Common use of Signature Clause in Contracts

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any

Appears in 3 contracts

Samples: Rights Agreement (Netsilicon Inc), Rights Agreement (Netsilicon Inc), Rights Agreement (Netsilicon Inc)

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Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 15, 20001998, the Board of Directors of NETsilicon, Inc. Arbor Software Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.001 per share (the "Common StockShares") outstanding on September 23July 3, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 0.001 per share (the "Preferred Shares"), of the Company, at a price of $200.00 250 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, or in the case of Osicom Technologies, Inc. (the "i) a Grandfathered Stockholder other than a Second Tier Grandfathered Stockholder"), an additional 25%, or (ii) a Second Tier Grandfathered Stockholder, the greater of 15% or such percentage as is beneficially owned by each Amerindo Holder plus 1%, or more of the outstanding voting securities of the Company Common Shares 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, or in the case of the (i) a Grandfathered Stockholder other than a Second Tier Grandfathered Stockholder, an additional 25%, or (ii) a Second Tier Grandfathered Stockholder, the greater of 15% or such percentage as is beneficially owned by each Amerindo Holder plus 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 2 contracts

Samples: Rights Agreement (Arbor Software Corp), Rights Agreement (Arbor Software Corp)

Signature. NOTICE ------ The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12May 14, 20001998, the Board of Directors of NETsilicon, Inc. SERVICE CORPORATION INTERNATIONAL (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 1.00 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23July 28, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A D Junior Participating Preferred Stock, par value $0.01 1.00 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 220 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Harrxx Xxxst and Savings Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 July 28, 2008 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1000 per share but will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common StockShare. In the event of any merger, consolidation or other transaction in which C-2 83 Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Each Preferred Share will have one vote, voting together with the Common Shares. Because of the nature of the Preferred Shares' dividend, dividend and liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate approximate, to some degree, the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then-current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 share Common Share (or of a number of preferred shares, or fraction thereof, having equivalent value to one Common Stock Share), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Appears in 2 contracts

Samples: Rights Agreement (Service Corporation International), Rights Agreement (Service Corporation International)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, EXHIBIT C AVICI SYSTEMS INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12December 5, 2000, 2001 the Board of Directors of NETsilicon, Avici Systems Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.0001 per share (the "Common StockShares") outstanding on September 23December 17, 2000 2001 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 40.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 Xxxxxxxx 0, 0000 (xxx "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 90 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following ten days after the time any Person becomes an Acquiring PersonPerson (including public announcement thereof), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 6, 2001. A copy of the 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 Agreement, which is hereby incorporated herein by reference.

Appears in 2 contracts

Samples: Rights Agreement (Avici Systems Inc), Rights Agreement (Avici Systems Inc)

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. (In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof Interested Stockholder (as such terms are defined in the Shareholder Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONEXHIBIT C August 3, INC. 1998 SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12STOCK UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE SHAREHOLDER RIGHTS AGREEMENT, 2000RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN INTERESTED STOCKHOLDER (AS DEFINED IN THE SHAREHOLDER RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. El Paso Natural Gas Company, a Delaware corporation ("El Paso"), El Paso Energy Corporation, a Delaware corporation (the Board "Company") and El Paso Energy Merger Company, a Delaware corporation ("Merger Sub") and a direct, wholly owned subsidiary of Directors the Company entered into an Agreement and Plan of NETsiliconMerger, Inc. declared dated July 16, 1998, pursuant to which effective August 1, 1998, Merger Sub merged with and into El Paso, with El Paso as the surviving corporation, as a dividend result of which each outstanding share of common stock, $3.00 par value per share, of El Paso has been converted into one share (or equal fraction thereof) of common stock, $3.00 par value per share, of the Company (the "Common Stock"), and each one-half outstanding preferred stock purchase right of El Paso has been converted into one preferred share stock purchase right (a "Right") for associated with each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23. Except as set forth below, 2000 (the "Record Date") to the stockholders of record on that date. Each Right each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one onetwo-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred SharesStock"), of the Company, at a price of $200.00 75.00 per one onetwo-thousandth hundredth of a share of Preferred Share Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Shareholder Rights Agreement Agreement, dated as of July 16, 1998 (the "Shareholder Rights Agreement") ), between the Company and Rights Agents BankBoston, N.A. (the "Rights Agent"). Until The Rights are attached to all certificates representing outstanding shares of Common Stock, and no separate Right Certificates (as hereinafter defined) have been distributed. The Rights will separate from the earlier shares of Common Stock on the earliest to occur of (i) the tenth calendar day after a first date of public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") group" has acquired beneficial ownership of securities having 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the voting power of all outstanding voting securities of the Company (as hereinafter defined); or (ii) 10 ten (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 becomes an Acquiring Personof the Company may determine) following the commencement of, or announcement of an intention to makecommence, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, becoming an Acquiring Person; or (iii) twenty business days prior to the date on which a Transaction (as defined in the case of the Grandfathered Stockholder, an additional 1%, Shareholder Rights Agreement) is reasonably expected to become effective or more of such outstanding voting securities of the Company be consummated (the earlier earliest of such dates being called the "Distribution Date"), . A person or group whose acquisition of voting securities causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person". The first date of public announcement that a person or group has become an Acquiring Person is the Rights will be evidenced, with respect to any of the Common "Stock certificates outstanding as of the Record Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto". The Rights Agreement provides that, that until the Distribution Date, Date the Rights will be transferred with and only with the shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of shares of Common Stock will contain a notation incorporating the Shareholder Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Dateoutstanding, even without such notation or a copy of this Summary of Rights being attached theretonotation, will also constitute the transfer of the Rights associated with the shares of Common Stock 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 shares of Common Stock as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights Date and will expire on The Purchase Price payableat 5:00 P.M., and the number of Preferred Shares or other securities or property issuableNew York, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such New York time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the RightsJuly 7, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended 2002, unless earlier redeemed by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anydescribed below.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (El Paso Energy Corp/De), Shareholder Rights Agreement (El Paso Energy Corp/De)

Signature. =========================== NOTICE ------ The signature in the foregoing Forms Form of Assignment and Election must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Amended and Restated Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONB-5. FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) To P-COM, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") The undersigned hereby irrevocably elects to the stockholders of record on that date. Each Right entitles the registered holder exercise ________________ Rights represented by this Rights Certificate to purchase from the Company one one-thousandth of a share Units of Series A Junior Participating Preferred Stock, par value $0.01 per share (Stock issuable upon the "exercise of such Rights and requests that certificates for such Series A Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, Stock be issued in the case of Osicom Technologies, Inc. name of: Please insert social security ------------------------------- or other identifying number (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (iiPlease print name and address) 10 business days (or If 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) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary number of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will shall not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate are or were at any time on or after for the earlier of (x) the date balance remaining of such event and (y) the Distribution Date (as such term is defined Rights shall be registered in the name of and delivered to: Please insert social security ------------------------------- or other identifying number (Please print name and address) Dated: ________________, ____ __________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. B-6. CERTIFICATE ----------- The undersigned hereby certifies that the Rights Agreement) acquired or evidenced by this Rights Certifi cate are not beneficially owned by an Acquiring Person or an Affiliate or Associate or Affiliate of an Acquiring Person thereof (as such terms are defined in the Amended and Restated Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 2 contracts

Samples: Rights Agreement (P Com Inc), Rights Agreement (P Com Inc)

Signature. ========================= NOTICE ------ The signature in the foregoing Forms Form of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. 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, Purchase is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Amended and Restated Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C --------- P-COM, INC. AMENDED AND RESTATED SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED SHARES STOCK On September 12October 1, 20001997, the Board of Directors of NETsiliconP-Com, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share Common Stock (the "Common Stock") outstanding ), par value $.0001 per share, of the Company. The dividend was payable on September 23December 3, 2000 1997 (the "Record Date") to the stockholders of record on that date. On December 18, 1998 (the "Amendment Date") the terms and conditions of the Rights were amended. Each Right now entitles the registered holder to purchase from the Company one oneten-thousandth (1/10,000) of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $0.01 .0001 per share (the "Series A Preferred SharesStock"), of the Company, Company at a price of $200.00 125 per one one-thousandth of a Preferred Share Unit (the "Purchase Price"), subject to adjustment. The description amended descrip tion and terms of the Rights are set forth in a an Amended and Restated Rights Agreement dated as of December 18, 1998 (the "Amended and Restated Rights Agreement") between the Company and BankBoston, N.A. as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial bene ficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Stock 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Amended and Restated Summary of Rights attached thereto. The Amended and Restated Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or Amendment Date, upon transfer or new issuance of Common Stock will contain contain, or shall be deemed to contain, a notation incorporating the Amended and Restated Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being C-1. attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Rights Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on October 1, 2007 (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 Units of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Units of Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Shares Stock at a price, or securities convertible into Units of Preferred Shares Stock with a conversion price, less than the then current market price of the Units of Preferred Shares Stock or (iii) upon the distribution to holders of the Units of Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths Units of a Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Units of Preferred Shares Stock purchasable upon exercise of the Rights will not be redeemable. Each Unit of Preferred Share Stock will be entitled to a quarterly dividend payment of 1,000 times the equal to any dividend declared per share of Common Stock. In the event of liquidation, the holders each Unit of the Preferred Shares Stock will be entitled to an aggregate a payment of 1,000 times the aggregate equal to any payment made per share of Common Stock. Each Unit of Preferred Share Stock will have 1,000 votesone vote, voting together with the Common Stock. In Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Share Stock will be entitled to receive 1,000 times an amount equal to the amount received per share of Common Stock. These rights are protected by customary antidilution anti dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a each Unit of Preferred Share Stock purchasable upon exercise of each Right the Rights should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 2 contracts

Samples: Rights Agreement (P Com Inc), Rights Agreement (P Com Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election 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 completedcompleted in connection with a purported assignment, the Company and the Rights Agent (i) will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board a transferee of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), any of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description foregoing and terms of accordingly will deem the Rights are set forth in a evidenced by such Rights Agreement (the "Rights Agreement") between the Company Certificate to be void and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person not transferable or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company exercisable or (ii) 10 business days (or such later date as may be determined by action of deem the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected precluded by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) 2.12 of the Rights Agreement. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: SPIEXXX XXXPERTIES, if INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ----------------------------------- Address: ----------------------------------- Social Security or Other Taxpayer Identification Number: ----------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ----------------------------------- Address: ----------------------------------- Social Security or Other Taxpayer Identification Number: ----------------------------------- Dated: _______________, ____ Signature Guaranteed: ________________________________________ Signature (Signature must correspond to name as written upon the face of the attached Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. ------------------------------------------------------------ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or were at any time on an Affiliate or after the earlier of (x) the date of such event and (y) the Distribution Date Associate thereof (as such term defined in the Rights Agreement). ---------------------------------------- Signature ------------------------------------------------------------ NOTICE In the event the certification set forth above is not completed in connection with a purported exercise, the Company will deem the Beneficial Owner of the Rights evidenced by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate a transferee of an Acquiring Person (as such terms are defined in any of the foregoing and accordingly will deem the Rights Agreement), evidenced by such Rights shall become voidCertificate to be void and not transferable or exercisable. EXHIBIT B FORM OF ARTICLES SUPPLEMENTARY OF SPIEXXX XXXPERTIES, and any holder of such Rights shall thereafter have no right to exercise such RightsINC. In the event thatSpiexxx Xxxperties, at any time after Inc., a Person becomes an Acquiring PersonMaryland corporation having its principal office in Baltimore City, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right Maryland (the "Redemption PriceCorporation"). The redemption , hereby certifies to the Maryland State Department of the Rights may be made effective at such time, on such basis Assessments and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyTaxation that:

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Spieker Properties Inc), Stockholder Protection Rights Agreement (Spieker Properties Inc)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. B-5 Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 18, 20001997, the Board of Directors of NETsilicon, Inc. The Stride Rite Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.25 per share share, of the Company (the "Common StockShares") outstanding ). The dividend is pay- able on September 23July 17, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 1.00 per share share, of the Company (the "Preferred Shares"), of the Company, at a price of $200.00 68.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustmentadjust- ment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ben- eficial ownership of 1510% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person person or group of affiliated per- sons 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 1510% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates Share certifi- xxxxx outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDis- tribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating incor- porating the Rights Agreement by reference. Until the Distribution Dis- tribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached at- tached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Distribu- tion Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Distri- bution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Distribu- tion Date. The Rights will expire on July 17, 2007 (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 Preferred Pre- ferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, ; (ii) upon the grant to holders of the Preferred Pre- ferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible con- vertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares Shares; or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular reg- ular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription sub- scription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise exer- cise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend divi- dend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisionssubdi- visions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation pay- ment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation con- solidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividenddiv- idend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will there- after be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. C-2 At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Pur- chase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the CompanyCom- pany, be evidenced by depository depositary receipts) and in lieu thereofthere- of, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial own- ership of 10% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions condi- tions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Redemp- tion Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders hold- ers of the Rights, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Appears in 2 contracts

Samples: Rights Agreement (Stride Rite Corp), Rights Agreement (Stride Rite Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced represented by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12October 4, 20001997, the Board of Directors of NETsiliconHighwoods Properties, Inc. declared (the "Company") authorized a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23October 16, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A C Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 140 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Union National Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedrepresented, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. Any person or group owning in excess of 15% of the outstanding Common Shares as of October 6, 1997, shall only trigger the effects referred to above if such person increases its ownership of Common Shares to in excess of the percentage of outstanding Common Shares on such date plus 1%. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of representing Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing representing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence represent the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on October 6, 2007 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared authorized per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may cause the Company to 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced represented by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may cause the Company to redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons (other than persons owning in excess of 15% of the outstanding Common Shares on October 6, 1997) and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Appears in 2 contracts

