring to transfer, split up, combine or exchange any
<PAGE>
Right Certificate or Right Certificates shall make such request in writing
delivered to the Rights Agent, and shall surrender the Right Certificate or
Right Certificates to be transferred, split up, combined or exchanged at the
office or agency of the Rights Agent designated for such purpose. Thereupon
the Rights Agent shall countersign and deliver to the Person entitled thereto
a Right Certificate or Right Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates.
(b) Subject to the provisions of Section 11(a)(ii) hereof, at any
time after the Distribution Date and prior to the close of business on the
earlier of the Redemption Date or the Final Expiration Date, upon receipt by
the Company and the Rights Agent of evidence reasonably satisfactory to them
of the loss, theft, destruction or mutilation of a Right Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and, at the Company's request, reimbursement to the
Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Right
Certificate if mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for delivery to the registered
holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.
Section 7. Exercise of Rights, Purchase Price; Expiration Date of
Rights. (a) Except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date, and thereafter the registered holder of
any Right Certificate may, subject to Section 11(a)(ii) hereof and except as
otherwise provided herein, exercise the Rights evidenced thereby in whole or
in part upon surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights Agent at
<PAGE>
the office or agency of the Rights Agent designated for such purpose,
together with payment of the Purchase Price for each one one-thousandth of a
Preference Share as to which the Rights are exercised, at any time which is
both after the Distribution Date and prior to the earliest of (i) the close
of business on May 22, 2005 (the "Final Expiration Date"), (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date") or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.
(b) The Purchase Price shall be initially $120 for each one
one-thousandth of a Preference Share purchasable upon the exercise of a
Right. The Purchase Price and the number of one one-thousandths of a
Preference Share or other securities or property to be acquired upon exercise
of a Right shall be subject to adjustment from time to time as provided in
Sections 11 and 13 hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) of this Section 7.
(c) Except as otherwise provided herein, upon receipt of a Right
Certificate representing exercisable Rights, with the form of election to
purchase duly executed, accompanied by payment of the aggregate Purchase
Price for the shares of Preferred Stock to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such
Right Certificate in accordance with Section 9 hereof, in cash or by
certified check, cashier's check or money order payable to the order of the
Company, the Rights Agent shall thereupon promptly (i) (A) requisition from
any transfer agent of the Preference Shares certificates for the number of
Preference Shares to be purchased and the Company hereby irrevocably
authorizes its transfer agent to comply with all such requests, or (B)
requisition from the depositary agent depositary receipts representing
interests in such number of one one-thousandths of a Preference Share as are
to be purchased (in which case certificates for the Preference Shares repre-
<PAGE>
sented by such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company hereby directs the depositary agent to
comply with such request, (ii) when appropriate, requisition from the Company
the amount of cash to be paid in lieu of issuance of fractional shares in
accordance with Section 14 hereof, (iii) promptly after receipt of such
certificates or depositary receipts, cause the same to be delivered to or
upon the order of the registered holder of such Right Certificate, registered
in such name or names as may be designated by such holder and (iv) when
appropriate, after receipt, promptly deliver such cash to or upon the order
of the registered holder of such Right Certificate.
(d) Except as otherwise provided herein, in case the registered
holder of any Right Certificate shall exercise less than all the Rights
evidenced thereby, a new Right Certificate evidencing Rights equivalent to
the exercisable Rights remaining unexercised shall be issued by the Rights
Agent to the registered holder of such Right Certificate or to his duly
authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder of Rights upon the occurrence of
any purported transfer or exercise of Rights pursuant to Section 6 hereof or
this Section 7 unless such registered holder shall have (i) completed and
signed the certificate contained in the form of assignment or election to
purchase set forth on the reverse side of the Rights Certificate surrendered
for such transfer or exercise and (ii) provided such additional evidence of
the identity of the Beneficial Owner (or former Beneficial Owner) thereof as
the Company shall reasonably request.
Section 8. Cancellation and Destruction of Right Certificates.
All Right Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or to
<PAGE>
any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Rights Agent for cancellation and retirement, and the
Rights Agent shall so cancel and retire, any other Right Certificate
purchased or acquired by the Company otherwise than upon the exercise
thereof. The Rights Agent shall deliver all cancelled Right Certificates to
the Company, or shall, at the written request of the Company, destroy such
cancelled Right Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.
Section 9. Availability of Shares of Preference Shares.
(a) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued Preference
Shares or any Preference Shares held in its treasury, the number of
Preference Shares that will be sufficient to permit the exercise in full of
all outstanding Rights.
(b) So long as the Preference Shares (and, following the time that
a Person becomes an Acquiring Person, Ordinary Shares and other securities)
issuable upon the exercise of Rights may be listed or admitted to trading on
the New York Stock Exchange or listed on any other national securities
exchange or quotation system, the Company shall use its best efforts to
cause, from and after such time as the Rights become exercisable, all shares
reserved for such issuance to be listed or admitted to trading on the New
York Stock Exchange or listed on any other exchange or quotation system upon
official notice of issuance upon such exercise.
(c) From and after such time as the Rights become exercisable, the
Company shall use its best efforts, if then necessary to permit the issuance
of Preference Shares (and following the time that a Person first becomes an
<PAGE>
Acquiring Person, Ordinary Shares and other securities) upon the exercise of
Rights, to register and qualify such Preference Shares (and following the
time that a Person first becomes an Acquiring Person, Ordinary Shares and
other securities) under the Securities Act and any applicable state
securities or "Blue Sky" laws (to the extent exemptions therefrom are not
available), cause such registration statement and qualifications to become
effective as soon as possible after such filing and keep such registration
and qualifications effective until the earlier of the date as of which the
Rights are no longer exercisable for such securities and the Final Expiration
Date. The Company may temporarily suspend, for a period of time not to
exceed 90 days, the exercisability of the Rights in order to prepare and file
a registration statement under the Securities Act and permit it to become
effective. Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect. Notwithstanding any provision of this
Agreement to the contrary, the Rights shall not be exercisable in any
jurisdiction unless the requisite qualification in such jurisdiction shall
have been obtained and until a registration statement under the Securities
Act (if required) shall have been declared effective.
(d) The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Preference Shares (and,
following the time that a Person becomes an Acquiring Person, Ordinary Shares
and other securities) delivered upon exercise of Rights shall, at the time of
delivery of the certificates therefor (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and non-
assessable shares.
(e) The Company further covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and charges
<PAGE>
which may be payable in respect of the issuance or delivery of the Right
Certificates or of any Preference Shares (or Ordinary Shares or other
securities) upon the exercise of Rights. The Company shall not, however, be
required to pay any transfer tax which may be payable in respect of any
transfer or delivery of Right Certificates to a Person other than, or the is-
suance or delivery of certificates or depositary receipts for the Preference
Shares (or Ordinary Shares or other securities) in a name other than that of,
the registered holder of the Right Certificate evidencing Rights surrendered
for exercise or to issue or deliver any certificates or depositary receipts
for Preference Shares (or Ordinary Shares or other securities) upon the
exercise of any Rights until any such tax shall have been paid (any such tax
being payable by that holder of such Right Certificate at the time of
surrender) or until it has been established to the Company's reasonable
satisfaction that no such tax is due.
Section 10. Preference Share Record Date. Each Person in whose
name any certificate for Preference Shares is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record
of the Preference Shares represented thereby on, and such certificate shall
be dated, the date upon which the Right Certificate evidencing such Rights
was duly surrendered and payment of the Purchase Price (and any applicable
transfer taxes) was made; provided, however, that if the date of such
surrender and payment is a date upon which the Preference Share transfer
books of the Company are closed, such Person shall be deemed to have become
the record holder of such shares on, and such certificate shall be dated, the
next succeeding Business Day on which the Preference Share transfer books of
the Company are open. Prior to the exercise of the Rights evidenced thereby,
the holder of a Right Certificate shall not be entitled to any rights of a
holder of Preference Shares for which the Rights shall be exercisable,
including, without limitation, the right to vote or to receive dividends or
<PAGE>
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided herein.
Section 11. Adjustment of Purchase Price, Number of Shares and
Number of Rights. The Purchase Price, the number of Preference Shares or
other securities or property purchasable upon exercise of each Right and the
number of Rights outstanding are subject to adjustment from time to time as
provided in this Section 11.
(a) (i) In the event the Company shall at any time after the date
of this Agreement (A) declare a dividend on the Preference Shares
payable in Preference Shares, (B) subdivide the outstanding
Preference Shares, (C) combine the outstanding Preference Shares
into a smaller number of Preference Shares or (D) issue any of its
share capital in a reclassification of the Preference Shares
(including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or
surviving corporation), except as otherwise provided in this
Section 11(a), the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such
subdivision, combination or reclassification, and the number and
kind of share capital issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised
after such time shall be entitled to receive the aggregate number
and kind of share capital which, if such Right had been exercised
immediately prior to such date and at a time when the Preference
Share transfer books of the Company were open, the holder would
have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or
reclassification; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less
<PAGE>
than the aggregate par value of the share capital of the Company
issuable upon exercise of one Right.
(ii) Subject to Section 24 of this Agreement and except as
otherwise provided in this Section 11(a)(ii), in the event any
Person becomes an Acquiring Person, each holder of a Right shall
thereafter have the right to receive, upon exercise thereof at a
price equal to the then current Purchase Price multiplied by the
number of one one-thousandths of a Preference Share for which a
Right is then exercisable, in accordance with the terms of this
Agreement and in lieu of Preference Shares, such number of Ordinary
Shares (or at the option of the Company, such number of one one-
thousandths of Preference Shares) as shall equal the result
obtained by (x) multiplying the then current Purchase Price by the
number of one one-thousandths of a Preference Share for which a
Right is then exercisable and dividing that product by (y) 50% of
the then current per share market price of the Company's Ordinary
Shares (determined pursuant to Section 11(d) hereof) on the date of
the occurrence of such event; provided, however, that the Purchase
Price and the number of Ordinary Shares so receivable upon exercise
of a Right shall thereafter be subject to further adjustment as
appropriate in accordance with Section 11(f) hereof.