Samples: Rights Agreement (Highwoods Properties Inc), Rights Agreement (Highwoods Properties Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C STATE FINANCIAL SERVICES CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12July 27, 20001999, the Board of Directors of NETsilicon, Inc. State Financial Services Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, $.10 par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23August 27, 2000 1999 to the shareholders of record on that date (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series Class A Junior Participating Preferred Stock, $1.00 par value $0.01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 70 per one one-thousandth of a Preferred Share Share, subject to adjustment (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Firstar Bank Milwaukee, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of Common Shares (the Company "Shares Acquisition Date") or (ii) 10 business days (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoShare certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretonotation, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 July 27, 2009 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company or the Rights Agreement is amended, in each case as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon the exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $10.00 per share but will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1,000 per share but will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, voting and liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share Common Share. In the event that any person becomes an Acquiring Person (a "Flip-In Event"), each holder of a Right will thereafter have the right to receive upon exercise that number of Common StockShares (or, in certain circumstances cash, property or other securities of the Company or a reduction in the Purchase Price) having a market value of two times the then current Purchase Price. From and after Notwithstanding any of the foregoing, following the occurrence of an event described in Section 11(a)(ii) of the any Flip-In Event all Rights Agreementthat are, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined under certain circumstances specified in the Rights Agreement) acquired were, or subsequently become beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person, such Rights shall become related persons and transferees will be null and void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Personfollowing the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of its consolidated assets or earning power are soldsold (the events described in clauses (i) and (ii) are herein referred to as "Flip-Over Events"), proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, that number of shares of common stock of the outstanding Common Stock, acquiring company which at the Board time of Directors such transaction will have a market value of two times the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)then current Purchase Price. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in ). In lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. The Purchase Price is payable by certified check, cashier's check, bank draft or money order or, if so provided by the Company, the Purchase Price following the occurrence of a Flip-In Event and until the first occurrence of a Flip-Over Event may be paid in Common Shares having an equivalent value. At any time after a person becomes an Acquiring Person and prior to the acquisition by any Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by any Acquiring Person which have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-thousandth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time prior to the tenth day following the time any Person becomes a person becoming an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Other than provisions relating to principal economic terms of the Rights, the terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower the threshold for exercisability of the Rights from 15% to not less than 10%, with appropriate exceptions for any person then beneficially owning a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold, except that from and after the Distribution Date no such time amendment may adversely affect the interests of the holders of the Rights. The Rights may also be amended to extend the expiration date thereof. Until a Right is exercised, the holder thereof, as anysuch, 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 filed with respect to the Rights. 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, which is hereby incorporated herein by reference.

Appears in 2 contracts

Samples: Rights Agreement (State Financial Services Corp), Rights Agreement (State Financial Services Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and 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 Purchasepurchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12February 23, 20001996, the Board of Directors of NETsiliconEmisphere Technologies, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23March 15, 2000 1996 (the "Record Date") to the stockholders of record at the close of business on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 80 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Continental Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 February 23, 2006 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights Right are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, price less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths one- hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise such number of one one-hundredths of a Preferred Share as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred 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 Common Shares. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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, for consideration consisting of one-half the securities of the Company that would be issuable at an exchange ratio such time upon exercise of one share of Common Stock per Right (subject to adjustment)Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Personacquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"); provided, however, that, for the 120-day period after any date of a change (resulting from a proxy or consent solicitation) in a majority of the Board of Directors of the Company in office at the commencement of such solicitation, the Rights may only be redeemed if (A) there are directors then in office who were in office at the commencement of such solicitation and (B) the Board of Directors of the Company, with the concurrence of a majority of such directors then in office, determines that such redemption is, in their judgment, in the best interests of the Company and its stockholders. The redemption Redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights will not become exercisable in connection with a "Qualifying Offer," which is an all-cash tender offer for all outstanding Common Shares that is fully financed, remains open for a period of at least 45 business days, assures a prompt second-step acquisition of shares not purchased in the initial offer at the same price as the initial offer and meets certain other requirements. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after a Distribution Date no such time amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as anysuch, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Amendment has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated March 5, 1996. 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, which is hereby incorporated herein by reference.

Appears in 2 contracts

Samples: Agreement (Emisphere Technologies Inc), Agreement (Emisphere Technologies Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SANDISK CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12April 18, 20001997, the Board of Directors of NETsilicon, Inc. SanDisk Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock (the "Common Stock"), par value $.01 .001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23April 28, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 65.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of April 18, 1997 (the "Rights Agreement") between the Company and Xxxxxx Trust and Savings Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 at the close of business on April 28, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly an aggregate dividend payment of 1,000 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Personthe Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are soldsold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding Common Shares (except pursuant to a tender offer for all of the Common Shares at a price and on terms determined by a majority of the Continuing Directors to be fair to and otherwise in the best interests of the Company and its stockholders) proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares (or cash, other securities or property) having a market value of two times the exercise price of the Right. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share Common Share (or a fraction of Common Stock a Preferred Share having equivalent market value) per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to within ten (10) business days after a person or group of affiliated or associated persons acquire beneficial ownership of 15% or more of the tenth outstanding Common Shares (unless the Board of Directors extends such ten-day following the time any Person becomes an Acquiring Personperiod), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"), upon the approval of a majority of the Continuing Directors. The redemption of the Rights rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the RightsRights upon the approval of a majority of the Continuing Directors, including an amendment to lower certain thresholds described above to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 15%, except that from and after a Distribution Date no such time as anyamendment may adversely affect the interests of the holders of the Rights.

Appears in 2 contracts

Samples: Rights Agreement (Sandisk Corp), Rights Agreement (Sandisk Corp)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C REPLIGEN CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 3, 20002003, the Board of Directors of NETsilicon, Inc. Repligen Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common StockShares") outstanding on September 23March 17, 2000 2003 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 50.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The This summary description and terms of the Rights are set forth herein are qualified in a their entirety by that certain Rights Agreement (the "Rights Agreement") between the Company and Rights Agents American Stock Transfer & Trust Company (the "Rights Agent")) dated as of March 3, 2003, which is hereby incorporated herein in its entirety by reference. Until the earlier to occur of (i) the close of business on the tenth calendar day after a public announcement or disclosure of facts that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. a Grandfathered Stockholder (as such term is defined in the "Grandfathered Stockholder"), an additional 1%, Rights Agreement) 20% or more of the outstanding voting securities of the Company Common Shares or (ii) 10 the tenth business days 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) following the commencement of, or the public announcement of an intention to make, a tender offer or exchange offer offer, the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the a Grandfathered Stockholder, an additional 1%, 20% or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 March 2, 2013 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this the Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 90 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the earlier of (i) the close of business on the tenth calendar day following after the time any Person becomes an Acquiring PersonPerson (or such later date as may be determined by the Board of Directors in its sole discretion), or the (ii) Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 0.001 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated March 4, 2003. A copy of the Agreement is available free of charge from the Company.

Appears in 2 contracts

Samples: Rights Agreement (Repligen Corp), Rights Agreement (Repligen Corp)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election 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 Forms of Assignment or the Form of and Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election and, in the case of an Assignment, will affix a legend to Purchase will not be honoredthat effect on any Right Certificates issued in exchange for this Rights Certificate. NETSILICON, INC. 57 EXHIBIT B QUAKER STATE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES CAPITAL STOCK On September 1228, 20001995, the Board of Directors of NETsilicon, Inc. Quaker State Corporation (the "Company") declared a dividend distribution of one preferred share purchase right Capital Stock Purchase Right (a "Right") for each outstanding share of common stockCapital Stock, par value $.01 1.00 per share share, of the Company (the "Common Capital Stock") outstanding on September 23, 2000 (). The following is a summary of the "Record Date") to terms of the stockholders of record on that dateRights. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, Capital Stock at a price of $200.00 50 per one one-thousandth share of a Preferred Share Capital Stock, subject to adjustment (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, dated as of September 28, 1995 (the "Rights Agreement") ), between the Company and Mellon Securities Trust Company, as Rights Agents Agent (the "Rights Agent"). Until Initially, the Rights will be attached to all Capital Stock certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Capital Stock and a "Distribution Date" will occur upon the earlier to occur of (i) ten business days following the tenth calendar day after time (the "Stock Acquisition Time") of a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired acquired, or obtained the right to acquire, beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Capital Stock of the Company or and (ii) 10 ten business days (or such later date as may be or, if determined by action of the Board of Directors prior to such time (with the concurrence of a majority of the Continuing Directors (as any Person becomes an Acquiring Personhereinafter defined)), a specified or unspecified later date) following the commencement of, or announcement of an intention to make, make a tender offer or exchange offer which, if successful, would cause the consummation of which would result in the beneficial ownership by a person or group of bidder to own 15% or, in the case of more of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoCapital Stock. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Capital Stock. Until the Distribution Date , (or earlier redemption or expiration of the Rights), ii) new Common Capital Stock certificates issued after the Record Date or October 18, 1995, upon transfer or new issuance of Common Stock the Capital Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption or expiration of the Rights), iii) the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, Capital Stock certificates outstanding will also constitute the transfer of the Rights associated with the Common shares of Capital Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") Certificates will be mailed to holders of record of the Common Capital Stock as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only shares of Capital Stock issued prior to the Distribution Date will be issued with Rights. 58 The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payableSeptember 28, and 2005, unless earlier redeemed or exchanged by the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event Company as described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rightsbelow. In the event that, at any time after a Person becomes an Acquiring Personthe Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its consolidated assets assets, cash flow or earning power are is sold, proper provision will shall be made so that each holder At any of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after any Person the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Capital Stock were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of shares of Capital Stock of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person (except pursuant to a tender offer for all outstanding shares of Capital Stock determined to be at a fair price and prior to otherwise in the acquisition best interests of the Company and its stockholders by any person or group of a majority of the outstanding Common StockOutside Directors), proper provision shall be made so that each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of shares of Capital Stock (or, in certain circumstances, cash, a reduction in the Purchase Price, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company may exchange the Rights (other than Rights owned by determines that such person or group which have become void), in whole became an Acquiring Person inadvertently and such person or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth group promptly divests itself of a Preferred Share, which may, at the election sufficient number of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price shares of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes Capital Stock so that such person or group is no longer an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 2 contracts

Samples: Rights Agreement (Quaker State Corp), Rights Agreement (Quaker State Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12October 9, 20001998, the Board of Directors of NETsiliconFred's, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, no par value $.01 per share (the "Common StockShares") outstanding of the Company. The dividend is payable on September 23October 12, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, no par value $0.01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 100.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Union Planters Bank, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this a Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 October 12, 2008 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Datedilution. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1.00 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but, if greater than $100 per share, will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, dividend and liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company ("flip-over") which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares ("flip-in") having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Appears in 2 contracts

Samples: Rights Agreement (Freds Inc), Rights Agreement (Freds Inc)

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12May 5, 20001997, the Board of Directors of NETsiliconCrown Laboratories, Inc. (the "Corporation") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 0.001 per share (the "Common StockShares") outstanding ), of the Corporation. The dividend is payable to the stockholders of record on September 23May 16, 2000 1997 (the "Record Date"), and with respect to Common Shares issued thereafter, until the Distribution Date (as defined below) and, in certain circumstances, with respect to Common Shares issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company Corporation one one-thousandth of a share of Series A F Junior Participating Preferred Stock, $.001 par value $0.01 per share (the "Preferred Shares"), of the Company, Corporation at a price of $200.00 12.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and Securities Transfer Corporation, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding dated as of the Record DateMay 5, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any1997.

Appears in 2 contracts

Samples: Rights Agreement (Crown Laboratories Inc /De/), Rights Agreement (Crown Laboratories Inc /De/)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12October 23, 20001997, the Board of Directors of NETsilicon, Inc. Xxxxx Xxxxxxxx Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 1.00 per share share, of the Com- pany (the "Common StockShares") outstanding ). The dividend is payable on September 23Decem- ber 3, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 1.00 per share share, of the Company (the "Preferred Shares"), of the Company, ) at a price of $200.00 150 per one one-thousandth hundredth of a Preferred Share (the "Purchase Pur- chase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Chicago Trust Company of New York (successor trustee to First Interstate Bank of California), as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ben- eficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person 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 ex- change offer the consummation of which would result in the beneficial ben- eficial ownership by a person or group of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect re- spect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDis- tribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption redemp- tion or expiration of the Rights), new Common Stock certificates Share certifi- xxxxx issued after the Record Date or upon transfer or new issuance issu- ance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute con- stitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing evidenc- ing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 October 31, 2007 (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 Preferred Pre- ferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, ; (ii) upon the grant to holders of the Preferred Pre- ferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares Shares; or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations con- solidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividenddiv- idend, liquidation and voting rights, the value of the one one-thousandth one- hundredth interest in a Preferred Share purchasable upon exercise exer- cise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such trans- action will have a market value of two times the exercise price of the Right. In the event that any person or group of affili- ated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Pur- chase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions frac- tions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment ad- justment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial own- ership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresh- olds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Com- mon Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, in- cluding, without limitation, the right to vote or to receive dividends.

Appears in 2 contracts

Samples: Agreement (Avery Dennison Corporation), Agreement (Avery Dennison Corporation)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event that the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate such assignment or election to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase purchase will not be honored. NETSILICONEXHIBIT C UNDER CERTAIN CIRCUMSTANCES, INC. RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 31, 20002020, the Board of Directors of NETsilicon, Inc. Six Flags Entertainment Corporation (the “Company”) declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.025 per share share, of the Company (the "Common Stock") Shares”), outstanding on September 23April 10, 2000 2020 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A B Junior Participating Preferred Stock, par value $0.01 1.00 per share (the "Preferred Shares")share, of the CompanyCompany (the “Preferred Shares”), at a price of $200.00 75.00 per one one-thousandth of a Preferred Share represented by a Right (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") ”), dated as of March 31, 2020 between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (or any successor rights agent), as it may from time to time be amended or supplemented pursuant to its terms. Capitalized terms used but not defined in this summary have the meanings ascribed to such terms in the Rights Agents (the "Rights Agent")Agreement. Until the earlier to occur of (i) the tenth calendar Close of Business on the 10th day after following the acquisition of Beneficial Ownership of 10% (20% in the case of a public announcement that 13G Investor) or more of the outstanding Common Shares (including ownership of a person Derivative Position) by a Person or group of affiliated or associated persons Persons (an "Acquiring Person") has acquired beneficial ownership of 15% (or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), event that an additional 1%, or more exchange is effected in accordance with Section 24 of the outstanding voting securities Rights Agreement and the Board of the Company or Directors determines that a later date is advisable, then such later date) and (ii) 10 business days Business Days (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) following the commencement of, or of the first public announcement of an the intention to makecommence, a tender offer or exchange offer the consummation of which would result in the beneficial ownership Beneficial Ownership by a person Person or group of 1510% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called dates, the "Distribution Date"), the Rights will be evidenced, with respect to any of the evidenced by Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The thereto (unless such Rights Agreement provides thatare recorded in book-entry); provided, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date that each certificate (or earlier redemption other evidence of book-entry or expiration of the Rights), new other uncertificated ownership) representing Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Record Date and such separate Right Certificates alone will evidence evidencing the Rights. The Rights are not exercisable until shall be deemed to incorporate by reference the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise terms of the Rights are subject Agreement. A Person shall not be deemed to adjustment from be an Acquiring Person if such Person, together with all Affiliates and Associates of such Person, at the time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) first public announcement of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier is a Beneficial Owner of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 5010% or more of its consolidated assets or earning power are soldthe Common Shares then outstanding (a “Grandfathered Stockholder”); provided, proper provision will be made so that each holder At any time after any Person if a Grandfathered Stockholder becomes an Acquiring Person and prior (other than pursuant to the acquisition by vesting or exercise of any person or group equity awards issued to a member of a majority of the outstanding Common Stock, the Board of Directors or pursuant to additional grants of any such equity awards to a member of the Company may exchange Board of Directors), after the date of the Rights Agreement, the Beneficial Owner of any additional Common Shares (other than Rights owned regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding Beneficially Owned by such person Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of 10% or group more of the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered Stockholder’s Beneficial Ownership below 10%, such Grandfathered Stockholder shall no longer be deemed to be a Grandfathered Stockholder. For the avoidance of doubt, in the event that after the time of the first public announcement of the Rights Agreement, any agreement, arrangement or understanding pursuant to which have become void)any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, at an exchange ratio terminates or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement, extension or substitution of one share such agreement, arrangement or understanding with respect to the same or different Common Shares that confers Beneficial Ownership of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in Shares shall be considered the Purchase Price will be required until cumulative adjustments require an adjustment acquisition of at least 1% in Beneficial Ownership of additional Common Shares by the Grandfathered Stockholder and render such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes Grandfathered Stockholder an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption Person for purposes of the Rights may be made effective at Agreement unless, upon such timeacquisition of Beneficial Ownership of additional Common Shares, on such basis and with such conditions as Person is not the Board Beneficial Owner of Directors in its sole discretion may establish. Immediately upon any redemption 10% or more of the RightsCommon Shares then outstanding. No Person which, together with all Affiliates and Associates of such Person, is the right to exercise the Rights will terminate and the only right Beneficial Owner of Common Shares representing less than 20% of the holders Common Shares then outstanding, and which is entitled to file, and files, a statement on Schedule 13G (“Schedule 13G”) pursuant to Rule 13d-1(b) or Rule 13d-1(c) of Rights will be to receive the Redemption Price. The terms General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect at the time of the public announcement of the declaration of the Rights may with respect to the Common Shares Beneficially Owned by such Person (a “13G Investor”), shall be amended by the Board of Directors deemed to be an “Acquiring Person”; provided, that a Person who was a 13G Investor shall no longer be a 13G Investor if it either (i) files a statement on Schedule 13D (“Schedule 13D”) pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of the Company without General Rules and Regulations under the consent Exchange Act or (ii) becomes no longer entitled to file a statement on Schedule 13G (the earlier to occur of (i) and (ii), the “13D Event”), and such Person shall be an Acquiring Person if it is the Beneficial Owner (together with all Affiliates and Associates) of 10% or more of the holders of the Rights, except that Common Shares then outstanding at any point from and after the time of the 13D Event; provided, however, such Person shall not be an Acquiring Person if (i) on the first Business Day after the 13D Event such Person notifies the Company of its intent to reduce its Beneficial Ownership to below 10% as promptly as practicable and (ii) such Person reduces its Beneficial Ownership (together with all Affiliates and Associates of such Person) to below 10% of the Common Shares as promptly as practicable (but in any event not later than 10 days from such time); provided, further that such Person shall become an “Acquiring Person” if after reducing its Beneficial Ownership to below 10%, it subsequently becomes the Beneficial Owner of 10% or more of the Common Shares or if, prior to reducing its Beneficial Ownership to below 10%, it increases (or makes any offer or takes any other action that would increase) its Beneficial Ownership of the then-outstanding Common Shares above the lowest Beneficial Ownership of such Person at any time as anyduring such 10-day period.

Appears in 2 contracts

Samples: Rights Agreement (Six Flags Entertainment Corp), Rights Agreement (Six Flags Entertainment Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. B-6 Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 1223, 20001997, the Board of Directors of NETsilicon, Inc. Westvaco Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding out- standing share of common stock, par value $.01 5.00 per share share, of the Company (the "Common StockShares") outstanding ). The dividend is payable on September 23December 8, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, no par value $0.01 per share value, of the Company (the "Preferred Shares"), of the Company, ) at a price of $200.00 175.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Bank of New York, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ben- eficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement announce- ment of an intention to make, a tender offer or exchange offer of- fer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company out- standing Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDis- tribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating incor- porating the Rights Agreement by reference. Until the Distribution Dis- tribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached at- tached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Distribu- tion Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Distri- bution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Distribu- tion Date. The Rights will expire on December 8, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or ex- changed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Pre- ferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Pre- ferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible con- vertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular reg- ular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription sub- scription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise exer- cise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend divi- dend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisionssubdi- visions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation pay- ment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation con- solidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividenddiv- idend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will there- after be void), will thereafter have the right to C-2 receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Pur- chase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the CompanyCom- pany, be evidenced by depository depositary receipts) and in lieu thereofthere- of, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial own- ership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions condi- tions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Redemp- tion Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders hold- ers of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the out- standing Common Shares then known to the Company to be ben- eficially owned by any person or group of affiliated or asso- ciated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated per- sons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to re- ceive dividends.

Appears in 2 contracts

Samples: Rights Agreement (Westvaco Corp), Rights Agreement (Westvaco Corp)

Signature. NOTICE The signature NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Name (Print in Block Letters) Address Form to be used to assign Purchase Option: ASSIGNMENT (To be executed by the foregoing Forms of Assignment and Election must conform registered Holder to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner effect a transfer of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in within Purchase Option): FOR VALUE RECEIVED,__________________________________ does hereby sell, assign and transfer unto _______________________ the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 _______________________ shares of Common Stock outstanding as of Huiheng Medical, Inc. (“Company”) evidenced by the Record Date, even without within Purchase Option and does hereby authorize the Company to transfer such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business right 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election books of the Company. Dated: _________________________ , be evidenced by depository receipts) and in lieu thereof20__ Signature Signature Guaranteed NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring PersonAND MUST BE GUARANTEED BY A BANK, the Board of Directors of the Company may redeem the Rights in wholeOTHER THAN A SAVINGS BANK, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyOR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.

Appears in 1 contract

Samples: Huiheng Medical, Inc.

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C GEHL COMPANY SUMMARY OF RIGHTS TO PURCHASE PURCXXXX PREFERRED SHARES On September 12May 28, 20001997, the Board of Directors of NETsilicon, Inc. Gehl Company (the "Company") declared a dividend of one preferred preferxxx share purchase right (a "Right") for each outstanding share of common stock, $.10 par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23June 16, 2000 1997 to the shareholders of record on that date (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share .10 (the "Preferred Shares"), of the Company, Company at a price of $200.00 55 per one one-thousandth hundredth of a Preferred Share Share, subject to adjustment (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Firstar Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of Common Shares (the Company "Shares Acquisition Date") or (ii) 10 business days (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy Share certificate. Notwithstanding the foregoing, any person or group of this Summary affiliates or associated persons who, at the close of Rights attached theretobusiness on May 28, 1997, was the beneficial owner of at least 929,055 Common Shares (which number of shares constituted 15% of the number of Common Shares outstanding on such date) will not be deemed an "Acquiring Person" unless such person or group of affiliated or associated persons acquires beneficial ownership of additional Common Shares at any time that such person or group of affiliated or associated persons is or thereby becomes the beneficial owner of 15% or more of the Common Shares then outstanding. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretonotation, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 28, 2007 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company, or the Rights Agreement is amended, in each case as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon the exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1.00 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, voting and liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share Common Share. In the event that any person becomes an Acquiring Person (a "Flip-In Event"), each holder of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this a Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (except as such term is defined otherwise provided in the Rights Agreement) acquired will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances cash, property or other securities of the Company or a reduction in the Purchase Price) having a market value of two times the then current Purchase Price. Notwithstanding any of the foregoing, following the occurrence of a Flip-In Event all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, or subsequently become beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person, such Rights shall become related persons and transferees will be null and void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Personfollowing the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of its consolidated assets or earning power are soldsold (the events described in clauses (i) and (ii) are herein referred to as "Flip-Over Events"), proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority Right (except as otherwise provided in the Rights Agreement) will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, that number of shares of common stock of the outstanding Common Stock, acquiring company which at the Board time of Directors such transaction will have a market value of two times the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)then current Purchase Price. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in ). In lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. The Purchase Price is payable by certified check, cashier's check, bank draft or money order or, if so provided by the Company, the Purchase Price following the occurrence of a Flip-In Event and until the first occurrence of a Flip-Over Event may be paid in Common Shares having an equivalent value. At any time after a person becomes an Acquiring Person and prior to the acquisition by such Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by any Acquiring Person which have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges) per Right (subject to adjustment). At any time prior to the tenth day following the time any Person becomes a person becoming an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Other than provisions relating to principal economic terms of the Rights, the terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower the threshold for exercisability of the Rights from 15% to not less than 10%, with appropriate exceptions for any person then beneficially owning a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold, except that from and after the Distribution Date no such time amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as anysuch, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.

Appears in 1 contract

Samples: Rights Agreement (Gehl Co)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT B --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED COMMON SHARES On September 12, 2000, ------------- Our Board of Directors believes that it is in Tri-Valley's best interests to adopt a Share Purchase Rights Plan (the "Rights Plan") which would make it more difficult for another person or entity to engage in a hostile or unwanted takeover of Tri-Valley and would provide an incentive to such a person or entity to negotiate directly with the Board of Directors instead of NETsiliconattempting a hostile takeover. The following description of the Rights Plan is intended as a summary only and is subject to the terms and conditions contained in the Rights Agreement (as defined below). Pursuant to the Rights Plan, Inc. declared a dividend of we will issue one preferred common stock share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles will entitle the registered holder to purchase from the Company Tri-Valley one one-thousandth of a additional share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, our common stock at a price of $200.00 0.01 per one one-thousandth of a Preferred Share share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") ), between the Tri-Valley and Registrar and Transfer Company and Rights Agents (the "as Rights Agent"). Until The Rights Agreement is on file with Tri-Valley, was attached as an exhibit to the earlier to occur of (i) 1999 Proxy Statement for Tri-Valley, and has been filed with the tenth calendar day after SEC. We will not issue separate certificates representing the Rights until a public announcement that a person third party acquires or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, makes a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of to acquire 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities our common stock. Until one of the Company (the earlier of such dates being called the "Distribution Date")those events occurs, the Rights will be evidencedevidenced by the certificates already representing our common stock. Until such an acquisition, with respect to any of the Common Stock certificates outstanding as of the Record Datetender offer or exchange offer occurs, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, (or until the Distribution DateRights expire), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights)our common stock, new Common Stock and our stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain carry a notation incorporating the Rights Agreement by reference. Until the Distribution Date Ten business days after a third party or group makes a public announcement that they have acquired beneficial ownership of 15% or more of our outstanding common stock, or ten days after a third party or group commences an exchange offer or tender offer that could result in their owning 15% or more of our outstanding common stock (or earlier redemption such later date as determined by our Board prior to when any person acquires 15% or expiration more of the Rightsour outstanding common stock), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificatebecome exercisable. As soon as practicable following the Distribution Date, We will then mail separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders our common stockholders of record of the Common Stock as of the Close close of Business 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of date when the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above)became exercisable. The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of When the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time exercisable B after a Person becomes an Acquiring Person, the Company is acquired in a merger person or other business combination transaction or 50group acquires 15% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise our stock B the Rights will terminate and have the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyfollowing characteristics:

Appears in 1 contract

Samples: Rights Agreement (Tri Valley Corp)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event that the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate such assignment or election to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase purchase will not be honored. NETSILICONEXHIBIT C UNDER CERTAIN CIRCUMSTANCES, INC. RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12August 8, 20002023, the Board of Directors of NETsiliconEL POLLO LOCO HOLDINGS, Inc. INC. (the “Company”) declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share share, of the Company (the "Common Stock") Shares”), outstanding on September 23August 18, 2000 2023 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares")share, of the CompanyCompany (the “Preferred Shares”), at a price of $200.00 53.75 per one one-thousandth of a Preferred Share represented by a Right (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") ”), dated as of August 8, 2023, between the Company and Equiniti Trust Company, LLC, a limited trust company organized under the laws of the State of New York, as rights agent (or any successor rights agent), as it may from time to time be amended or supplemented pursuant to its terms. Capitalized terms used but not defined in this summary have the meanings ascribed to such terms in the Rights Agents (the "Rights Agent")Agreement. Until the earlier to occur of (i) the tenth calendar Close of Business on the 10th day after following the acquisition of Beneficial Ownership of 12.5% by a public announcement that a person Person or group of affiliated or associated persons Persons (an "Acquiring Person") has acquired beneficial ownership of 15% (or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), event that an additional 1%, or more exchange is effected in accordance with Section 24 of the outstanding voting securities Rights Agreement and the Board of the Company or Directors determines that a later date is advisable, then such later date) and (ii) 10 business days Business Days (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) 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 Beneficial Ownership by a person Person or group of 1512.5% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called dates, the "Distribution Date"), the Rights will be evidenced, with respect to any of the evidenced by Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The thereto (unless such Rights Agreement provides thatare recorded in book-entry); provided, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date that each certificate (or earlier redemption other evidence of book-entry or expiration of the Rights), new other uncertificated ownership) representing Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Record Date and such separate Right Certificates alone will evidence evidencing the Rights. The Rights are not exercisable until shall be deemed to incorporate by reference the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise terms of the Rights are subject Agreement. A Person shall not be deemed to adjustment from be an Acquiring Person if such Person, together with all Affiliates and Associates of such Person, at the time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) first public announcement of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier is a Beneficial Owner of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 5012.5% or more of its consolidated assets or earning power are soldthe Common Shares then outstanding (a “Grandfathered Stockholder”); provided, proper provision will be made so that each holder At any time after any Person if a Grandfathered Stockholder becomes an Acquiring Person and prior (other than pursuant to the acquisition by vesting or exercise of any person or group equity awards issued to a member of a majority of the outstanding Common Stock, the Board of Directors or pursuant to additional grants of any such equity awards to a member of the Company may exchange Board of Directors), after the date of the Rights Agreement, the Beneficial Owner of any additional Common Shares (other than Rights owned regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding Beneficially Owned by such person Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of 12.5% or group more of the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered Stockholder’s Beneficial Ownership below 12.5%, such Grandfathered Stockholder shall no longer be deemed to be a Grandfathered Stockholder. For the avoidance of doubt, in the event that after the time of the first public announcement of the Rights Agreement, any agreement, arrangement or understanding pursuant to which have become void)any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, at an exchange ratio terminates or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement, extension or substitution of one share such agreement, arrangement or understanding with respect to the same or different Common Shares that confers Beneficial Ownership of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in Shares shall be considered the Purchase Price will be required until cumulative adjustments require an adjustment acquisition of at least 1% in Beneficial Ownership of additional Common Shares by the Grandfathered Stockholder and render such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes Grandfathered Stockholder an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption Person for purposes of the Rights may be made effective at Agreement unless, upon such timeacquisition of Beneficial Ownership of additional Common Shares, on such basis and with such conditions as Person is not the Board Beneficial Owner of Directors in its sole discretion may establish. Immediately upon any redemption 12.5% or more of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyCommon Shares then outstanding.

Appears in 1 contract

Samples: Rights Agreement (El Pollo Loco Holdings, Inc.)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election 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 completedproperly completed and duly executed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12May 5, 20002020, the Board of Directors of NETsilicon, Inc. declared a dividend of Nxxxxx Industries Ltd. (the “Company”) issued one preferred share purchase right (a "Right") for each issued and outstanding share of common stockCommon Share, par value $.01 US$0.05 per share (the "Common Stock") Shares”), issued and outstanding on September 23May 5, 2000 2020 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A B Junior Participating Preferred StockShare, par value $0.01 US$0.001 per share (the "Preferred Shares"), of the Company, at a price of $200.00 58.08 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Computershare Trust Company, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 154.9% or more of the issued and outstanding Common Shares (or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), event an additional 1%, or more exchange is effected in accordance with Section 24 of the outstanding voting securities of Rights Agreement and the Company Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement) 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 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 154.9% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the issued and outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates issued and outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. If a shareholder’s beneficial ownership of our Common Shares as of the time of the public announcement of the rights plan and associated dividend declaration is at or above the 4.9% threshold, that shareholder’s then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the shareholder increases its ownership percentage by 0.5% or more. The Rights Agreement provides that, until the Distribution DateDate (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares issued and outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 April 30, 2021 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock share dividend or bonus issue on, or a subdivision, combination consolidation or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends or bonus issues payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split share dividend or bonus issue on the Common Shares payable in Common Shares or in the event of a consolidation or subdivision of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 1000 votes, voting together with the Common StockShares. In the event of any merger, amalgamation, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of time any Person becomes an event described in Section 11(a)(ii) of the Rights AgreementAcquiring Person, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become null and void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger merger, amalgamation or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be null and void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided, that, if the Company fails to meet such obligation within 30 days following the date a Person becomes an Acquiring Person, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the issued and outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised or exchanged, 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 dated May 5, 2020. A copy of this 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.

Appears in 1 contract

Samples: Rights Agreement (Nabors Industries LTD)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12Effective January 9, 20002001, the Board of Directors of NETsilicon, Inc. AirNet Communications Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.001 per share (the "Common StockShares") outstanding on September 23January 9, 2000 2001 (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 80.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are will be set forth in a Rights Agreement (the "Rights Agreement") between the Company and Continental Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record DateShares, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 January 9, 2011 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 1000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates).

Appears in 1 contract

Samples: Rights Agreement (Airnet Communications Corp)

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 6, 20001989, the Board of Directors of NETsilicon, Inc. Gleason Corporation (the "XXXXXXY") declared a dividend distribution of one preferred share purchase right (a "RightRIGHT") for each outstanding share of common stock, par value $.01 1 per share (the "Common StockCOMMON SHARES") outstanding on September 23), 2000 (of the "Record Date") Company. The dividend is payable to the stockholders of record on that dateJune 16, 1989 (the "RECORD DATE"). Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 1 per share (the "Preferred SharesPREFERRED SHARES"), of the Company, Company at a price of $200.00 45 per one one-thousandth hundredth of a Preferred Share (the "Purchase PricePURCHASE PRICE"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights AgreementRIGHTS AGREEMENT") between the Company and Chase Lincoln First Bank, N.A., as Rights Agents Agent (the "Rights AgentRIGHTS AGENT"), dated as of June 8, 1989. Until Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring PersonACQUIRING PERSON") has having acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (the "SHARES ACQUISITION DATE") (except pursuant to an offer which is not made by an Interested Person (as hereinafter defined) and which is for all the outstanding Common Shares at a price and on terms which a majority of certain members of the Company Board of Directors determines to be fair and in the best interests of its stockholders other than such person, its affiliates and associates) 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 becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution DateDISTRIBUTION DATE"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right CertificatesRIGHT CERTIFICATES") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution DateDate and will expire at the close of business on June 15, 1999 unless earlier redeemed by the Company as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is not made by an Interested Person (as hereinafter defined) and which is for all outstanding Common Shares at a price and on terms which a majority of certain members of the Board of Directors determines to be fair and in the best interests of the Company and its stockholders, other than such Acquiring Person, its affiliates and associates (a "PERMITTED OFFER")), each holder of a Right will thereafter have the right (the "SUBSCRIPTION RIGHT") to receive upon exercise the number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company or a reduction in the purchase price) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. The Board of Directors of the Company, however, may determine to issue, without payment of the Purchase Price and upon surrender of the Subscription Right, Common Shares and/or securities having an economic value equivalent to the Common Shares, which have an aggregate value equal to the market value of the Common Shares issuable upon the exercise of the Subscription Right less the Purchase Price. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will expire on be null and void. In the event that, at any time following the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the holders of all the Company's voting power immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common shares of the acquiring company having a value equal to two times the exercise price of the Right. The holder of a right will continue to have the right described in this paragraph whether or not such holder exercises or surrenders the Subscription Right. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 times $1 per share; thereafter, and after the dividend declared holders of the Common Shares receive a liquidation payment of $1 per share, the holders of the Preferred Shares and the holders of the Common Shares will share the remaining assets in the ratio of 100 to 1 (as adjusted) for each Preferred Share and Common StockShare so held, respectively. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share, but, if greater, will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In the event that the amount of accrued and unpaid dividends on the Preferred Shares is equivalent to six full quarterly dividends or more, the holders of the Preferred Shares shall have the right, voting as a class, to elect two directors in addition to the directors elected by the holders of the Common Shares and the Preferred Shares as above described until all accrued dividends on the Preferred Shares have been paid through the last quarterly dividend payment date. Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at At any time on or after the earlier of (x) prior to the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of a person becomes an Acquiring Person (or such later date as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder Board of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, Directors of the Company may determine provided that such determination is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares Acquisition Date), the Board of Directors of the Company may exchange may, at its option, determine that following a Shares Acquisition Date the Rights (other than Rights owned those held by such person or group which have become void)an Acquiring Person) will be exchanged, in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment), such exchange to be in lieu of the Subscription Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are one one-hundredth or integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes earlier to occur of (i) a person becoming an Acquiring PersonPerson or (ii) the expiration of the Rights, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price")) or, at the Company's option, for Common Shares, which redemption shall be effective upon the action of the Board of Directors. The Additionally, the Company may following the Shares Acquisition Date redeem the then outstanding Rights in whole, but not in part, at the Redemption Price provided that such redemption is (i) in connection with a merger or other business combination transaction or series of transactions involving the Company in which all holders of Common Shares are treated alike but not involving an Acquiring Person or any person who was an Acquiring Person or (ii) following an event giving rise to, and the expiration of the exercise period for, the Subscription Right if and for as long as no person beneficially owns securities representing 10% or more of the voting power of the Company's voting securities. However, in the event that a majority of the board is comprised of persons elected at a meeting who were not nominated by the directors in office immediately prior to such meeting, then (x) the Rights may not be made redeemed for 180 days after such election if such redemption is reasonably likely to have the purpose of facilitating certain business combination transactions with the person nominating such newly elected directors (an "INTERESTED PERSON") and (y) the Rights may not be redeemed if during the 180 day period the Company enters into any agreement reasonably likely to facilitate a transaction with an Interested Person and the redemption is reasonably likely to facilitate such a transaction. Upon the effective at such time, on such basis and with such conditions as date of the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company without prior to the consent Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement; however, in the event that a majority of the Board of Directors of the Company is comprised of persons elected at a meeting of stockholders who were not nominated by the Board of Directors in office immediately prior to such meeting, then for a period of 180 days following the effectiveness of such action the Rights Agreement may not be amended or supplemented in any manner reasonably likely to have the purpose or effect of facilitating certain business combination transactions with an Interested Person. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders of the Company, stockholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form B-A dated 1989. 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 after such time as anyis qualified in its entirety to reference to the Rights Agreement, which is hereby incorporated herein by reference. AMENDMENT NQ. 1 TO RIGHTS AGREEMENT

Appears in 1 contract

Samples: Rights Agreement (Gleason Corp /De/)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 27, 20001998, the Board of Directors of NETsilicon, Inc. USG Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.10 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23April 15, 2000 1998 (the "Record Date") ), to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A D Junior Participating Preferred Stock, Series D, par value $0.01 1 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 200 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Xxxxxx Trust and Savings Bank, an Illinois banking corporation, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoShare certificate. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 March 27, 2008 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $25 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement will be filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement. 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Usg Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12___________, 20001997, the Board of Directors of NETsiliconCriticare Systems, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .04 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23________, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating one Preferred Stock, par value $0.01 per share (the "Preferred Shares"), Share of the Company, Company at a price of $200.00 ____ per one one-thousandth of a Preferred Share hundredth share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Firstar Trust Company, as Rights Agents Agent (the "Rights Agent"). Until Initially, the Rights are attached to all certificates representing Common Shares then outstanding and no separate certificates representing the Rights will be distributed. The Rights will separate from the Common Shares upon the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 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 1530% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares; (ii) new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date ; and (or earlier redemption or expiration of the Rights), iii) the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretonotation, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 at the close of business on April 1, 2007 (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 one one-hundredths Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will would be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No The Company is not required to issue any fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will may be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. If, without the prior approval of a majority of the Disinterested Directors, (i) the Company is the surviving corporation in a merger with an Acquiring Person and the Common Shares are not changed or exchanged (a "Surviving Merger"), (ii) a Person becomes the beneficial owner of more than 30% of the then outstanding Common Shares, (iii) an Acquiring Person engages in one or more "self-dealing" transactions as set forth in the Rights Agreement, or (iv) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (e.g., a reverse stock split), at any time following the Distribution Date (but no earlier than the expiration of the redemption period of the Rights), each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are or (under certain circumstances specified in the Rights Agreement) were beneficially owned by any Acquiring Person would be null and void. For example, at an exercise price of $20 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $40 worth of Common Shares (or other consideration, as noted above) for $20. Assuming that the Common Shares had a per share value of $10 at such time, the holder of each valid Right would be entitled to purchase four Common Shares for $20. If, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction (other than a Surviving Merger) or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. At any time prior to the tenth twentieth day following after the time any Person becomes an Acquiring Personacquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Other than those provisions relating to the principal economic terms of the Rights and an amendment lengthening the redemption period of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company without prior to the consent Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except or to shorten or lengthen any time period under the Rights Agreement; provided, however, that from and after such no amendment to lengthen the time as anyperiod governing redemption shall be made.