Notwithstanding anything in this Agreement to the contrary,
however, from and after the time (the "invalidation time") when any
Person first becomes an Acquiring Person, any Rights that are
beneficially owned by (x) any Acquiring Person (or any Affiliate or
Associate of any Acquiring Person), (y) a transferee of any
Acquiring Person (or any such Affiliate or Associate) who becomes a
transferee after the invalidation time or (z) a transferee of any
Acquiring Person (or any such Affiliate or Associate) who became a
<PAGE>
transferee prior to or concurrently with the invalidation time
pursuant to either (I) a transfer from the Acquiring Person to
holders of its equity securities or to any Person with whom it has
any continuing agreement, arrangement or understanding regarding
the transferred Rights or (II) a transfer which the Board of
Directors has determined is part of a plan, arrangement or
understanding which has the purpose or effect of avoiding the
provisions of this paragraph, and subsequent transferees of such
Persons, shall be void without any further action and any holder of
such Rights shall thereafter have no rights whatsoever with respect
to such Rights under any provision of this Agreement. The Company
shall use all reasonable efforts to ensure that the provisions of
this Section 11(a)(ii) are complied with, but shall have no
liability to any holder of Right Certificates or other Person as a
result of its failure to make any determinations with respect to an
Acquiring Person or its Affiliates, Associates or transferees
hereunder. From and after the invalidation time, no Right
Certificate shall be issued pursuant to Section 3 or Section 6
hereof that represents Rights that are or have become void pursuant
to the provisions of this paragraph, and any Right Certificate
delivered to the Rights Agent that represents Rights that are or
have become void pursuant to the provisions of this paragraph shall
be cancelled. From and after the occurrence of an event specified
in Section 13(a) hereof, any Rights that theretofore have not been
exercised pursuant to this Section 11(a)(ii) shall thereafter be
exercisable only in accordance with Section 13 and not pursuant to
this Section 11(a)(ii).
(iii) The Company may at its option substitute for an
Ordinary Share issuable upon the exercise of Rights in accordance
<PAGE>
with the foregoing subparagraph (ii) such number or fractions of
Preference Shares having an aggregate current market value equal to
the current per share market price of an Ordinary Share. In the
event that there shall not be sufficient Ordinary Shares issued but
not outstanding or authorized but unissued to permit the exercise
in full of the Rights in accordance with the foregoing subparagraph
(ii), the Board of Directors shall, to the extent permitted by
applicable law and any material agreements then in effect to which
the Company is a party (A) determine the excess of (1) the value of
the Ordinary Shares issuable upon the exercise of a Right in
accordance with the foregoing subparagraph (ii) (the "Current
Value") over (2) the then current Purchase Price multiplied by the
number of one one-thousandths of Preference Shares for which a
Right was exercisable immediately prior to the time that the
Acquiring Person became such (such excess, the "Spread"), and (B)
with respect to each Right (other than Rights which have become
void pursuant to Section 11(a)(ii)), make adequate provision to
substitute for the Ordinary Shares issuable in accordance with
subparagraph (ii) upon exercise of the Right and payment of the
applicable Purchase Price, (1) cash, (2) a reduction in the
Purchase Price, (3) Preference Shares or other equity securities of
the Company (including, without limitation, shares or fractions of
preference shares which, by virtue of having dividend, voting and
liquidation rights substantially comparable to those of the
Ordinary Shares, are deemed in good faith by the Board of Directors
to have substantially the same value as the Ordinary Shares (such
preference shares and shares or fractions of preference shares are
hereinafter referred to as "Ordinary Share equivalents"), (4) debt
securities of the Company, (5) other assets, or (6) any combination
<PAGE>
of the foregoing, having a value which, when added to the value of
the Ordinary Shares actually issued upon exercise of such Right,
shall have an aggregate value equal to the Current Value (less the
amount of any reduction in the Purchase Price), where such
aggregate value has been determined by the Board of Directors upon
the advice of a nationally recognized investment banking firm
selected in good faith by the Board of Directors; provided,
however, if the Company shall not make adequate provision to
deliver value pursuant to clause (B) above within thirty (30) days
following the date that the Acquiring Person became such (the
"Section 11(a)(ii) Trigger Date"), then the Company shall be
obligated to deliver, to the extent permitted by applicable law and
any material agreements then in effect to which the Company is a
party, upon the surrender for exercise of a Right and without
requiring payment of the Purchase Price, Ordinary Shares (to the
extent available), and then, if necessary, such number or fractions
of Preference Shares (to the extent available) and then, if
necessary, cash, which shares and/or cash have an aggregate value
equal to the Spread. If, upon the date any Person becomes an
Acquiring Person, the Board of Directors shall determine in good
faith that it is likely that sufficient additional Ordinary Shares
could be authorized for issuance upon exercise in full of the
Rights, then, if the Board of Directors so elects, the thirty (30)
day period set forth above may be extended to the extent necessary,
but not more than ninety (90) days after the Section 11(a)(ii)
Trigger Date, in order that the Company may seek shareholder
approval for the authorization of such additional shares (such
thirty (30) day period, as it may be extended, is herein called the
"Substitution Period"). To the extent that the Company determines
<PAGE>
that some action need be taken pursuant to the second and/or third
sentence of this Section 11(a)(iii), the Company (x) shall provide,
subject to Section 11(a)(ii) hereof and the last sentence of this
Section 11(a)(iii) hereof, that such action shall apply uniformly
to all outstanding Rights and (y) may suspend the exercisability of
the Rights until the expiration of the Substitution Period in order
to seek any authorization of additional shares and/or to decide the
appropriate form of distribution to be made pursuant to such second
sentence and to determine the value thereof. In the event of any
such suspension, the Company shall issue a public announcement
stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the
suspension is no longer in effect. For purposes of this Section
11(a)(iii), the value of the Ordinary Shares shall be the current
per share market price (as determined pursuant to Section 11(d)(i))
on the Section 11(a)(ii) Trigger Date and the per share or
fractional value of any "Ordinary Share equivalent" shall be deemed
to equal the current per share market price of the Ordinary Shares.
The Board of Directors of the Company may, but shall not be
required to, establish procedures to allocate the right to receive
Ordinary Shares upon the exercise of the Rights among holders of
Rights pursuant to this Section 11(a)(iii).
(b) In case the Company shall fix a record date for the issuance
of rights, options or warrants to all holders of Preference Shares
entitling them (for a period expiring within 45 calendar days after such
record date) to subscribe for or purchase Preference Shares (or shares
having the same rights, privileges and preferences as the Preference
Shares ("equivalent preference shares")) or securities convertible into
Preference Shares or equivalent preference shares at a price per
<PAGE>
Preference Share or equivalent preference shares (or having a conversion
price per share, if a security convertible into Preference Shares or
equivalent preference shares) less than the then current per share
market price of the Preference Shares (determined pursuant to Section
11(d) hereof) on such record date, the Purchase Price to be in effect
after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of Preference Shares and
equivalent preference shares outstanding on such record date plus the
number of Preference Shares and equivalent preference shares which the
aggregate offering price of the total number of Preference Shares and/or
equivalent preference shares so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered)
would purchase at such current market price, and the denominator of
which shall be the number of Preference Shares and equivalent preference
shares outstanding on such record date plus the number of additional
Preference Shares and/or equivalent preference shares to be offered for
subscription or purchase (or into which the convertible securities so to
be offered are initially convertible); provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right
be less than the aggregate par value of the share capital of the Company
issuable upon exercise of one Right. In case such subscription price
may be paid in a consideration part or all of which shall be in a form
other than cash, the value of such consideration shall be as determined
in good faith by the Board of Directors of the Company, whose determi-
nation shall be described in a statement filed with the Rights Agent.
Preference Shares and equivalent preference shares owned by or held for
the account of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made
<PAGE>
successively whenever such a record date is fixed; and in the event that
such rights, options or warrants are not so issued, the Purchase Price
shall be adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.
(c) In case the Company shall fix a record date for the making of
a distribution to all holders of the Preference Shares (including any
such distribution made in connection with a consolidation or merger in
which the Company is the continuing or surviving corporation) of
evidences of indebtedness or assets (other than a regular quarterly cash
dividend or a dividend payable in Preference Shares) or subscription
rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall
be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be
the then current per share market price of the Preference Shares
(determined pursuant to Section 11(d) hereof) on such record date, less
the fair market value (as determined in good faith by the Board of
Directors of the Company whose determination shall be described in a
statement filed with the Rights Agent) of the portion of the assets or
evidences of indebtedness so to be distributed or of such subscription
rights or warrants applicable to one Preference Share, and the
denominator of which shall be such current per share market price
(determined pursuant to Section 11(d) hereof) of the Preference Shares;
provided, however, that in no event shall the consideration to be paid
upon the exercise of one Right be less than the aggregate par value of
the share capital of the Company to be issued upon exercise of one
Right. Such adjustments shall be made successively whenever such a
record date is fixed; and in the event that such distribution is not so
made, the Purchase Price shall again be adjusted to be the Purchase
<PAGE>
Price which would then be in effect if such record date had not been
fixed.