Appears in 1 contract

Samples: Rights Agreement (Criticare Systems Inc /De/)

Signature. NOTICE ------ The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12___________, 20001997, the Board of Directors of NETsiliconCriticare Systems, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .04 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23________, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating one Preferred Stock, par value $0.01 per share (the "Preferred Shares"), Share of the Company, Company at a price of $200.00 ____ per one one-thousandth of a Preferred Share hundredth share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Firstar Trust Company, as Rights Agents Agent (the "Rights Agent"). Until Initially, the Rights are attached to all certificates representing Common Shares then outstanding and no separate certificates representing the Rights will be distributed. The Rights will separate from the Common Shares upon the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 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 1530% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares; (ii) new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date ; and (or earlier redemption or expiration of the Rights), iii) the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretonotation, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 at the close of business on April 1, 2007 (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 one one-hundredths Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will would be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No The Company is not required to issue any fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will may be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. If, without the prior approval of a majority of the Disinterested Directors, (i) the Company is the surviving corporation in a merger with an Acquiring Person and the Common Shares are not changed or exchanged (a "Surviving Merger"), (ii) a Person becomes the beneficial owner of more than 30% of the then outstanding Common Shares, (iii) an Acquiring Person engages in one or more "self-dealing" transactions as set forth in the Rights Agreement, or (iv) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (e.g., a reverse stock split), at any time following the Distribution Date (but no earlier than the expiration of the redemption period of the Rights), each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are or (under certain circumstances specified in the Rights Agreement) were beneficially owned by any Acquiring Person would be null and void. For example, at an exercise price of $20 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $40 worth of Common Shares (or other consideration, as noted above) for $20. Assuming that the Common Shares had a per share value of $10 at such time, the holder of each valid Right would be entitled to purchase four Common Shares for $20. If, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction (other than a Surviving Merger) or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. At any time prior to the tenth twentieth day following after the time any Person becomes an Acquiring Personacquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Other than those provisions relating to the principal economic terms of the Rights and an amendment lengthening the redemption period of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company without prior to the consent Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except or to shorten or lengthen any time period under the Rights Agreement; provided, however, that from and after such no amendment to lengthen the time as anyperiod governing redemption shall be made.

Appears in 1 contract

Samples: Rights Agreement (Criticare Systems Inc /De/)

Signature. NOTICE The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security or other identifying number:_____________________________ _____________________ (Please print name and address) ______________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_____________________________ ______________________ (Please print name and address) ______________________ Dated: Signature: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect as of the date hereof. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Dated: Signature: The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED COMMON SHARES On September 12August 1, 20002011, the Board of Directors (the “Board”) of NETsiliconThe Talbots, Inc. (the “Company”) authorized and directed the issuance, and declared a dividend of one preferred common share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred “Common Shares"), of the CompanyCompany outstanding as of the close of business on August 12, at a price of $200.00 per one one-thousandth of a Preferred Share 2011 (the "Purchase Price"“Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in a the Rights Agreement Agreement, dated August 1, 2011 (the "Rights Agreement") ”), between the Company and Computershare Trust Company, N.A. as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Rights Agreement (Talbots Inc)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12January 23, 20001998, the Board of Directors of NETsiliconImmunomedics, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23February 2, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A E Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 37 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer and Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 January 23, 2008 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder 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 dated January 27, 1998. 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Immunomedics Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12October 13, 20001998, the Board of Directors of NETsiliconVivid Technologies, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common StockShares") outstanding on September 23October 27, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 60.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until Subject to certain limited exceptions, until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares, 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 October 13, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-one- thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 1000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-one- thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share Common Share. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the a Right, other than Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an the Acquiring Person or an Associate or Affiliate of an Acquiring Person and its Affiliates and Associates (as such terms are defined in the Rights Agreementwhich will thereafter be void), such Rights shall become void, and any holder of such Rights shall will thereafter have no the right to receive upon exercise such Rightsthat number of Common Shares having a market value of two times the exercise price of the Right. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30- day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 0.001 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates).

Appears in 1 contract

Samples: Rights Agreement Agreement (Vivid Technologies Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12October 25, 20002004, the Board of Directors (the "Board of NETsilicon, Inc. Directors") of GameStop Corp. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockClass A Common Stock, par value $.01 .001 per share, of the Company ("Class A Shares"), and each outstanding share of Class B Common Stock, par value $.001 per share, of the Company ("Class B Shares", and together with the Class A Shares, the "Common StockShares") outstanding ). The dividend is payable on September 23October 28, 2000 2004 (the "Record Date") to the stockholders of record at the close of business on that date. The Board of Directors has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date (as defined below), the Final Expiration Date (as defined below) and the date the Rights are redeemed. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of a series of preferred stock, designated as Series A Junior Participating Preferred Stock, par value $0.01 .001 per share (the "Preferred SharesStock"), of the Company, ) at a price of $200.00 100.00 per one one-thousandth of a Preferred Share share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Bank of New York, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that that, without the prior consent of the Board of Directors, a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, or more of the Voting Power of the outstanding Common Shares (or an additional 5% or more of the Voting Power of the outstanding Common Shares in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, any Acquiring Person who beneficially owns 15% or more of the outstanding voting securities Voting Power of the Company outstanding Common Shares as of October 28, 2004) 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 person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities the Voting Power of the Company outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoShare certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 October 28, 2014 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of one one-thousandth shares of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights associated with each Common Share and the number voting and economic rights of each one one-thousandths thousandth of a share of Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable In the event that any person becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be null and void), will thereafter have the right to receive upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend Right and payment of 1,000 times the dividend declared per share then current Purchase Price that number of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in thousandths of a share of Preferred Share purchasable upon exercise of each Right should approximate the Stock having a market value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rightstwo times that Purchase Price. In the event that, at any time after a Person becomes an Acquiring Personthe Distribution Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times that Purchase Price. If the Company does not have sufficient shares of Preferred Stock to satisfy such obligation to issue Preferred Stock, or if the Board of Directors so elects, the Company shall deliver upon payment of the Purchase Price of a Right an amount of cash, Common Shares or other securities equivalent in value to the shares of Preferred Stock issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the Purchase Price then in effect, shares of Preferred Stock (to the extent available) and cash equal in value to the difference between the value of the shares of Preferred Stock otherwise issuable upon the exercise of a Right and the Purchase Price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional shares of Preferred Stock to permit the issuance of Preferred Stock upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the Voting Power of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the Voting Power of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one one-thousandth of a share of Preferred Stock or one Common Stock Share 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 shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Share, which may, at the election of the Company, be evidenced by depository receiptsStock) and in lieu thereof, an adjustment in cash will be made made, based on the market price of the Preferred Shares Stock on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring PersonVoting Power of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Preferred Stock purchasable upon the exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such stock). Each share of Preferred Stock will be entitled to a preferred dividend equal to the greater of (a) $1.00 or (b) 1,000 times any dividend declared on the Common Shares. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to $1,000 per share of Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon. Each share of Preferred Stock will have 10,000 votes, voting together with the Common Shares. Notwithstanding the immediately preceding sentence, in the event that dividends on the Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, holders of the Preferred Stock shall have the right, voting as a class, to elect two of the Company's Directors. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per Common Share. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock will be issuable. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates).

Appears in 1 contract

Samples: Rights Agreement (Gamestop Corp)

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election and certificates 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 election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September December 12, 20001996, the Board of Directors of NETsilicon, National Wireless Holdings Inc. (the "Corporation") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Common Shares"), of the Corporation. The dividend is payable to the stockholders of record on December 24, 1996 (the "Record Date"), and with respect to Common Shares issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to Common Shares issued after the Distribution Date. Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Corporation one one-thousandths of a share of Series A Preferred Stock, without par value (the "Preferred Shares"), of the Company, Corporation at a price of $200.00 75 per one one-thousandth thousandths of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and Continental Stock Transfer and Trust Company, as Rights Agents Agent (the "Rights Agent"), dated as of December 12, 1996. Until Initially, the earlier Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has having acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 120%, or more of the outstanding voting securities of the Company Common Shares (except pursuant to a Permitted Offer, as hereinafter defined): or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (as hereinafter defined) (the earlier earliest of such dates being called the "Distribution Date"), . A person or group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a person or group becomes an Acquiring Person is the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record "Shares Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. ." The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), ) new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain Common Shares issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and will expire at the close of business on December 12, 2006, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding Common Shares at a price and on terms which a majority of certain members of the Board of Directors determines to be adequate and in the best interests of the Corporation, its stockholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive upon exercise the number of Common Shares or of one one-thousandths of a share of Preferred Shares (or, in certain circumstances, other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding Common Shares immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to an Acquiring Person or any affiliate or associate or any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or, if in such transaction all holders of Common Shares are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company having a value equal to two times the exercise price of the Right. The Rights holder of a Right will expire on continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of Preferred Shares, Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $10.00 per share but, if greater, will be entitled to an aggregate dividend per share of one 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate a minimum preferential liquidation payment of $1,000.00 per share; thereafter, and after the holders of the Common Shares receive a liquidation payment of $0.01 per share, the holders of the Preferred Shares and the holders of the Common Shares will share the remaining assets in the ratio of 1,000 times the aggregate payment made per share of Common Stock. Each to 1 (as adjusted) for each Preferred Share will have 1,000 votesand Common Share so held, voting together with the Common Stockrespectively. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because In the event that the amount of accrued and unpaid dividends on the nature Preferred Shares is equivalent to six full quarterly dividends or more, the holders of the Preferred Shares' dividendShares shall have the right, liquidation and voting rightsas a class, to elect two directors in addition to the value directors elected by the holders of the Common Shares until all cumulative dividends on the Preferred Shares have been paid through the last quarterly dividend payment date or until non-cumulative dividends have been paid regularly for at least one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)year. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are one one-thousandth or integral multiples of one one-thousandth thousandths of a Preferred Share, which may, at the election of the CompanyCorporation, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes earlier to occur of (i) a person becoming an Acquiring PersonPerson or (ii) the expiration of the Rights, and under certain other circumstances, the Board of Directors of the Company Corporation may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price")) which redemption shall be effective upon the action of the Board of Directors. The Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of Common Shares are treated alike but not involving an Acquiring Person or its affiliates or associates. All of the provisions 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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights Agreement may be amended by the Board of Directors of the Company without Corporation prior to the consent Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except that or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders of the Corporation, stockholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K dated December 20, 1996. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and after such time as anyis qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. --------------------

Appears in 1 contract

Samples: Rights Agreement (National Wireless Holdings Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12August 13, 20001997, the Board of Directors of NETsiliconABIOMED, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common StockShares") outstanding on September 23August 28, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 90.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares, 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock will Shares wil 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 shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 August 13, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-one thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 1000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share Common Share. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the a Right, other than Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an the Acquiring Person or an Associate or Affiliate of an Acquiring Person and its Affiliates and Associates (as such terms are defined in the Rights Agreementwhich will thereafter be void), such Rights shall become void, and any holder of such Rights shall will thereafter have no the right to receive upon exercise such Rightsthat number of Common Shares having a market value of two times the exercise price of the Right. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 0.001 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the th Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the 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 Agreement, which is hereby incorporated herein by reference. #50087431 v3 - DONEGAJM - tjpj03!.DOC - 8209/1 -ii-

Appears in 1 contract

Samples: Rights Agreement Agreement (Abiomed Inc)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED PREFERENCE SHARES On September 12December 1, 20001995, the Board of Directors of NETsilicon, Sonat Inc. (the "Company") declared a dividend distribution of one preferred preference share purchase right (a "Right") for each outstanding share of common stock, par value $.01 1.00 per share (the "Common StockShares") outstanding ), of the Company. The dividend distri- bution is payable on September 23February 3, 2000 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth one- hundredth of a share of Series A Junior Participating Preferred Preference Stock, par value $0.01 per 1.00 share (the "Preferred Preference Shares"), of the Company, Company at a price of $200.00 120 per one one-thousandth hundredth of a Preferred Preference Share (the "Purchase Price"), subject to adjustmentadjust- ment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Chemical Mellon Shareholder Services, L.L.C., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ben- eficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement announce- ment of an intention to make, a tender offer or exchange offer of- fer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company out- standing Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedevi- denced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate Share cer- tificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDis- tribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating incor- porating the Rights Agreement by reference. Until the Distribution Dis- tribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached at- tached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Distribu- tion Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Distri- bution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Distribu- tion Date. The Rights will expire on February 3, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or ex- changed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Pref- erence Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Preference Shares, (ii) upon the grant to holders of the Preferred Preference Shares of certain rights or warrants to subscribe for or purchase Preferred Preference Shares at a price, or securities convertible into Preferred Preference Shares with a conversion price, less than the then then-current market price of the Preferred Preference Shares or (iii) upon the distribution to holders of the Preferred Pref- erence Shares of evidences of indebtedness or assets (excluding exclud- ing regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Preference Shares) or of subscription rights or warrants (other than those referred re- ferred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Preference Share issuable upon exercise exer- cise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend divi- dend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisionssubdi- visions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Preference Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Preference Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Preference Shares will be entitled to a minimum preferential liquidation pay- ment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Preference Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation con- solidation or other transaction in which Common Stock Shares are exchanged, each Preferred Preference Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Preference Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Preference Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will there- after be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preference Share (or of a share of Common Stock a class or series of the Company's preference stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Pur- chase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Preference Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Preference Share, which may, at the election of the CompanyCom- pany, be evidenced by depository depositary receipts) and in lieu thereofthere- of, an adjustment in cash will be made based on the market price of the Preferred Preference Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial own- ership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions condi- tions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Redemp- tion Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders hold- ers of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the out- standing Common Shares then known to the Company to be ben- eficially owned by any person or group of affiliated or asso- ciated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated per- sons becomes an Acquiring Person no such amendment may ad- versely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Sonat Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election 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 completedcompleted in connection with a purported assignment, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board a transferee of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of foregoing and accordingly will deem the Record Date, Rights evidenced by such Common Stock certificate with a copy of this Summary of Rights Certificate to be void and not transferable or exercisable. [To be attached thereto. The to each Rights Agreement provides that, until the Distribution Date, Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights will be transferred with and only with Certificate.) TO: Xxxxxxx International, Inc. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the Common Stock. Until attached Rights Certificate to purchase the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the Record Date, even without name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such notation or a copy of this Summary number of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will shall not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, Signature Guaranteed: _________________________________ Signature (Signature must correspond to name as written upon the face of the attached Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) 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 if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are or were at any time on or after not, and, to the earlier knowledge of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate or Affiliate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Brinker International Inc)

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONEXHIBIT C ______________, INC. 1997 SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, 2000RIGHTS ISSUED TO, the OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. The Board of Directors of NETsiliconCommScope, Inc. Inc., a Delaware corporation (the "Company"), declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable to the stockholders of record as of 5:00 P.M., New York, New York time, on September 23_________, 2000 1997 (the "Record Date"), and with respect to Common Shares issued thereafter until the Distribution Date (as hereinafter defined) and, in certain circumstances, with respect to Common Shares issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 $ .00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, dated as of __________, 1997 (the "Rights Agreement") ), between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Rights Agreement (Commscope Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12Effective October 27, 20001998, the Board of Directors of NETsiliconExigent International, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common StockShares") outstanding on September 23November 17, 2000 1998 (the "Record Date") to and beneficially owned by a United States citizen or, in the stockholders case of record on that datea non-individual shareholder, an entity which is incorporated or otherwise organized in the United States (an "Eligible Shareholder"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A B Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 16.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are will be set forth in a Rights Agreement (the "Rights Agreement") between the Company and Reliance Trust Company as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares Common Shares of Common Stock outstanding as of the Record DateEligible Shareholders, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 October 26, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 1000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement will be 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Exigent International Inc)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12February 19, 20001998, the Board of Directors of NETsiliconPPG Industries, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 1.66-2/3 per share (share, of the "Common Stock") outstanding on September 23, 2000 (the "Record Date") Company. The Rights were issued to the stockholders of record on that dateApril 6, 1998 and will expire in ten years on April 30, 2008. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred StockInitially, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a will not be exercisable, certificates will not be sent to you, and the Rights Agreement (will automatically trade with the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent")common shares. Until the earlier to occur of (i) the tenth calendar day However, ten days after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15acquires 20% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Company's shares, or (ii) 10 ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes Board) after a person or group announces 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 such person or group of 15owning 20% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company shares (the earlier of such dates being called the "Distribution Date"even if no purchases actually occur), the Rights will become exercisable and separate certificates representing the Rights will be evidenceddistributed. We expect that the Rights will begin to trade independently from the Company's shares at that time. Until that time, with respect to any of the Common Stock Rights will be represented by the existing common stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (summary or earlier redemption or expiration of the Rights), by new Common Stock common stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock which will contain a notation incorporating the terms of the Rights Agreement by reference. Until At no time will the Distribution Date (Rights have any voting power. When the Rights first become exercisable, unless a person or earlier redemption group has acquired 20% or expiration more of the Rights)Company's shares, the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") holder will be mailed entitled to holders of record of buy from the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of Company one one-thousandths hundredth of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event share of a new series of junior participating preferred stock split for $320. If any person or group acquires 20% or more of the Common Stock or a stock dividend on Company's outstanding common stock, the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise "flip-in" provision of the Rights will not be redeemabletriggered and each Right will entitle the holder (other than such person or any member of such group) to buy a number of additional shares of common stock of the Company (or one one-hundredth of a share of the new series of junior participating preferred stock described below) having a market value of twice the exercise price of the Right. Each Preferred Share will be entitled Thus, if at the time of the 20% acquisition the Company's stock were to have a quarterly dividend payment of 1,000 times the dividend declared market value per share of Common Stock. In the event of liquidationequal to $80, the holders holder of the Preferred Shares will be entitled to an aggregate payment each Right (other than such person or any member of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will such group) would be entitled to receive 1,000 times the amount received per share eight shares of Common StockPPG common stock for $320. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, If the Company is acquired involved in a merger or other business combination transaction at any time after a person or 50group has acquired 20% or more of its consolidated assets or earning power are soldthe Company's shares, proper provision the Rights will entitle a holder to buy a number of shares of common stock of the acquiring company having a market value of twice the exercise price of each Right. For example, if at the time of the business combination the acquiring company's stock has a per share value of $80, the holder of each Right would be made so that each holder At any time after any Person becomes an Acquiring Person and prior entitled to receive eight shares of the acquiring company's common stock for $320, i.e., at a 50% discount. Following the acquisition by any person or group of a majority 20% or more of the outstanding Common StockCompany's common stock, but only prior to the acquisition by a person or group of a 50% stake, the Board of Directors of will also have the Company may ability to exchange the Rights (other than Rights owned held by such person or group which have become voidgroup), in whole or in part, at an exchange ratio of for one share of Common Stock per Right common stock (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of or one one-thousandth hundredth of a Preferred Share, which may, at the election share of the Company, be evidenced by depository receiptsnew series of junior participating preferred stock described below) and in lieu thereof, per Right. This provision will have an adjustment in cash will be made based economically dilutive effect on the market price of the Preferred Shares on the last trading day prior acquiror, and provide a corresponding benefit to the date remaining rightsholders, that is comparable to the flip-in without requiring rightsholders to go through the process and expense of exerciseexercising their Rights. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms In addition to authorizing the new Rights, your Board designated a series of junior participating preferred stock as the preferred stock which is purchasable upon exercise of the Rights may be amended by the Board of Directors Rights. The shares of the Company without junior participating preferred stock will be nonredeemable. Each preferred share will be entitled to an aggregate dividend equal to the consent greater of $1 per share or 100 times the dividend declared on the common shares. In the event of liquidation, the holders of the preferred shares will be entitled to receive an aggregate liquidation payment equal to the greater of $100 or 100 times the payment made per share of common stock. Each preferred share will have 100 votes, voting together with the common shares. Finally, in the event of any merger, consolidation or other transaction in which common shares are exchanged, each preferred share will be entitled to receive 100 times the amount received per common share. These rights are protected by customary anti-dilution provisions. In the event of issuance of preferred shares upon exercise of the Rights, except in order to facilitate trading a depositary receipt may be issued for each one one-hundredth of a preferred share. The dividend, liquidation and voting rights, and the non-redemption feature, of the preferred shares are designed so that from and after such time as anythe value of the one-hundredth interest in a preferred share purchasable with each Right will approximate the value of one share of common stock.

Appears in 1 contract

Samples: Rights Agreement (PPG Industries Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT 4.1 EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 15, 20001999, the Board of Directors of NETsilicon, Inc. VERITAS Software Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable to stockholders of record on September 23June 25, 2000 1999 (the "Record Date"). In addition, one Right shall be issued with each Common Share that becomes outstanding (i) between the Record Date and the earliest of the Distribution Date (as defined below), the date the Rights are redeemed and the date the Rights expire or (ii) following the Distribution Date and prior to the stockholders date the Rights are redeemed and the date the Rights expire, pursuant to the exercise of record on that datestock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Corporation (including the TeleBackup exchangeable shares), which options or securities were outstanding prior to the Distribution Date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 0.001 per share (the "Preferred Shares"), of the Company, at a price of $200.00 550 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "ChaseMellon Shareholder Services, L.L.C., as Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement or disclosure that a person or group of affiliated or associated persons (an "Acquiring Person") ), has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such the time as any Person a person or group becomes an Acquiring Person) ), following the commencement of, or announcement of an intention to make, make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate Share certificates with a copy of this Summary of Rights attached thereto. Seagate Technology, Inc. and its affiliates will not be an "Acquiring Person" as a result of entering into or acquiring Common Shares under an agreement between the Company and Seagate, unless Seagate becomes the beneficial owner of more than the amount of Common Shares which Seagate acquired under such agreement or, if less, which Seagate subsequently owns. No person or group shall become an Acquiring Person if the Board of Directors of the Company determines in good faith that a person or group who would otherwise be an Acquiring Person has become such inadvertently, and such person or group as promptly as practicable takes such actions as may be necessary so that such person or group would no longer be considered an Acquiring Person. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights 44 associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close of Business on the Distribution Date and such separate Right Certificates certificates alone will evidence the Rights. If Common Shares are issued or sold after the Distribution Date (but prior to the redemption or expiration of the Rights) in connection with the exercise of stock options or upon the exercise, conversion or exchange of other securities of the Company (including the Telebackup exchangeable shares) outstanding prior to the Distribution Date, the Company shall issue the appropriate number of Rights in connection with such issuance or sale. The Rights are not exercisable until the Distribution Date. The Rights will expire on June 16, 2009, unless the 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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 100 times the dividend declared per share of Common StockShare. In the event of liquidation, each Preferred Share will be entitled to a $1.00 preference, and thereafter the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at that any time after a Person person or group becomes an Acquiring Person, unless the Company event causing the person or group to become an Acquiring Person is acquired in a merger merger, acquisition or other business combination transaction or 50% or more of its consolidated assets or earning power are solddescribed in the next paragraph, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockRight, the Board of Directors of the Company may exchange the Rights (other than Rights beneficially owned by such person or group the Acquiring Person (which have become will thereafter be void), in whole or in part, at an exchange ratio of one share will thereafter have the right to receive upon exercise that number of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in Shares having a market value of two times the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market exercise price of the Preferred Shares Right on the last trading day prior terms and conditions set forth in the Rights Agreement. If the Company does not have authorized but unissued Common Shares sufficient to the date of exercise. At any time prior satisfy such obligation to the tenth day following the time any Person becomes an Acquiring Personissue Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyis

Appears in 1 contract

Samples: Rights Agreement (Veritas Software Corp /De/)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12December 13, 20001996, the Board of Directors of NETsilicon, Inc. Xxxx Xxxxx Financial Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23December 31, 2000 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles en- titles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 $ per one one-thousandth one- hundredth of a Preferred Share (the "Purchase Price"), subject sub- ject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ben- eficial ownership of 1510% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement announce- ment of an intention to make, a tender offer or exchange offer of- fer the consummation of which would result in the beneficial ownership by a person or group of 1510% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company out- standing Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedevi- denced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate Share cer- tificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDis- tribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating incor- porating the Rights Agreement by reference. Until the Distribution Dis- tribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached at- tached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Distribu- tion Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Distri- bution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Distribu- tion Date. The Rights will expire on December 31, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or ex- changed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Pre- ferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Pre- ferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible con- vertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular reg- ular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription sub- scription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise exer- cise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend divi- dend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisionssubdi- visions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation pay- ment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation con- solidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividenddiv- idend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will there- after be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Pur- chase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the CompanyCom- pany, be evidenced by depository depositary receipts) and in lieu thereofthere- of, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the such time as any Person becomes person be- comes an Acquiring Person, the Board of Directors of the Company Com- pany may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption re- demption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption re- demption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders hold- ers of the Rights, except that from and after such time as anyany person or group of affiliated or associated persons be- comes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to re- ceive 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 dated December 20, 1996. 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 en- tirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Alden John Financial Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C AMENDED SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12January 20, 20001998, the Board of Directors of NETsiliconAdministaff, Inc. (the "Company") declared a dividend distribution of one preferred share stock purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common Stock") outstanding ), of the Company. The distribution is payable on September 23February 9, 2000 1998 (the "Record Date") to the stockholders of record on that date. In October 2000, the Company effected a 2-for-1 split of the then outstanding Common Stock, effected by means of a stock dividend (the "Stock Split") and, as a result of the Stock Split, the number of Rights associated with each share of Common Stock was adjusted to be one-half of one Right for each share of Common Stock. Each Right entitles the registered holder thereof to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share share, of the Company (the "Preferred SharesStock"), of the Company, ) at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price")125, subject to adjustment. The following is a summary of the Rights; the full description and terms of the Rights are set forth in a an Amended and Restated Rights Agreement (the "Rights Agreement") between the Company and Mellon Investor Services LLC, as Rights Agents Agent (the "Rights Agent"). Until Copies of the Rights Agreement and the Certificate of Designation are available free of charge from the Company. This summary description of the Rights and the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to all the provisions of the Rights Agreement and the Certificate of Designation, including the definitions therein of certain terms, which Rights Agreement and Certificate of Designation are incorporated herein by reference. Initially, the Rights will attach to all certificates representing shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock and the Distribution Date will occur upon the earlier to occur of (i) 10 days following the tenth calendar day after a date of public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (an "Acquiring Person"as hereinafter defined) has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such the time as any Person a person becomes an Acquiring Person) following the commencement of, or the announcement of an intention to make, a tender offer or exchange offer the upon consummation of which would result in the beneficial ownership by a person or group of 15% orofferor would, in the case of the Grandfathered Stockholderif successful, become an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Rights Agreement (Administaff Inc \De\)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced represented by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 17, 2000, 1999 the Board of Directors of NETsiliconXxxxxx-Xxxxx Properties, Inc. declared (the "Company") authorized a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23March 29, 2000 1999 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 36.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Union National Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedrepresented, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. Any person or group owning in excess of 15% of the outstanding Common Shares as of March 29, 1999, shall only trigger the effects referred to above if such person increases its ownership of Common Shares to in excess of the percentage of outstanding Common Shares on such date plus 1%. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of representing Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following follow- ing the Distribution Date, separate certificates evidencing representing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence represent the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 29, 2009 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared authorized per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold84 sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may cause the Company to 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced represented by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may cause the Company to redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons (other than persons owning in excess of 15% of the outstanding Common Shares on March 29, 1999) and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Appears in 1 contract