(d) (i) Except as otherwise provided herein, for the purpose of
any computation hereunder, the "current per share market price" of any
security (a "Security" for the purpose of this Section 11(d)(i)) on any
date shall be deemed to be the average of the daily closing prices per
share of such Security for the 30 consecutive Trading Days (as such term
is hereinafter defined) immediately prior to such date; provided,
however, that in the event that the current per share market price of
the Security is determined during a period following the announcement by
the issuer of such Security of (A) a dividend or distribution on such
Security payable in shares of such Security or securities convertible
into such shares, or (B) any subdivision, combination or
reclassification of such Security, and prior to the expiration of 30
Trading Days after the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the current per share
market price shall be appropriately adjusted to reflect the current
market price per share equivalent of such Security. The closing price
for each day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported by the principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the
Security is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction report-
ing system with respect to securities listed on the principal U.S.
national securities exchange on which the Security is listed or admitted
to trading or, if the Security is not listed or admitted to trading on
<PAGE>
any U.S. national securities exchange, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in the
over-the-counter market or such other system then in use, or, if on any
such date the Security is not quoted by any organization in the over-
the-counter market, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the Security
selected by the Board of Directors of the Company. The term "Trading
Day" shall mean a day on which the principal national securities
exchange on which the Security is listed or admitted to trading is open
for the transaction of business or, if the Security is not listed or
admitted to trading on any national securities exchange, a Business Day.
(ii) For the purpose of any computation hereunder, if the
Preference Shares are publicly traded, the "current per share market
price" of the Preference Shares shall be determined in accordance with
the method set forth in Section 11(d)(i). If the Preference Shares are
not publicly traded but the Ordinary Shares are publicly traded, the
"current per share market price" of the Preference Shares shall be
conclusively deemed to be the current per share market price of the
Ordinary Shares as determined pursuant to Section 11(d)(i) multiplied by
one hundred (appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof). If
neither the Ordinary Shares nor the Preference Shares are publicly
traded, "current per share market price" shall mean the fair value per
share as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed
with the Rights Agent.
(e) No adjustment in the Purchase Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in
the Purchase Price; provided, however, that any adjustments which by
<PAGE>
reason of this Section 11(e) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 11 shall be made to the nearest cent
or to the nearest one ten-thousandth of a Preference Share or Ordinary
Share or other share or security as the case may be. Notwithstanding
the first sentence of this Section 11(e), any adjustment required by
this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which requires such adjustment or
(ii) the date of the expiration of the right to exercise any Rights.
(f) If as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right thereafter exercised shall become
entitled to receive any share capital of the Company other than the
Preference Shares, thereafter the Purchase Price and the number of such
other shares so receivable upon exercise of a Right shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the
Preference Shares contained in Sections 11(a), 11(b), 11(c), 11(e),
11(h), 11(i) and 11(m) and the provisions of Sections 7, 9, 10, 13 and
14 hereof with respect to the Preference Shares shall apply on like
terms to any such other shares.
(g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right
to purchase, at the adjusted Purchase Price, the number of one
one-thousandths of a Preference Share purchasable from time to time
hereunder upon exercise of the Rights, all subject to further adjustment
as provided herein.
(h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as
a result of the calculations made in Sections 11(b) and (c), each Right
<PAGE>
outstanding immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted Purchase
Price, that number of one one-thousandths of a Preference Share (cal-
culated to the nearest one ten- thousandth of a Preference Share)
obtained by (i) multiplying (x) the number of one one-thousandths of a
share covered by a Right immediately prior to such adjustment by (y) the
Purchase Price in effect immediately prior to such adjustment of the
Purchase Price and (ii) dividing the product so obtained by the Purchase
Price in effect immediately after such adjustment of the Purchase Price.
(i) The Company may elect on or after the date of any adjustment
of the Purchase Price to adjust the number of Rights, in substitution
for any adjustment in the number of one one-thousandths of a Preference
Share purchasable upon the exercise of a Right. Each of the Rights
outstanding after such adjustment of the number of Rights shall be
exercisable for the number of one one-thousandths of a Preference Share
for which a Right was exercisable immediately prior to such adjustment.
Each Right held of record prior to such adjustment of the number of
Rights shall become that number of Rights (calculated to the nearest one
ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase
Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the
number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made. This record
date may be the date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been issued, shall be at
least 10 days later than the date of the public announcement. If Right
Certificates have been issued, upon each adjustment of the number of
Rights pursuant to this Section 11(i), the Company may, as promptly as
<PAGE>
practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject
to Section 14 hereof, the additional Rights to which such holders shall
be entitled as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record in
substitution and replacement for the Right Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Right Certificates evidencing all the
Rights to which such holders shall be entitled after such adjustment.
Right Certificates so to be distributed shall be issued, executed and
countersigned in the manner provided for herein and shall be registered
in the names of the holders of record of Right Certificates on the
record date specified in the public announcement.
(j) Irrespective of any adjustment or change in the Purchase Price
or the number of one one-thousandths of a Preference Share issuable upon
the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price and the
number of one one-thousandths of a Preference Share which were expressed
in the initial Right Certificates issued hereunder.
(k) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then par value, if any, of the
Preference Shares or other share capital issuable upon exercise of the
Rights, the Company shall take any corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and nonassessable Preference Shares
or other such shares at such adjusted Purchase Price.
(l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date
for a specified event, the Company may elect to defer until the
<PAGE>
occurrence of such event the issuing to the holder of any Right
exercised after such record date of the Preference Shares and other
share capital or securities of the Company, if any, issuable upon such
exercise over and above the Preference Shares and other share capital or
securities of the Company, if any, issuable upon such exercise on the
basis of the Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a due
bill or other appropriate instrument evidencing such holder's right to
receive such additional shares upon the occurrence of the event
requiring such adjustment.
(m) Anything in this Section 11 to the contrary notwithstanding,
the Company shall be entitled to make such reductions in the Purchase
Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that it in its sole discretion shall
determine to be advisable in order that any consolidation or subdivision
of the Preference Shares, issuance wholly for cash of any Preference
Shares at less than the current market price, issuance wholly for cash
or Preference Shares or securities which by their terms are convertible
into or exchangeable for Preference Shares, dividends on Preference
Shares payable in Preference Shares or issuance of rights, options or
warrants referred to hereinabove in Section 11(b), hereafter made by the
Company to holders of its Preference Shares shall not be taxable to such
shareholders.
(n) Anything in this Agreement to the contrary notwithstanding, in
the event that at any time after the date of this Agreement and prior to
the Distribution Date, the Company shall (i) declare or pay any dividend
on the Ordinary Shares payable in Ordinary Shares or (ii) effect a
subdivision, combination or consolidation of Ordinary Shares (by reclas-
sification or otherwise than by payment of a dividend payable in Ord-
<PAGE>
inary Shares) into a greater or lesser number of Ordinary Shares, then
in any such case, the number of Rights associated with each Ordinary
Share then outstanding, or issued or delivered thereafter, shall be
proportionately adjusted so that the number of Rights thereafter
associated with each Ordinary Share following any such event shall equal
the result obtained by multiplying the number of Rights associated with
each Ordinary Share immediately prior to such event by a fraction the
numerator of which shall be the total number of Ordinary Shares
outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the total number of Ordinary Shares
outstanding immediately following the occurrence of such event.
(o) The Company agrees that, after the earlier of the Distribution
Date or the Stock Acquisition Date, it will not, except as permitted by
Sections 23, 24 or 27 hereof, take (or permit any Subsidiary to take)
any action if at the time such action is taken it is reasonably
foreseeable that such action will diminish substantially or eliminate
the benefits intended to be afforded by the Rights.
Section 12. Certificate of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as provided in Section 11 or 13
hereof, the Company shall promptly (a) prepare a certificate setting forth
such adjustment, and a brief statement of the facts accounting for such
adjustment, (b) file with the Rights Agent and with each transfer agent for
the Ordinary Shares or the Preference Shares a copy of such certificate and
(c) mail a brief summary thereof to each holder of a Right Certificate in
accordance with Section 25 hereof (if so required under Section 25 hereof).
The Rights Agent shall be fully protected in relying on any such certificate
and on any adjustment therein contained and shall not be deemed to have
knowledge of any such adjustment unless and until it shall have received such
certificate.
<PAGE>
Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earnings Power. (a) In the event, directly or indirectly, at any time after
any Person has become an Acquiring Person, (i) the Company shall merge with
and into any other Person, (ii) any Person shall consolidate with the
Company, or any Person shall merge with and into the Company and the Company
shall be the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the Ordinary Shares shall be
changed into or exchanged for shares or other securities of any other Person
(or of the Company) or cash or any other property, or (iii) the Company shall
sell or otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one or more transactions, assets or earning power
aggregating 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person (other than the Company
or one or more of its wholly-owned Subsidiaries), then upon the first
occurrence of such event, proper provision shall be made so that: (A) each
holder of record of a Right (other than Rights which have become void
pursuant to Section 11(a)(ii)) shall thereafter have the right to receive,
upon the exercise thereof at a price equal to the then current Purchase Price
multiplied by the number of one one-thousandths of a Preference Share for
which a Right was exercisable (whether or not such Right was then
exercisable) immediately prior to the time that any Person first became an
Acquiring Person (each as subsequently adjusted thereafter pursuant to
Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)), in accordance with
the terms of this Agreement and in lieu of Preference Shares, such number of
validly issued, fully paid and non-assessable and freely tradeable Ordinary
Shares of the Principal Party (as defined herein) not subject to any liens,
encumbrances, rights of first refusal or other adverse claims, as shall be
equal to the result obtained by (1) multiplying the then current Purchase
Price by the number of one one-thousandths of a Preference Share for which a
<PAGE>
Right was exercisable immediately prior to the time that any Person first
became an Acquiring Person (as subsequently adjusted thereafter pursuant to
Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)) and (2) dividing
that product by 50% of the then current per share market price of the
Ordinary Shares of such Principal Party (determined pursuant to Section
11(d)(i) hereof) on the date of consummation of such consolidation, merger,
sale or transfer; provided that the Purchase Price and the number of Ordinary
Shares of such Principal Party issuable upon exercise of each Right shall be
further adjusted as provided in Section 11(f) of this Agreement to reflect
any events occurring in respect of such Principal Party after the date of the
such consolidation, merger, sale or transfer; (B) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such consolidation,
merger, sale or transfer, all the obligations and duties of the Company
pursuant to this Agreement; (C) the term "Company" shall thereafter be deemed
to refer to such Principal Party; and (D) such Principal Party shall take
such steps (including, but not limited to, the reservation of a sufficient
number of its Ordinary Shares in accordance with Section 9 hereof) in
connection with such consummation of any such transaction as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as
nearly as reasonably may be, in relation to its Common Stock thereafter
deliverable upon the exercise of the Rights; provided that, upon the
subsequent occurrence of any consolidation, merger, sale or transfer of
assets or other extraordinary transaction in respect of such Principal Party,
each holder of a Right shall thereupon be entitled to receive, upon exercise
of a Right and payment of the Purchase Price as provided in this Section
13(a), such cash, shares, rights, warrants and other property which such
holder would have been entitled to receive had such holder, at the time of
such transaction, owned the Ordinary Shares of the Principal Party receivable
upon the exercise of a Right pursuant to this Section 13(a), and such
<PAGE>
Principal Party shall take such steps (including, but not limited to,
reservation of shares of stock) as may be necessary to permit the subsequent
exercise of the Rights in accordance with the terms hereof for such cash,
shares, rights, warrants and other property.
(b) "Principal Party" shall mean
(i) in the case of any transaction described in (i) or (ii)
of the first sentence of Section 13(a) hereof: (A) the Person that is
the issuer of the securities into which the Ordinary Shares are
converted in such merger or consolidation, or, if there is more than one
such issuer, the issuer the Ordinary Shares of which have the greatest
aggregate market value of shares outstanding, or (B) if no securities
are so issued, (x) the Person that is the other party to the merger, if
such Person survives said merger, or, if there is more than one such
Person, the Person the Ordinary Shares of which have the greatest
aggregate market value of shares outstanding or (y) if the Person that
is the other party to the merger does not survive the merger, the Person
that does survive the merger (including the Company if it survives) or
(z) the Person resulting from the consolidation; and
(ii) in the case of any transaction described in (iii) of the
first sentence in Section 13(a) hereof, the Person that is the party
receiving the greatest portion of the assets or earning power
transferred pursuant to such transaction or transactions, or, if each
Person that is a party to such transaction or transactions receives the
same portion of the assets or earning power so transferred or if the
Person receiving the greatest portion of the assets or earning power
cannot be determined, whichever of such Persons as is the issuer of
Ordinary Shares having the greatest aggregate market value of shares
outstanding;
<PAGE>
provided, however, that in any such case described in the foregoing clause
(b)(i) or (b)(ii), if the Ordinary Shares of such Person is not at such time
or has not been continuously over the preceding 12-month period registered
under Section 12 of the Exchange Act, then (1) if such Person is a direct or
indirect Subsidiary of another Person the Ordinary Shares of which is and has
been so registered, the term "Principal Party" shall refer to such other
Person, or (2) if such Person is a Subsidiary, directly or indirectly, of
more than one Person and the Ordinary Shares of all of such Persons have been
so registered, the term "Principal Party" shall refer to whichever of such
Persons is the issuer of Ordinary Shares having the greatest aggregate market
value of shares outstanding, or (3) if such Person is owned, directly or
indirectly, by a joint venture formed by two or more Persons that are not
owned, directly or indirectly, by the same Person, the rules set forth in
clauses (1) and (2) above shall apply to each of the owners having an
interest in the venture as if the Person owned by the joint venture was a
Subsidiary of both or all of such joint venturers, and the Principal Party in
each such case shall bear the obligations set forth in this Section 13 in the
same ratio as its interest in such Person bears to the total of such
interests.
(c) The Company shall not consummate any consolidation, merger,
sale or transfer referred to in Section 13(a) hereof unless prior thereto the
Company and the Principal Party involved therein shall have executed and
delivered to the Rights Agent an agreement confirming that the requirements
of Sections 13(a) and (b) hereof shall promptly be performed in accordance
with their terms and that such consolidation, merger, sale or transfer of
assets shall not result in a default by the Principal Party under this
Agreement as the same shall have been assumed by the Principal Party pursuant
to Sections 13(a) and (b) hereof and providing that, as soon as practicable
<PAGE>
after executing such agreement pursuant to this Section 13, the Principal
Party will:
(i) prepare and file a registration statement under the
Securities Act, if necessary, with respect to the Rights and the
securities purchasable upon exercise of the Rights on an appropriate
form, use its best efforts to cause such registration statement to
become effective as soon as practicable after such filing and use its
best efforts to cause such registration statement to remain effective
(with a prospectus at all times meeting the requirements of the
Securities Act) until the Final Expiration Date, and similarly comply
with applicable state securities laws;
(ii) use its best efforts, if the Ordinary Shares of the
Principal Party shall be listed or admitted to trading on the New York
Stock Exchange or on another national securities exchange, to list or
admit to trading (or continue the listing of) the Rights and the
securities purchasable upon exercise of the Rights on the New York Stock
Exchange or such securities exchange, or, if the Ordinary Shares of the
Principal Party shall not be listed or admitted to trading on the New
York Stock Exchange or a national securities exchange, to cause the
Rights and the securities receivable upon exercise of the Rights to be
reported by such other system then in use;
(iii) deliver to holders of the Rights historical financial
statements for the Principal Party which comply in all respects with the
requirements for registration on Form 10 (or any successor form) under
the Exchange Act; and
(iv) obtain waivers of any rights of first refusal or
preemptive rights in respect of the Ordinary Shares of the Principal
Party subject to purchase upon exercise of outstanding Rights.
<PAGE>
(d) In case the Principal Party has provision in any of its
authorized securities or in its certificate of incorporation or by-laws or
other instrument governing its corporate affairs, which provision would have
the effect of (i) causing such Principal Party to issue (other than to
holders of Rights pursuant to this Section 13), in connection with, or as a
consequence of, the consummation of a transaction referred to in this Section
13, Ordinary Shares of such Principal Party at less than the then current
market price per share thereof (determined pursuant to Section 11(d) hereof)
or securities exercisable for, or convertible into, Ordinary Shares of such
Principal Party at less than such then current market price, or (ii)
providing for any special payment, tax or similar provision in connection
with the issuance of the Ordinary Shares of such Principal Party pursuant to
the provisions of Section 13, then, in such event, the Company hereby agrees
with each holder of Rights that it shall not consummate any such transaction
unless prior thereto the Company and such Principal Party shall have executed
and delivered to the Rights Agent a supplemental agreement providing that the
provision in question of such Principal Party shall have been cancelled,
waived or amended, or that the authorized securities shall be redeemed, so
that the applicable provision will have no effect in connection with, or as a
consequence of, the consummation of the proposed transaction.
(e) The Company covenants and agrees that it shall not, at any
time after a Person first becomes an Acquiring Person, enter into any
transaction of the type contemplated by (i) - (iii) of Section 13(a) hereof
if (x) at the time of or immediately after such consolidation, merger, sale,
transfer or other transaction there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights, (y) prior to, simultaneously with or immediately
after such consolidation, merger, sale, transfer of other transaction, the
<PAGE>
stockholders of the Person who constitutes, or would constitute, the
Principal Party for purposes of Section 13(a) hereof shall have received a
distribution of Rights previously owned by such Person or any of its
Affiliates or Associates or (z) the form or nature of organization of the
Principal Party would preclude or limit the exercisability of the Rights.
Section 14. Fractional Rights and Fractional Shares. (a) The
Company shall not be required to issue fractions of Rights or to distribute
Right Certificates which evidence fractional Rights. In lieu of such
fractional Rights, there shall be paid to the registered holders of the Right
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the Rights for
the Trading Day immediately prior to the date on which such fractional Rights
would have been otherwise issuable. The closing price for any day shall be
the last sale price, regular way, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New
York Stock Exchange or, if the Rights are not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the
principal U.S. national securities exchange on which the Rights are listed or
admitted to trading or, if the Rights are not listed or admitted to trading
on any U.S. national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by any system then in use or, if on any
such date the Rights are not quoted by any organization in the over-the-
counter market, the average of the closing bid and asked prices as furnished
<PAGE>
by a professional market maker making a market in the Rights selected by the
Board of Directors of the Company. If on any such date no such market maker
is making a market in the Rights, the fair value of the Rights on such date
as determined in good faith by the Board of Directors of the Company shall be
used.
(b) The Company shall not be required to issue fractions of
Preference Shares (other than fractions which are integral multiples of one
one-thousandth of a Preference Share) upon exercise of the Rights or to
distribute certificates which evidence fractional Preference Shares (other
than fractions which are integral multiples of one one-thousandth of a
Preference Share). Interests in fractions of Preference Shares in integral
multiples of one one-thousandth of a Preference Share may, at the election of
the Company, be evidenced by depositary receipts, pursuant to an appropriate
agreement between the Company and a depositary selected by it; provided, that
such agreement shall provide that the holders of such depositary receipts
shall have all the rights, privileges and preferences to which they are
entitled as beneficial owners of the Preference Shares represented by such
depositary receipts. In lieu of fractional Preference Shares that are not
integral multiples of one one-thousandth of a Preference Share, the Company
shall pay to the registered holders of Right Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one Preference Share. For the
purposes of this Section 14(b), the current market value of a Preference
Share shall be the closing price of a Preference Share (as determined
pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of such exercise.
(c) The holder of a Right by the acceptance of the Right expressly
waives his right to receive any fractional Rights or any fractional shares
upon exercise of a Right (except as provided above).
<PAGE>
Section 15. Rights of Action. All rights of action in respect of
this Agreement, excepting the rights of action given to the Rights Agent
under Section 18 hereof, are vested in the respective registered holders of
the Right Certificates (and, prior to the Distribution Date, the registered
holders of the Ordinary Shares); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of the Ordinary Shares),
without the consent of the Rights Agent or of the holder of any other Right
Certificate (or, prior to the Distribution Date, of the Ordinary Shares), on
his own behalf and for his own benefit, may enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights evidenced by
such Right Certificate (or, prior to the Distribution Date, such Ordinary
Shares) in the manner provided in such Right Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
will be entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of, the obligations
of any Person subject to this Agreement.