Samples: Rights Agreement (Boddie Noell Properties Inc)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June ___, 20001999, the Board of Directors of NETsiliconNew World Coffee-Manhattan Bagel, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23to the stockholders of record on _________, 2000 1999 (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 0.001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 10.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (other than (A) the Company, (B) a majority-owned subsidiary of the Company, (C) any employee benefit plan of the Company or any majority-owned subsidiary of the Company, or (D) any entity holding Common Shares for or pursuant to the terms of any such plan) have acquired beneficial ownership of fifteen (15%) percent or more of the outstanding Common Shares (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 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 fifteen (15% or, in the case of the Grandfathered Stockholder, an additional 1%, ) percent or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, that until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 June 30, 2009 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable purchased upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare, or if the Preferred Shares are then convertible, on an "as converted" basis. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1,000 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare, or if the Preferred Shares are then convertible, on an "as converted" basis. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares, or if the Preferred Shares are then convertible, on an "as converted" basis. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare, or if the Preferred Shares are then convertible, on an "as converted" basis. These rights are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) Distribution Date, the liquidation amount of the Rights Agreement, if Preferred Shares ($1,000 per share) is convertible into shares of Common Stock at a rate of 50% of the Rights evidenced by this Right Certificate are or were at any time market value of the Common Stock on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement)Date, such Rights shall become voidsubject to adjustment for stock splits, combinations and distributions, and any holder for mergers and asset acquisitions. Thereafter, voting and dividend rights will be based on the Common Stock equivalent of the Preferred Shares, that is, each Preferred Share, for such Rights purpose, shall thereafter have no right to exercise such Rightsbe treated as if it had been fully converted into shares of Common Stock. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may may, at its option, exchange all or part of the then outstanding and exercisable Rights (other than which shall not include Rights owned by such person or group which that have become void), in whole or in part, at an exchange ratio ) for one-half of one share the number of Common Stock per Right (subject to adjustment)Shares, one-thousandths of Preferred Shares or other securities or property for which the Rights are then exercisable. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the such time as any Person person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 0.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001 % and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons (other than an excepted person) and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (New World Coffee Manhattan Bagel Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. 42 EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12August 7, 20001998, the Board of Directors of NETsilicon, Inc. Edify Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable to stockholders of record on September 23August 14, 2000 1998 (the "Record Date"). In addition, one Right shall be issued with each Common Share that becomes outstanding (i) between the Record Date and the earliest of the Distribution Date (as defined below), the date the Rights are redeemed and the date the Rights expire or (ii) following the Distribution Date and prior to the stockholders date the Rights are redeemed and the date the Rights expire, pursuant to the exercise of record on that datestock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Corporation, which options or securities were outstanding prior to the Distribution Date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 0.001 per share (the "Preferred Shares"), of the Company, at a price of $200.00 70.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement or disclosure that a person or group of affiliated or associated persons (an "Acquiring Person") ), has acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such the time as any Person a person or group becomes an Acquiring Person) ), following the commencement of, or announcement of an intention to make, make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate Share certificates with a copy of this Summary of Rights attached thereto. No Person shall become an Acquiring Person 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, and such Person as promptly as practicable takes such actions as may be necessary so that such Person would no longer be considered an Acquiring Person. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close of Business on the Distribution Date and such separate Right Certificates certificates alone will evidence the Rights. If Common shares are issued or sold after the Distribution Date (but prior to the redemption or expiration of the Rights) in connection with the exercise of stock options or upon the exercise, conversion or exchange of other securities of the Company outstanding prior to the Distribution Date, the Company shall issue the appropriate number of Rights in connection with such issuance or sale. The Rights are not exercisable until the Distribution Date. The Rights will expire on August 10, 2008 (the "Final Expiration Date"), unless the expiration date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 100 times the dividend declared per share of Common StockShare. In the event of liquidation, each Preferred Share will be entitled to a $1.00 preference, and thereafter the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at that any time after a Person person becomes an Acquiring Person, unless the Company event causing the Designated Percentage threshold to be crossed and the Person to thereby become an Acquiring Person is acquired in a merger merger, acquisition or other business combination transaction described in the next paragraph, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right on the terms and conditions set forth in the Rights Agreement. If the Company does not have authorized but unissued Common Shares sufficient to satisfy such obligation to issue Common Shares, the Company is obligated to deliver upon payment of the exercise price of a Right an amount of cash or other securities equivalent in value to the Common Shares issuable upon exercise of a Right. In the event that any person or group becomes an Acquiring Person and the Company merges into or engages in certain other business combination transactions with an Acquiring Person, or 50% or more of its consolidated assets or earning power are soldsold to an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights owned by an Acquiring Person, will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. At any time after any Person person becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become voidthe Acquiring Person), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the such time any Person as a person or group becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 0.001 per Right (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. After the period for redemption of the Rights has expired, the Board may not amend the Rights Agreement to extend the period for redemption of 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. The terms of the Rights may be amended by a resolution of the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person or group becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights (other than an Acquiring Person). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder 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 dated August 11, 1998. 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Edify Corp)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12July 10, 20001998, the Board of Directors of NETsiliconBarnes & Noble, Inc. (the "Company") declared a dividend of one preferred share purchase right xxx xxght (a x "Right") for each outstanding share of common stockCommon Stock, par value $.01 .001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23July 21, 2000 1998 (the "Record Date") to the stockholders of record on that date. The Board of Directors has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date (as defined below), the Final Expiration Date (as defined below) and the date the Rights are redeemed. Each Right entitles the registered holder to purchase from the Company one onefour-thousandth hundredth of a share of a series of preferred stock, designated as Series A Junior Participating H Preferred Stock, par value $0.01 .001 per share (the "Preferred SharesStock"), of the Company, ) at a price of $200.00 225 per one onefour-thousandth hundredth of a Preferred Share share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Bank of New York, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that that, without the prior consent of the Board of Directors of the Company, a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (or an additional 5% or more of the Company outstanding Common Shares in the case of any Acquiring Person who beneficially owns 15% or more of the outstanding Common Shares as of July 10, 1998) 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 person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoShare certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 July 20, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of one four-hundredth shares of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights associated with each Common Share and the number voting and economic rights of each one onefour-thousandths hundredth of a share of Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable In the event that any person becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be null and void), will thereafter have the right to receive upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend Right and payment of 1,000 times the dividend declared per then current Purchase Price that number of one four-hundredths of a share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the having a market value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rightstwo times that Purchase Price. In the event that, at any time after a Person becomes an Acquiring Personthe Distribution Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times that Purchase Price. If the Company does not have sufficient shares of Preferred Stock to satisfy such obligation to issue Preferred Stock, or if the Board of Directors so elects, the Company shall deliver upon payment of the Purchase Price of a Right an amount of cash or securities equivalent in value to the shares of Preferred Stock issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the Purchase Price then in effect, shares of Preferred Stock (to the extent available) and cash equal in value to the difference between the value of the shares of Preferred Stock otherwise issuable upon the exercise of a Right and the Purchase Price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional shares of Preferred Stock to permit the issuance of Preferred Stock upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one four-hundredth of a share of Preferred Stock or one Common Stock Share 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 shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one onefour-thousandth hundredth of a share of Preferred Share, which may, at the election of the Company, be evidenced by depository receiptsStock) and in lieu thereof, an adjustment in cash will be made made, based on the market price of the Preferred Shares Stock on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Preferred Stock purchasable upon the exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such stock). Each share of Preferred Stock will be entitled to a preferred dividend equal to the greater of (a) $2.00 or (b) 400 times any dividend declared on the Common Shares. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to $1,000 per share of Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon. Each share of Preferred Stock will have 400 votes, voting together with the Common Shares. Notwithstanding the immediately preceding sentence, in the event that dividends on the Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, holders of the Preferred Stock shall have the right, voting as a class, to elect two of the Company's Directors. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each share of Preferred Stock will be entitled to receive 400 times the amount and type of consideration received per Common Share. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares of Preferred Stock in integral multiples of one four- hundredth of a share of Preferred Stock will be issuable. In lieu of fractional shares other than fractions that are multiples of one four- hundredth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Barnes & Noble Inc)

Signature. NOTICE The signature (Sign exactly as your name appears on the other side of this Security) Signature Guarantee:____________________________________________________________ ___________________________ Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the foregoing Forms Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of Assignment and Election must conform 1934, as amended. XXXXXXX XX XXXXXXXXX _____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE (CONTINUED ) This Debenture is one of the subordinated debentures of the Company (herein sometimes referred to as the name as written upon the face of this Right Certificate in every particular"Debentures"), without alteration or enlargement or any change whatsoever. In the event the certification set forth above specified in the Form Indenture, all issued or to be issued under and pursuant to an Indenture dated as of Assignment or January ___, 1998 (the Form "Indenture") duly executed and delivered between the Company and The Bank of Election to PurchaseNew York, as Trustee (the case may be"Trustee"), to which Indenture reference is not completedhereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Rights Agent will deem the beneficial owner holders of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (Debentures. The Debentures are limited in aggregate principal amount as defined specified in the Rights Agreement) and such Assignment or Election Indenture. The Company has the right to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, redeem this Debenture at the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), option of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of without premium or penalty (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement)January __, such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), 2003 in whole or in part, or (ii) at an exchange ratio of one share of Common Stock per Right any time in certain circumstances in whole (subject to adjustment). With certain exceptions, no adjustment but not in part) upon the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth occurrence of a Preferred ShareSpecial Event, which may, in each case at the election a Redemption Price equal to 100% of the Companyprincipal amount plus any accrued but unpaid interest, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right such redemption (the "Redemption Price"). The Redemption Price shall be paid prior to 12:00 noon, Eastern Standard Time, on the date of such redemption or at such earlier time as the Company determines. Any redemption pursuant to this paragraph shall be made upon not less than 30 days nor more than 60 days notice, at the Redemption Price. If the Debentures are only partially redeemed by the Company, the Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the Rights unredeemed portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be made effective at declared, and upon such timedeclaration shall become, on such basis due and payable, in the manner, with such the effect and subject to the conditions as provided in the Board of Directors in its sole discretion may establishIndenture. Immediately upon any redemption of The Indenture contains provisions permitting the Rights, the right to exercise the Rights will terminate Company and the only right Trustee, with the consent of the holders of Rights will be to receive the Redemption Price. The terms not less than a majority in aggregate principal amount of the Rights may be amended by Debentures at the Board time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of Directors adding any provisions to or changing in any manner or eliminating any of the Company provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of the Debentures except as provided in the Indenture, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon (except for deferrals of interest as described below), without the consent of the holder of each Debenture so affected; or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the Rightsholders of a majority in aggregate principal amount of the Debentures at the time outstanding, on behalf of all of the holders of the Debentures, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture, and its consequences, except a default in the payment of the principal of or interest on any of the Debentures. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange therefor or in place thereof (whether by registration of transfer or otherwise or whether any notation of such consent or waiver is made upon this Debenture). No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time during the term of the Debentures and from time to time to extend the interest payment period of such Debentures for up to 20 consecutive quarters (each, an "Extended Interest Payment Period"), at the end of which period the Company shall pay all interest then accrued and unpaid (together with interest thereon at the rate specified for the Debentures to the extent that from payment of such interest is enforceable under applicable law). Before the termination of any such Extended Interest Payment Period, the Company may further extend such Extended Interest Payment Period, provided that such Extended Interest Payment Period together with all such further extensions thereof shall not exceed 20 consecutive quarters. At the termination of any such Extended Interest Payment Period and after upon the payment of all accrued and unpaid interest and any additional amounts then due, the Company may commence a new Extended Interest Payment Period. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Trustee accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount shall be issued to the designated transferee or transferees. No service charge shall be made for any such time transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and the Debenture Registrar may deem and treat the registered holder hereof as anythe absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures are issuable only in registered form without coupons in denominations of $10 and any integral multiple thereof. All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Note is unsecured by any collateral, including the assets of the Company or any of its subsidiaries or other affiliates.