Section 16. Agreement of Right Holders. Every holder of a Right,
by accepting the same, consents and agrees with the Company and the Rights
Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Ordinary
Shares;
(b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if
surrendered at the office or agency of the Rights Agent designated for
<PAGE>
such purpose, duly endorsed or accompanied by a proper instrument of
transfer; and
(c) the Company and the Rights Agent may deem and treat the Person
in whose name the Right Certificate (or, prior to the Distribution Date,
the Ordinary Share certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any nota-
tions of ownership or writing on the Right Certificates or the Ordinary
Share certificate made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor the
Rights Agent shall be affected by any notice to the contrary.
Section 17. Right Certificate Holder Not Deemed a Shareholder. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preference Shares or
any other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon the holder of
any Right Certificate, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (except as provided in this Agreement), or to
receive dividends or subscription rights, or otherwise, until the Rights
evidenced by such Right Certificate shall have been exercised in accordance
with the provisions hereof.
Section 18. Concerning the Rights Agent. (a) The Company agrees
to pay to the Rights Agent reasonable compensation for all services rendered
by it hereunder and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise and
<PAGE>
performance of its duties hereunder. The Company also agrees to indemnify
the Rights Agent for, and to hold it harmless against, any loss, liability or
expense, incurred without negligence, bad faith or willful misconduct on the
part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending against any claim of liability
arising therefrom, directly or indirectly.
(b) The Rights Agent shall be protected and shall incur no
liability for, or in respect of any action taken, suffered or omitted by it
in connection with, its administration of this Agreement in reliance upon any
Right Certificate or certificate for the Preference Shares or Ordinary Shares
or for other securities of the Company, instrument of assignment or transfer,
power of attorney, endorsement, affidavit, letter, notice, direction,
consent, certificate, statement, or other paper or document believed by it to
be genuine and to be signed, executed and, where necessary, verified or ac-
knowledged, by the proper Person or Persons, or otherwise upon the advice of
counsel as set forth in Section 20 hereof.
Section 19. Merger or Consolidation or Change of Name of Rights
Agent. (a) Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the stock transfer or corporate trust powers of the Rights
Agent or any successor Rights Agent, shall be the successor to the Rights
Agent under this Agreement without the execution or filing of any paper or
any further act on the part of any of the parties hereto; provided, that such
corporation would be eligible for appointment as a successor Rights Agent
under the provisions of Section 21 hereof. In case at the time such
successor Rights Agent shall succeed to the agency created by this Agreement,
<PAGE>
any of the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of
the predecessor Rights Agent and deliver such Right Certificates so
countersigned; and in case at that time any of the Right Certificates shall
not have been countersigned, any successor Rights Agent may countersign such
Right Certificates either in the name of the predecessor Rights Agent or in
the name of the successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in the Right Certificates and
in this Agreement.
(b) In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have been
countersigned but not delivered the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so
countersigned; and in case at that time any of the Right Certificates shall
not have been countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or in its changed name and in all such
cases such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement.
Section 20. Duties of Rights Agent. The Rights Agent undertakes
the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the opinion of such counsel shall be
full and complete authorization and protection to the Rights Agent as to
any action taken or omitted by it in good faith and in accordance with
such opinion.
(b) Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or
<PAGE>
matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate signed
by any one of the President, the Chief Financial Officer or the
Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any
action taken or suffered in good faith by it under the provisions of
this Agreement in reliance upon such certificate.
(c) The Rights Agent shall be liable hereunder to the Company and
any other Person only for its own negligence, bad faith or wilful
misconduct.
(d) The Rights Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or in
the Right Certificates (except its countersignature thereof) or be
required to verify the same, but all such statements and recitals are
and shall be deemed to have been made by the Company only.
(e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in
respect of the validity or execution of any Right Certificate (except
its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this
Agreement or in any Right Certificate; nor shall it be responsible for
any change in the exercisability of the Rights (including the Rights
becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in
the terms of the Rights (including the manner, method or amount thereof)
provided for in Sections 3, 11, 13, 23 and 24, or the ascertaining of
the existence of facts that would require any such change or adjustment
<PAGE>
(except with respect to the exercise of Rights evidenced by Right
Certificates after receipt of a certificate furnished pursuant to
Section 12, describing such change or adjustment); nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Preference Shares or other
securities to be issued pursuant to this Agreement or any Right
Certificate or as to whether any Preference Shares or other securities
will, when issued, be validly authorized and issued, fully paid and
nonassessable.
(f) The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as
may reasonably be required by the Rights Agent for the carrying out or
performing by the Rights Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder
from any person reasonably believed by the Rights Agent to be one of the
President, the Chief Financial Officer or the Secretary of the Company,
and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable for any action taken or
suffered by it in good faith in accordance with instructions of any such
officer or for any delay in acting while waiting for those instructions.
Any application by the Rights Agent for written instructions from the
Company may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken or omitted by the Rights Agent under this
Agreement and the date on and/or after which such action shall be taken
or such omission shall be effective. The Rights Agent shall not be
liable for any action taken by, or omission of, the Rights Agent in
accordance with a proposal included in any such application on or after
<PAGE>
the date specified in such application (which date shall not be less
than five Business Days after the date any officer of the Company
actually receives such application, unless any such officer shall have
consented in writing to an earlier date) unless, prior to taking any
such action (or the effective date in the case of an omission), the
Rights Agent shall have received written instructions in response to
such application specifying the action to be taken or omitted.
(h) The Rights Agent and any shareholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights
or other securities of the Company or become pecuniarily interested in
any transaction in which the Company may be interested, or contract with
or lend money to the Company or otherwise act as fully and freely as
though it were not Rights Agent under this Agreement. Nothing herein
shall preclude the Rights Agent from acting in any other capacity for
the Company or for any other legal entity.
(i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents, and the Rights Agent shall not
be answerable or accountable for any act, default, neglect or misconduct
of any such attorneys or agents or for any loss to the Company resulting
from any such act, default, neglect or misconduct, provided reasonable
care was exercised in the selection and continued employment thereof.
(j) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate contained in the
form of assignment or the form of election to purchase set forth on the
reverse thereof, as the case may be, has not been completed to certify
the holder is not an Acquiring Person (or an Affiliate or Associate
thereof), the Rights Agent shall not take any further action with
<PAGE>
respect to such requested exercise or transfer without first consulting
with the Company.
Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under
this Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Ordinary Shares or Preference Shares by registered
or certified mail, and, following the Distribution Date, to the holders of
the Right Certificates by first-class mail. The Company may remove the
Rights Agent or any successor Rights Agent upon 30 days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and
to each transfer agent of the Ordinary Shares or Preference Shares by
registered or certified mail, and, following the Distribution Date, to the
holders of the Right Certificates by first-class mail. If the Rights Agent
shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving notice
of such removal or after it has been notified in writing of such resignation
or incapacity by the resigning or incapacitated Rights Agent or by the holder
of a Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Company), then the registered holder of any
Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or any State thereof,
which is authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as Rights Agent
a combined capital and surplus of at least U.S. $50 million. After
appointment, the successor Rights Agent shall be vested with the same powers,
<PAGE>
rights, duties and responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer agent of the
Ordinary Shares or Preference Shares, and, following the Distribution Date,
mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.
Section 22. Issuance of New Right Certificates. Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such forms as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of Ordinary Shares
following the Distribution Date and prior to the earlier of the Redemption
Date and the Final Expiration Date, the Company may with respect to Ordinary
Shares so issued or sold pursuant to (i) the exercise of stock options, (ii)
under any employee plan or arrangement, (iii) upon the exercise, conversion
or exchange of securities, notes or debentures issued by the Company or (iv)
a contractual obligation of the Company in each case existing prior to the
Distribution Date, issue Rights Certificates representing the appropriate
number of Rights in connection with such issuance or sale.
<PAGE>
Section 23. Redemption. (a) Subject to the provisions of this
Section 23, the Board of Directors of the Company may, at any time prior to
such time as any Person first becomes an Acquiring Person, redeem all but not
less than all the then outstanding Rights at a redemption price of $.01 per
Right, appropriately adjusted to reflect any subdivision, stock dividend or
similar transaction occurring after the date hereof (the redemption price
being hereinafter referred to as the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
The Company may, at its option, pay the Redemption Price in cash, Ordinary
Shares (based on the current market price of the Ordinary Shares at the time
of redemption) or any other form of consideration deemed appropriate by the
Board of Directors.
(b) Immediately upon the action of the Board of Directors ordering
the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or
at such later time as the Board of Directors may establish for the
effectiveness of such redemption), and without any further action and without
any notice, the right to exercise the Rights will terminate and the only
right thereafter of the holders of Rights shall be to receive the Redemption
Price. The Company shall promptly give public notice of any such redemption;
provided, however, that the failure to give, or any defect in, any such
notice shall not affect the validity of such redemption. Within 10 days
after such action of the Board of Directors ordering the redemption of the
Rights (or such later time as the Board of Directors may establish for the
effectiveness of such redemption), the Company shall mail a notice of
redemption to all the holders of the then outstanding Rights at their last
addresses as they appear upon the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the transfer agent
for the Ordinary Shares. Any notice which is mailed in the manner herein
<PAGE>
provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of redemption shall state the method by which the
payment of the Redemption Price will be made.
Section 24. Exchange. (a) The Board of Directors of the Company,
may, at its option, at any time after any Person first becomes an Acquiring
Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to the
provisions of Section 11(a)(ii) hereof) for Ordinary Shares at an exchange
ratio of one Ordinary Share per Right, (such exchange ratio being hereinafter
referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the
Board of Directors shall not be empowered to effect such exchange at any time
(1) after any Person (other than an Exempt Person), together with all Af-
filiates and Associates of such Person, becomes the Beneficial Owner of a
number of Ordinary Shares equal to 50% or more of the number of Ordinary
Shares then outstanding or (2) after the occurrence of an event specified in
Section 13(a) hereof.
(b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 24 and without any further action and without any notice, the right
to exercise such Rights shall terminate and the only right thereafter of a
holder of such Rights shall be to receive that number of Ordinary Shares
equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of any such
exchange; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. The Company shall
promptly mail a notice of any such exchange to all of the holders of the
Rights so exchanged at their last addresses as they appear upon the registry
books of the Rights Agent. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the
<PAGE>
notice. Each such notice of exchange will state the method by which the
exchange of the Ordinary Shares for Rights will be effected and, in the event
of any partial exchange, the number of Rights which will be exchanged. Any
partial exchange shall be effected pro rata based on the number of Rights
(other than Rights which have become void pursuant to the provisions of
Section 11(a)(ii) hereof) held by each holder of Rights.
(c) In the event that there shall not be sufficient Ordinary
Shares issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 24, the
Company may, in its discretion, take such action as may be necessary to
authorize additional Ordinary Shares for issuance upon exchange of the
Rights. In the event that the Company shall determine not to take such
action or shall, after good faith effort, be unable to take such action as
may be necessary to authorize such additional Ordinary Shares, the Company
shall substitute, to the extent of such insufficiency, for each Ordinary
Share that would otherwise be issuable upon exchange of a Right, a number of
Preference Shares or fractions thereof (or equivalent preference shares as
such term is defined in Section 11(b)) having an aggregate current per share
market price (determined pursuant to Section 11(d) hereof) equal to the
current per share market price of one Ordinary Share (determined pursuant to
Section 11(d) hereof) as of the date of issuance of such Preference Shares or
fractions thereof (or equivalent preference shares).
(d) The Company shall not, in connection with any exchange
pursuant to this Section 24, be required to issue fractions of Ordinary
Shares or to distribute certificates which evidence fractional Ordinary
Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to
the registered holders of the Right Certificates with regard to which such
fractional Ordinary Shares would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a whole Ordinary
<PAGE>
Share. For the purposes of this paragraph (d), the current market value of a
whole Ordinary Share shall be the closing price of a Ordinary Share (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for
the Trading Day immediately prior to the date of exchange pursuant to this
Section 24.
Section 25. Notice of Certain Events. (a) In case the Company
shall at any time after the earlier of the Distribution Date or the Stock
Acquisition Date propose (i) to pay any dividend payable in shares of any
class to the holders of its Preference Shares or to make any other
distribution to the holders of its Preference Shares (other than a regular
quarterly cash dividend), (ii) to offer to the holders of its Preference
Shares rights or warrants to subscribe for or to purchase any additional
Preference Shares or shares of stock of any class or any other securities,
rights or options, (iii) to effect any reclassification of its Preference
Shares (other than a reclassification involving only the subdivision of
outstanding Preference Shares), (iv) to effect the liquidation, dissolution
or winding up of the Company, or (v) to declare or pay any dividend on
Ordinary Shares payable in Ordinary Shares or to effect a subdivision,
combination or consolidation of the Ordinary Shares (by reclassification or
otherwise than by payment of dividends in Ordinary Shares), then, in each
such case, the Company shall give to each holder of a Right Certificate, in
accordance with Section 26 hereof, a notice of such proposed action, which
shall specify the record date for the purposes of such dividend of shares, or
distribution of rights or warrants, or the date on which such liquidation,
dissolution or winding up is to take place and the date of participation
therein by the holders of the Ordinary Shares and/or Preference Shares, if
any such date is to be fixed, and such notice shall be so given in the case
of any action covered by clause (i) or (ii) above at least 10 days prior to
the record date for determining holders of the Preference Shares for purposes
<PAGE>
of such action, and in the case of any such other action, at least 10 days
prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Ordinary Shares and/or Preference
Shares, whichever shall be the earlier.
(b) In case any event described in Section 11(a)(ii) or Section 13
shall occur then the Company shall as soon as practicable thereafter give to
each holder of a Right Certificate (or if occurring prior to the Distribution
Date, the holders of the Ordinary Shares) in accordance with Section 26
hereof, a notice of the occurrence of such event, which notice shall describe
such event and the consequences of such event to holders of Rights under
Section 11(a)(ii) and Section 13 hereof.
Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any
Right Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:
Triton Energy Limited
Caledonian House, Mary Street
P.O. Box 1043
George Town, Grand Cayman, Cayman Islands
Attention: Secretary
Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by the
holder of any Right Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as
follows:
Chemical Bank
2323 Bryan Street, Suite 2300
Dallas, Texas 75201
Attention: Shareholder Services Group
<PAGE>
Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the
registry books of the Company.
Section 27. Supplements and Amendments. Except as otherwise
provided in this Section 27, for so long as the Rights are then redeemable,
the Company may in its sole and absolute discretion, and the Rights Agent
shall if the Company so directs, supplement or amend any provision of this
Agreement in any respect without the approval of any holders of the Rights.
At any time when the Rights are no longer redeemable, except as otherwise
provided in this Section 27, the Company may, and the Rights Agent shall, if
the Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights Certificates in order to (i) cure any
ambiguity, (ii) correct or supplement any provision contained herein which
may be defective or inconsistent with any other provisions herein, (iii)
shorten or lengthen any time period hereunder, or (iv) change or supplement
the provisions hereunder in any manner which the Company may deem necessary
or desirable; provided that no such supplement or amendment shall adversely
affect the interests of the holders of Rights as such (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no
such amendment may cause the rights again to become redeemable or cause the
Agreement again to become amendable other than in accordance with this
sentence. Notwithstanding anything contained in this Agreement to the
contrary, no supplement or amendment shall be made that decreases the
Redemption Price. Upon the delivery of a certificate from an appropriate
officer of the Company which states that the proposed supplement or amendment
is in compliance with the terms of this Section 27, the Rights Agent shall
execute such supplement or amendment.
<PAGE>
Section 28. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns
hereunder.
Section 29. Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Ordinary Shares) any legal or equitable right, remedy
or claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders
of the Right Certificates (and, prior to the Distribution Date, the Ordinary
Shares).
Section 30. Severability. If any term, provision, covenant or
restriction of this Agreement or applicable to this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
Section 31. Governing Law. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the Cayman Islands and for all purposes shall be governed by and
construed in accordance with the laws of such Country applicable to contracts
to be made and performed entirely within such Country except that the rights,
duties and obligations of the Rights Agent shall be governed by and construed
in accordance with the Laws of the State of New York, U.S.A..
Section 32. Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
<PAGE>
Section 33. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and attested, all as of the day and year first above
written.
Attest: TRITON ENERGY LIMITED
By By
Name: Name:
Title: Title:
Attest: CHEMICAL BANK
By By
Name: Name:
Title: Title:
<PAGE>
Exhibit A
FORM OF
RESOLUTIONS
OF
TRITON ENERGY LIMITED
AUTHORIZING A SERIES OF PREFERENCE SHARES
___________________
The undersigned, constituting all of the directors of Triton
Energy Limited, a Cayman Islands company (the "Company"), hereby consent in
writing to the taking of the following actions and the adoption of the
following resolutions without the holding of, any waive any notices required
for, a meeting of directors for the purpose of considering the same:
WHEREAS, Triton Energy Corporation, a Delaware corporation
("TEC"), desires to effect a reorganization pursuant to which the Company
would become the parent holding company of TEC through the merger (the
"Merger") of TEL Merger Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company ("Sub"), with and into TEC; and
WHEREAS, in connection with the Merger, the Board of
Directors and the sole shareholder of the Company have resolved to amend and
restate the Memorandum of Association and Articles of Association (the
"Restated Charter") to be effective immediately prior to the effective time
of the Merger; now therefore, be it
RESOLVED, that pursuant to the authority vested in the Board
of Directors of the Company in accordance with the provisions of its Restated
Charter, the Board of Directors, effective as of the effective time of the
Merger, does hereby create, authorize and provide for the issuance, upon the
exercise of the rights issued by the Company to its shareholders of record at
the close of business on the effective date of the Merger (the "Rights"), of
a series of preference shares of the Company, to be designated Series A
Junior Participating Preference Shares (hereinafter referred to as the
"Series A Preference Shares"), initially consisting of 200,000 shares and to
the extent that the designations, powers, preferences and relative and other
special rights and the qualifications, limitations and restrictions of the
Series A Preference Shares are not stated and expressed in the Restated
Charter, does hereby fix and state such designations, powers, and preferences
and relative and other special rights and the qualifications, limitations or
restrictions thereof, as follows:
Section 1. DESIGNATION AND AMOUNT. The shares of such
series shall be designated as "Series A Junior Participating Preference
Shares" (the "Series A Preference Shares"), and the number of shares
constituting such series shall be 200,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; PROVIDED,
that no decrease shall reduce the number of Series A Preference Shares to a
number less than the number of shares then outstanding plus the number of
<PAGE>
shares reserved for issuance upon the exercise of outstanding options, rights
or warrants or upon the conversion of any outstanding securities issued by
the Company convertible into Series A Preference Shares.
Section 2. DIVIDENDS AND DISTRIBUTIONS.
(A) Subject to the rights of the holders of any shares of
any series of Preference Shares of the Company (the "Preference Shares") (or
any similar shares) ranking prior and superior to the Series A Preference
Shares with respect to dividends, the holders of Series A Preference Shares,
in preference to the holders of Ordinary Shares, having a par value of $.01
per share, of the Company (the "Ordinary Shares") and of any other shares of
the Company ranking junior to the Series A Preference Shares, shall be
entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, quarterly dividends payable in
cash on the last day of January, April, July, and October in each year (each
such date being referred to herein as a "Dividend Payment Date"), commencing
on the first Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preference Shares, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject
to the provision for adjustment hereinafter set forth, 1,000 times the
aggregate per share amount of all cash dividends, and 1,000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in Ordinary Shares,
declared on the Ordinary Shares since the immediately preceding Dividend
Payment Date or, with respect to the first Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Preference
Shares. In the event the Company shall at any time declare or pay any
dividend on the Class A Shares payable in shares of Ordinary Shares, or
effect a subdivision or combination or consolidation of the outstanding
Ordinary Shares (by reclassification or otherwise than by payment of a
dividend in shares of Ordinary Shares) into a greater or lesser number of
Ordinary Shares, then in each such case the amount to which holders of Series
A Preference Shares were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of Ordinary Shares
outstanding immediately after such event and the denominator of which is the
number of Ordinary Shares that were outstanding immediately prior to such
event.
(B) The Company shall declare a dividend or distribution on
the Series A Preference Shares as provided in paragraph (a) of this Section
immediately after it declares a dividend or distribution on the Ordinary
Shares (other than a dividend payable in shares of Ordinary Shares); provided
that, in the event no dividend or distribution shall have been declared on
the Ordinary Shares during the period between any Dividend Payment Date and
the next subsequent Dividend Payment Date, a dividend of $1 per share on the
Series A Preference Shares shall nevertheless be payable, when, as and if
declared, on such subsequent Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative,
whether or not earned or declared, on outstanding Series A Preference Shares
from the Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the record date
for the first Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the
date of issue is a Dividend Payment Date or is a date after the record date
<PAGE>
for the determination of holders of Series A Preference Shares entitled to
receive a quarterly dividend and before such Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the Series A Preference Shares in an amount less
than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of Series A Preference Shares entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be not more than 60 days prior to the date fixed for the
payment thereof.
Section 3. VOTING RIGHTS. The holders of Series A
Preference Shares shall have the following rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each Series A Preference Share shall entitle the holder thereof to
1,000 votes on all matters submitted to a vote of the shareholders of the
Company. In the event the Company shall at any time declare any dividend on
the Ordinary Shares payable in shares of Ordinary Shares, or effect a
subdivision or combination or consolidation of the outstanding Ordinary
Shares (by reclassification or otherwise than by payment of a dividend in
Ordinary Shares) into a greater or lesser number of Ordinary Shares, then in
each such case the number of votes per share to which holders of Series A
Preference Shares were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is
the number of Ordinary Shares outstanding immediately after such event and
the denominator of which is the number of Ordinary Shares that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in any other
resolution of the Board of Directors creating a series of Preference Shares
or any similar shares, and except as otherwise required by law, the holders
of Series A Preference Shares and the holders of Ordinary Shares and any
other shares of the Company having general voting rights shall vote together
as one class on all matters submitted to a vote of shareholders of the
Company.
(C) Except as set forth herein, or as otherwise provided by
law, holders of Series A Preference Shares shall have no special voting
rights and their consent shall not be required (except to the extent that
they are entitled to vote with holders of Ordinary Shares as set forth
herein) for taking any corporate action.
Section 4. CERTAIN RESTRICTIONS.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preference Shares as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not earned or declared, on Series A
Preference Shares outstanding shall have been paid in full, the Company shall
not:
(i) declare or pay dividends, or make any other
distributions, on any shares ranking junior (as to dividends) to the
Series A Preference Shares;
<PAGE>
(ii) declare or pay dividends, or make any other
distributions, on any shares ranking on a parity (as to dividends)
with the Series A Preference Shares, except dividends paid ratably on
the Series A Preference Shares and all such parity shares on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preference Shares,
provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such junior shares in exchange for
shares of the Company ranking junior (as to dividends and upon
dissolution, liquidation or winding up) to the Series A Preference
Shares or rights, warrants or options to acquire such junior shares;
or
(iv) redeem or purchase or otherwise acquire for consideration
any Series A Preference Shares, or any shares of shares ranking on a
parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preference Shares, except in accordance
with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares
upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the
respective series or classes.
(B) The Company shall not permit any subsidiary of the
Company to purchase or otherwise acquire for consideration any shares of the
Company unless the Company could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.
Section 5. REACQUIRED SHARES. Any Series A Preference
Shares purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.
Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon
any liquidation, dissolution or winding up of the Company, no distribution
shall be made (a) to the holders of shares ranking junior (upon liquidation,
dissolution or winding up) to the Series A Preference Shares unless, prior
thereto, the holders of Series A Preference Shares shall have received $1,000
per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not earned or declared, to the date of such
payment, provided that the holders of Series A Preference Shares shall be
entitled to receive an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 1,000 times the aggregate
amount to be distributed per share to holders of Ordinary Shares, or (b) to
the holders of shares ranking on a parity (upon liquidation, dissolution or
winding up) with the Series A Preference Shares, except distributions made
ratably on the Series A Preference Shares and all such parity shares in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the event the
Company shall at any time declare or pay any dividend on the Ordinary Shares
payable in Ordinary Shares, or effect a subdivision or combination or
<PAGE>
consolidation of the outstanding Ordinary Shares (by reclassification or
otherwise than by payment of a dividend in Ordinary Shares) into a greater or
lesser number of Ordinary Shares, then in each such case the aggregate amount
to which holders of Series A Preference Shares were entitled immediately
prior to such event under the proviso in clause (a) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of Ordinary Shares outstanding immediately after such
event and the denominator of which is the number of Ordinary Shares that were
outstanding immediately prior to such event.
Section 7. CONSOLIDATION, MERGER, ETC. In case the Company
shall enter into any consolidation, merger, combination or other transaction
in which the Ordinary Shares are converted into, exchanged for or changed
into other shares or securities, cash and/or any other property, then in any
such case each Series A Preference Share shall at the same time be similarly
converted into, exchanged for or changed into an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to 1,000 times the
aggregate amount of shares, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each Ordinary
Shares is converted or exchanged. In the event the Company shall at any time
declare or pay any dividend on the Ordinary Shares payable in Ordinary
Shares, or effect a subdivision or combination or consolidation of the
outstanding Ordinary Shares (by reclassification or otherwise than by payment
of a dividend in Ordinary Shares) into a greater or lesser number of Ordinary
Shares, then in each such case the amount set forth in the preceding sentence
with respect to the conversion, exchange or change of Series A Preference
Shares shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of Ordinary Shares outstanding immediately
after such event and the denominator of which is the number of Ordinary
Shares that were outstanding immediately prior to such event.
Section 8. NO REDEMPTION. The Series A Preference Shares
shall not be redeemable from any holder thereof.
Section 9. RANK. The Series A Preference Shares shall
rank, with respect to the payment of dividends and the distribution of assets
upon liquidation, dissolution or winding up of the Company, junior to all
other series of Preference Shares and senior to the Ordinary Shares.
Section 10. AMENDMENT. The Restated Charter of the Company
shall not be further amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preference
Shares so as to affect them adversely without the affirmative vote of the
holders of two-thirds or more of the outstanding Series A Preference Shares,
voting separately as a class.
Section 11. FRACTIONAL SHARES. Series A Preference Shares
may be issued in fractions of a share which shall entitle the holder thereof,
in proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all of the rights of holders of Series A Preference Shares.
AND BE IT FURTHER RESOLVED, that any documents heretofore
executed or lawful actions heretofore taken by any of the officers of the
Company in connection with the transactions herein described are hereby
ratified, confirmed and approved in all respects.
<PAGE>
Exhibit B
Form of Right Certificate
Certificate No. R- ____ ___ Rights
NOT EXERCISABLE AFTER MAY 22, 2005 OR EARLIER IF
REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE
SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY
OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS
DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL
BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.
Right Certificate
Triton Energy Limited
This certifies that ___________ or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions
of the Rights Agreement, dated as of March ___, 1996, as the same may be
amended from time to time (the "Rights Agreement"), between Triton Energy
Limited, a company organized under the laws of the Cayman Islands (the
"Company"), and Chemical Bank (the "Rights Agent"), to purchase from the
Company at any time after the Distribution Date (as such term is defined in
the Rights Agreement) and prior to 5:00 P.M., New York City time, on May 22,
2005 at the office or agency of the Rights Agent designated for such purpose,
or of its successor as Rights Agent, one one-thousandth of a fully paid
non-assessable Series A Junior Participating Preference Share, par value $.01
per share (the "Preference Shares"), of the Company, at a purchase price of
$120 per one one-thousandth of a Preference Share (the "Purchase Price"),
upon presentation and surrender of this Right Certificate with the Form of
Election to Purchase duly executed. The number of Rights evidenced by this
Rights Certificate (and the number of one one-thousandths of a Preference
Share which may be purchased upon exercise hereof) set forth above, and the
Purchase Price set forth above, are the number and Purchase Price as of March
___, 1996, based on the Preference Shares as constituted at such date. As
provided in the Rights Agreement, the Purchase Price, the number of one
one-thousandths of a Preference Share (or other securities or property) which
may be purchased upon the exercise of the Rights and the number of Rights
evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.
This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions
and conditions are hereby incorporated herein by reference and made a part
hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Right Certificates. Copies of the Rights Agreement are on file at the
principal executive offices of the Company and the above-mentioned office or
agency of the Rights Agent. The Company will mail to the holder of this
Right Certificate a copy of the Rights Agreement without charge after receipt
of a written request therefor.
<PAGE>
This Right Certificate, with or without other Right
Certificates, upon surrender at the office or agency of the Rights Agent
designated for such purpose, may be exchanged for another Right Certificate
or Right Certificates of like tenor and date evidencing Rights entitling the
holder to purchase a like aggregate number of Preference Shares as the Rights
evidenced by the Right Certificate or Right Certificates surrendered shall
have entitled such holder to purchase. If this Right Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender
hereof another Right Certificate or Right Certificates for the number of
whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $.01 per Right or (ii) may be exchanged in whole or in
part for Preference Shares or the Company's Ordinary Shares, par value $.01
per share.
No fractional Preference Shares will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which
are integral multiples of one one-thousandth of a Preference Share, which
may, at the election of the Company, be evidenced by depositary receipts),
but in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.
No holder of this Right Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the holder
of the Preference Shares or of any other securities of the Company which may
at any time be issuable on the exercise hereof, nor shall anything contained
in the Rights Agreement or herein be construed to confer upon the holder
hereof, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in the Rights Agreement) or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right certificate shall have been exercised as provided in
the Rights Agreement.
This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.
<PAGE>
WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal. Dated as of _____________.
ATTEST: TRITON ENERGY LIMITED
By __________________ By _____________________
Countersigned:
_______________________,
as Rights Agent
By _________________________
Authorized Signature
<PAGE>
Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate)
FOR VALUE RECEIVED _________________________ hereby sells,
assigns and transfer unto ___________________________
____________________________________________________________
(Please print name and address of transferee)
____________________________________________________________
Rights represented by this Right Certificate, together with all right, title
and interest therein, and does hereby irrevocably constitute and appoint
___________________ Attorney, to transfer said Rights on the books of the
within-named Company, with full power of substitution.
Dated: _________________
______________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National Association
of Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
- ------------------------------------------------------------
(To be completed)
The undersigned hereby certifies that the Rights evidenced
by this Right Certificate are not beneficially owned by, were not acquired by
the undersigned from, and are not being assigned to, an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement).
________________________
Signature
<PAGE>
Form of Reverse Side of Right Certificate - continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise
Rights represented by the Rights Certificate)
To Triton Energy Limited:
The undersigned hereby irrevocably elects to exercise
__________________ Rights represented by this Right Certificate to purchase
the Preference Shares (or other securities or property) issuable upon the
exercise of such Rights and requests that certificates for such Preference
Shares (or such other securities) be issued in the name of:
______________________________________________________________
(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 delivery to:
Please insert social security
or other identifying number
______________________________________________________________
(Please print name and address)
______________________________________________________________
Dated: ____________________
________________________
Signature
(Signature must conform to holder specified on Right Certificate)
Signature Guaranteed:
Signature must be guaranteed by a member of firm of a
registered U.S. national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States.
<PAGE>
Form of Reverse Side of Right Certificate -- continued
_________________________________________________________________
(To be completed)
The undersigned certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by, and were not acquired by the
undersigned from, an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Rights Agreement)
______________________
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, such Assignment or Election to Purchase will not be honored.
<PAGE>
Exhibit C
UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING
PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES
THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.
SUMMARY OF RIGHTS TO PURCHASE
Preference Shares
On March ____, 1996, the Board of Directors of Triton Energy
Limited (the "Company") declared a dividend of one preference share purchase
right (a "Right") for each outstanding Ordinary Share, par value $.01 per
share, of the Company (the "Ordinary Shares") . The dividend is payable on
March ___, 1996 (the "Record Date") to the shareholders of record on that
date. Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a Series A Junior Participating Preference Share, par
value $.01 per share (the "Preference Shares") of the Company at a price of
$120 per one one-thousandth of a Preference Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth
in a Rights Agreement dated as of March ____, 1996, as the same may be
amended from time to time (the "Rights Agreement"), between the Company and
Chemical Bank, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of a number of
Ordinary Shares equal to 15% or more of the number of outstanding Ordinary
Shares; provided, however, that if a Person would be deemed an Acquiring
Person upon the adoption of the Rights Agreement, such Person will not be
deemed an "Acquiring Person" for any purposes of the Rights Agreement unless
and until such Person acquires Beneficial Ownership of any additional
Ordinary Shares after the date of the adoption of the Rights Agreement or
(ii) 10 business days (or such later date as may be determined by action of
the Board of Directors 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 a number of Ordinary Shares equal to 15% or more of the
number of outstanding Ordinary Shares (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any
of the Ordinary Share certificates outstanding as of the Record Date, by such
Ordinary Share certificate together with a copy of this Summary of Rights.
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 Ordinary Shares; provided, however, that
prior to the Distribution Date, upon the conversion of any class of Ordinary
Shares into Ordinary Shares of a different class all Rights attached to the
Ordinary Shares being converted shall be deemed cancelled and retired by the
Company. Until the Distribution Date (or earlier redemption or expiration of
the Rights), new Ordinary Shares certificates issued after the Record Date
upon transfer or new issuances of Ordinary Shares (including pursuant to the
conversion) 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 Ordinary
Shares outstanding as of the Record Date, even without such notation or a
<PAGE>
copy of this Summary of Rights, will also constitute the transfer of the
Rights associated with the Ordinary 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 Ordinary Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on May __, 2005 (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.
The Purchase Price payable, and the number of Preference
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 dividend of shares on, or a subdivision, combination or
reclassification of, the Preference Shares, (ii) upon the grant to holders of
the Preference Shares of certain rights or warrants to subscribe for or
purchase Preference Shares at a price, or securities convertible into
Preference Shares with a conversion price, less than the then-current market
price of the Preference Shares or (iii) upon the distribution to holders of
the Preference Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends or dividends payable in Preference Shares) or
of subscription rights or warrants (other than those referred to above).
The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Ordinary Shares or a dividend
on the Ordinary Shares payable in Ordinary Shares or subdivisions,
consolidations or combinations of the Ordinary Shares occurring, in any such
case, prior to the Distribution Date.
Preference Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preference Share will be entitled, when, as and
if declared, to a minimum preferential quarterly dividend payment of $1 per
share but will be entitled to an aggregate dividend of 1,000 times the
dividend declared per Ordinary Share. In the event of liquidation, the
holders of the Preference Shares will be entitled to a minimum preferential
liquidation payment of $1,000 per share (plus any accrued but unpaid
dividends) but will be entitled to an aggregate payment of 1,000 times the
payment made per Ordinary Share. Each Preference Share shall be entitled to
1,000 votes, voting together with the Ordinary Shares. Finally, in the event
of any merger, consolidation or other transaction in which Ordinary Shares
are converted or exchanged, each Preference Share will be entitled to receive
1,000 times the amount received per Ordinary Share. These rights are
protected by customary antidilution provisions.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which will thereupon
become void), will thereafter have the right to receive upon exercise of a
Right at the then current exercise price of the Right, that number of
Ordinary Shares having a market value of two times the exercise price of the
Right.
In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
<PAGE>
power are sold, proper provision will be made so that each holder of a Right
(other than Rights beneficially owned by an Acquiring Person which 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
ordinary shares of the person with whom the Company has engaged in the
foregoing transaction (or its parent), which number of shares at the time of
such transaction will have a market value of two times the exercise 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 beneficial
ownership of a number of Ordinary Shares equal to 50% or more of the number
of outstanding Ordinary Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which
will have become void), in whole or in part, at an exchange ratio of one
Ordinary Share, or one one-thousandth of a Preference Share (or of a share of
a class or series of the Company's preference shares 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 Preference Shares will be
issued (other than fractions which are integral multiples of one
one-thousandth of a Preference 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 Preference
Shares on the last trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price");
provided that under certain cirumstances set forth in the Rights Agreement,
after the after a tender offer has been commenced, the Board of Directors may
not be permitted to redeem the Rights. 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.
For so long as the Rights are then redeemable, the Company
may, except with respect to the redemption price, amend the Rights in any
manner. After the Rights are no longer redeemable the Company may, except
with respect to the redemption price, amend the Rights in any manner that
does not adversely affect the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement
on Form 8-A. A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, as the same may be amended from time to time, which is hereby
incorporated herein by reference.
EXHIBIT 4.2
TRITON ENERGY LIMITED
INCORPORATED UNDER THE LAWS
OF THE CAYMAN ISLANDS
CLASS A ORDINARY SHARES SHARES
PAR VALUE
ONE CENT (U.S. $0.01)
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
NUMBER
DXA
THIS CERTIFICATE IS TRANSFERABLE CUSIP 896750 10 6
IN DALLAS AND NEW YORK
THIS CERTIFIES THAT:
IS THE OWNER OF:
FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF
Triton Energy Limited transferable on the books of the Company by the
holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
In Witness Whereof, the Company has caused this Certificate to be signed
by its duly authorized officers by the use of their facsimile signatures and
its facsimile seal to be hereunto affixed.
DATE
/s/ Thomas G. Finck COUNTERSIGNED AND REGISTERED
CHIEF EXECUTIVE OFFICER CHEMICAL MELLON SHAREHOLDER
SERVICES
TRANSFER AGENT AND REGISTRAR
/s/ Robert B. Holland, III
SECRETARY
AUTHORIZED SIGNATURE
<PAGE>
TRITON
The Company will furnish to any shareholder, upon request and without
charge, a full statement of the powers, designations, preferences, and
relative, participating, optional or other special rights of each class of
shares of the Company authorized to be issued, or series thereof, and the
qualifications, limitations or restrictions of such preferences and/or rights.
Such request may be made to the Company or to the Transfer Agent.
This certificate also evidences and entitles the holder hereof to certain
rights (the "Rights") as set forth in a Rights Agreement between the Company
and Chemical Bank, dated as of ________, 1996 as the same may be amended from
time to time (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive 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
Company will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor.
Under certain circumstances, as set forth in the Rights Agreement, Rights
owned by or transferred to any Person who becomes an Acquiring Person
(as defined in the Rights Agreement) and certain transferees thereof will
become null and void and will no longer be transferable.
The following abbreviations, when used in the inscription on the face of
this certificate, will be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT ..... Custodian .....
TEN ENT - as tenants by the (cust) (minor)
entireties Under uniform
JT TEN - as joint tenants with gifts to Minors
right of survivorship and Act................
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received _________ hereby sells, assigns and transfers unto
Please insert Social Security or other
Identifying Number of Assignee
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________Shares
Shares represented by the within Certificate, and he hereby irrevocably
constitutes and appoints _____________ Attorney to transfer the said
shares on the books of the within named Company with full power of
substitution on the premises.
<PAGE>
Dated _________________
NOTICE: The Signature(s) to this
assignment must correspond with the
name(s) as written upon the face of
the certificate in every particular, _______________________________
without alteration or enlargement or
any change whatever. _______________________________
Signature(s) must be guaranteed by
a commercial bank or trust company
or a member firm of major stock
exchange.