Appears in 1 contract

Samples: Pittsburgh Home Capital Trust I

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 29, 20001996, the Board of Directors of NETsiliconHeartport, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.001 per share (the "Common StockShares") outstanding on September 23April __, 2000 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 0.001 per share (the "Preferred Shares"), of the Company, at a price of $200.00 0.001 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First National Bank of Boston, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (following the closing of the Company Company's Initial Public Offering of Common Shares), 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 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 April __, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 1000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 0.001 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on S-1 dated ___________ __, 1996. A copy of the 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 Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Heartport Inc)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12_______ __, 20001996, the Board of Directors of NETsilicon, Inc. Education Management Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share share, of the Company (the "Common StockShares") outstanding ). The dividend is payable on September 23, 2000 on the date of the consummation of the offering (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value one cent ($0.01 0.01) per share share, of the Company (the "Preferred Shares"), of the Company, ) at a price of $200.00 ____ per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of October 1, 1996 (the "Rights Agreement") between the Company and Mellon Bank, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1517.5% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person 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 1517.5% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement contains exceptions from its operating provision for a person who or which shall become the Beneficial Owner of 17.5% or more of the Common Shares then outstanding upon receipt of the prior approval of a majority of the Board of Directors. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 the tenth anniversary of the date of the consummation of the offering (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, ; (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, ; less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. - C2 - 52 In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 share Common Share, or one one-hundredth of Common Stock a Preferred Share, per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 17.5% or more of the time any Person becomes an Acquiring Personthen outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder 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 S-1 (Registration No.333-10385). 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Education Management Corporation)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C EXAR CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12December 15, 20001995, the Board of Directors of NETsilicon, Inc. Exar Corporation ("EXAR") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .0001 per share (the "Common StockShares") outstanding ), of EXAR. The dividend is payable on September 23January 10, 2000 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company EXAR one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .0001 per share (the "Preferred Shares"), of the Company, EXAR at a price of $200.00 118.50 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of December 15, 1995 (the "Rights Agreement") ), between the Company and Rights Agents The First National Bank of Boston (the "Rights Agent"). Initially, the Rights will be evidenced by the stock certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of EXAR prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), ) the surrender for or transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 December 15, 2005 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by EXAR, in each case as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $l per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth one- hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share Common Share. The Preferred Shares would rank junior to any other series of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsEXAR's preferred stock. In the event that, at any time after a Person becomes an Acquiring Person, the Company that EXAR is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company EXAR 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the EXAR's preferred stock having equivalent designations and the powers, preferences and rights, and the qualifications, limitations and restrictions), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the CompanyEXAR, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth earliest of (i) the close of business on the day following of the time any Person becomes first public announcement that a person has become an Acquiring Person, or (ii) the final Expiration Date, the Board of Directors of the Company EXAR may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company EXAR without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to any percentage which is (i) greater than the largest percentage of the outstanding Common Shares then known to EXAR to be beneficially owned by any person or group of affiliated or associated persons (other than EXAR, any subsidiary of EXAR, any employee benefit plans of EXAR or any subsidiary, or any entity holding Common Shares pursuant to the terms of any such plan) and (ii) not less than 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Exar Corp)

Signature. NOTICE The signature in the foregoing Forms of Assignment After reasonable inquiry and Election must conform to the name as written upon best of my knowledge and belief, I certify that the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification information set forth above in the Form of Assignment or the Form of Election to Purchasethis statement is true, as the case may becomplete and correct. HOUGHTON MIFFLIN COMPANY By /s/ XXXX X. XXXXXX ----------------------------------------- Name: Xxxx X. Xxxxxx Title: Senior Vice President and General Counsel Dated: June 8, is not completed2001 ANNEX A May 31, the Company 2001 The Special Committee and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors Houghton Mifflin Company 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Members of NETsiliconthe Special Committee and the Board of Directors: You have requested our opinion as to the fairness, Inc. declared from a dividend financial point of one preferred share purchase right (a "Right") for each outstanding share view, to the holders of common stock, par value $.01 1.00 per share (together with the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder associated rights to purchase from the Company one one-thousandth of a share shares of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred SharesCompany Common Stock"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share Houghton Mifflin Company (the "Purchase PriceCompany"), subject to adjustment. The description and terms ) of the Rights are set forth consideration to be received by such holders in a Rights Agreement the proposed tender offer (the "Rights AgreementOffer") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, by Target Merger Inc. (the "Grandfathered StockholderSub"), a Massachusetts corporation and a wholly-owned subsidiary of Vivendi Universal (the "Merger Partner") and subsequent merger (the "Merger") of the Company with the Sub (the "Transaction"). Pursuant to the Agreement and Plan of Merger (the "Agreement"), among the Company, the Merger Partner and the Sub, the Sub will offer to acquire all shares of the Company Common Stock for $60.00 per share in cash, the Company will become a wholly-owned subsidiary of the Merger Partner, and each outstanding share of Company Common Stock, other than shares of Company Common Stock held in treasury or owned by the Merger Partner and its affiliates, will be converted into the right to receive $60.00 per share in cash. In arriving at our opinion, we have (i) reviewed a draft of the Agreement dated May 30, 2001; (ii) reviewed certain publicly available business and financial information concerning the Company and the industries in which it operates; (iii) compared the proposed financial terms of the Transaction with the publicly available financial terms of certain transactions involving companies we deemed relevant and the consideration received for such companies; (iv) compared the financial and operating performance of the Company with publicly available information concerning certain other companies we deemed relevant and reviewed the current and historical market prices of the Company Common Stock and certain publicly traded securities of such other companies; (v) reviewed certain internal financial analyses and forecasts prepared by the management of the Company relating to its respective businesses; and (vi) performed such other financial studies and analyses and considered such other information as we deemed appropriate for the purposes of this opinion. In addition, we have held discussions with certain members of the management of the Company with respect to certain aspects of the Transaction, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters we believed necessary or appropriate to our inquiry. In giving our opinion, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished to us by the Company or otherwise reviewed by us, and we have not assumed any responsibility or liability therefor. We have not conducted any valuation or appraisal of any assets or liabilities, nor have any such valuations or appraisals been provided to us. In relying on financial analyses and forecasts provided to us, we have assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. We have also assumed that the Transaction will be consummated as described in the Agreement. We have relied as to all legal matters relevant to rendering our opinion upon the advice of counsel. We have also assumed that the definitive Agreement will not differ in any material respects from the draft thereof furnished to us. Our opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise, or reaffirm this opinion. Our opinion is limited to the fairness, from a financial point of view, of the consideration to be received by the holders of the Company Common Stock in the proposed Transaction and we express no opinion as to the underlying decision by the Company to engage in the Transaction. We note that we were not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of the Company or any other alternative transaction. Consequently, no opinion is expressed whether any alternative transaction might produce consideration for the Company's shareholders in an amount in excess of that contemplated in the Transaction. We have acted as financial advisor to the Special Committee, the Board of Directors and Company with respect to the proposed Transaction and will receive a fee from the Company for our services. We will also receive an additional 1%fee if the proposed Transaction is consummated. In the ordinary course of our businesses, or more of we and our affiliates may actively trade the outstanding voting debt and equity securities of the Company or (ii) 10 business days (the Merger Partner for our own account or for the accounts of customers and, accordingly, we may at any time hold long or short positions in such later date as may be determined by action securities. On the basis of and subject to the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement offoregoing, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding it is our opinion as of the Record Date, date hereof that the consideration to be received by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Company Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate proposed Transaction is fair, from a financial point of an Acquiring Person view, to such holders (as such terms are defined in other than the Rights AgreementMerger Partner and its affiliates), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company This letter is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior provided to the acquisition by any person or group of a majority of the outstanding Common Stock, Special Committee and the Board of Directors of the Company in connection with and for the purposes of its evaluation of the Transaction. This opinion does not constitute a recommendation to any shareholder of the Company as to whether any such shareholder should tender any of its shares in the Offer or as to how such shareholder should vote with respect to the Merger or any other matter. This opinion may exchange the Rights not be disclosed, referred to, or communicated (other than Rights owned by such person or group which have become void), in whole or in part) to any third party for any purpose whatsoever except with our prior written approval. This opinion may be reproduced in full in any offer to purchase or proxy or information statement mailed to shareholders of the Company but may not otherwise be disclosed publicly in any manner without our prior written approval. Very truly yours, at an exchange ratio X.X. XXXXXX SECURITIES INC. ANNEX B HOUGHTON MIFFLIN COMPANY 000 XXXXXXXX XXXXXX XXXXXX, XX 00000 (000) 000-0000 INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER NO VOTE OR OTHER ACTION OF THE SECURITY HOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. This Information Statement is being mailed on or about June 8, 2001 as part of one the Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to holders of the common stock, par value $1.00 per share, of Houghton Mifflin Company, a Massachusetts corporation (the "Company"), together with the associated rights to purchase Series A Junior Participating Preferred Stock (the "Rights") issued pursuant to the Rights Agreement, as amended (the "Rights Agreement"), dated as of July 30, 1997 by and between the Company and BankBoston, N.A., as Rights Agent (together, the "Common Stock"). As of April 30, 2001, there were 1,824,322 shares of Common Stock outstanding. Each share of Common Stock is entitled to one vote. The Schedule 14D-9 relates to the tender offer by a Massachusetts corporation, Soraya Merger Inc. (the "Purchaser) disclosed in a Tender Offer Statement on Schedule TO dated June 8, 2001, to purchase all of the outstanding Common Stock at a price of $60.00 per Right (share, net to the seller in cash, upon the terms and subject to adjustmentthe conditions set forth in the Offer to Purchase dated June 8, 2001 and the related Letter of Transmittal (which, as may be amended from time to time, together constitute the "Offer"). With certain exceptionsPurchaser was formed in connection with the Offer and is wholly owned by Vivendi Universal, no adjustment a SOCIETE ANONYME organized under the laws of France (the "Parent"). You are receiving this Information Statement in connection with the Purchase Price will be required until cumulative adjustments require an adjustment possible designation by Purchaser of persons to serve in at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election half of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based seats on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption PriceBoard"). The redemption This Information Statement is required by Section 14(f) of the Rights may be made effective at such timeSecurities Exchange Act of 1934, on such basis as amended (the "Exchange Act"), and with such conditions as Rule 14f-1 thereunder. Please read this Information Statement carefully. You are not, however, required to take any action. Capitalized terms used and not otherwise defined herein have the Board of Directors meaning set forth in its sole discretion may establishthe Schedule 14D-9. Immediately upon any redemption of Parent provided the Rightsinformation in this Information Statement concerning Parent and Purchaser, the right to exercise the Rights will terminate and the only right Company assumes no responsibility for the accuracy, completeness or fairness of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anythis information.

Appears in 1 contract

Samples: Merger Agreement (Vivendi Universal)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12December 20, 20001998, the prior stockholder rights plan of Integrated Device Technology, Inc., which had a ten year duration, expired according to its terms. On December 8, 1998, the IDT Board of Directors of NETsiliconadopted a new rights plan effective December 21, Inc. 1998, and declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of IDT common stock, par value $.01 per share (the "Common Stock") stock outstanding on September 23January 4, 2000 1999 (the "Record Date"). In addition, one Right will be issued with each share of IDT common stock that becomes outstanding (i) between the Record Date and the earliest of the Distribution Date (as defined below), the date the Rights are redeemed and the date the Rights expire or (ii) following the Distribution Date and prior to the stockholders date the Rights are redeemed or the date the Rights expire, pursuant to the exercise of record on that dateemployee stock options or upon the exercise, conversion or exchange of other securities of IDT (including its 5 1/2% Convertible Subordinated Notes due 2002) outstanding before the Distribution Date. Each Right entitles the its registered holder to purchase from the Company IDT one one-thousandth hundredth of a share of IDT Series A Junior Participating Preferred Stock, par value $0.01 per share Stock (the "Preferred Shares"), of the Company, ) at a price of $200.00 45 per one one-thousandth hundredth of a Preferred Share (Share. A complete description of the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company IDT and Rights Agents (the "BankBoston, N.A., as Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement or disclosure that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the IDT's outstanding voting securities of the Company common stock or (ii) 10 business days (or such a later date as may be determined by action of the IDT Board of Directors prior to such time as any Person before a person or group becomes an Acquiring Person) ), following the commencement of, or announcement of an intention to make, make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock represented by common stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoattached. No person or group will become an Acquiring Person if the IDT Board of Directors determines that such person crossed the ownership threshold inadvertently, and such person or group promptly sells shares of IDT common stock until they own less than 15% of the outstanding common stock. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockIDT common stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock common stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Datecommon stock certificates, even without such notation or a copy of this Summary of Rights being attached theretoattached, will also constitute the transfer of the Rights associated with the Common Stock IDT common stock represented by such certificate. As soon as practicable following After the Distribution Date, separate certificates evidencing representing the Rights ("Right Certificates") will be mailed to record holders of record of the Common Stock as of the Close of Business IDT common stock on the Distribution Date and such separate Right Certificates certificates alone will evidence the Rights. If shares of IDT common stock are issued or sold after the Distribution Date (but prior to the redemption or expiration of the Rights) in connection with the exercise of stock options or upon the exercise, conversion or exchange of other securities of the Company outstanding prior to the Distribution Date, the Company will issue the appropriate number of Rights in connection with such issuance or sale. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 21, 2008 unless the expiration date is extended or unless the Rights are earlier redeemed or exchanged by IDT, as described below. Until a Right is exercised, the holder of a Right, as such, will have no rights as a stockholder of IDT. The Purchase Price purchase price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above)dilution. The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to upon certain events occurring before the Distribution Date. The Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, been structured so that each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' has dividend, liquidation and voting rightsrights equal to those of 100 shares of IDT common stock. Because of this, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stockcommon share. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate The Preferred Shares are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rightsnot redeemable. In the event that, at that any time after a Person person or group owns more than 15% of IDT's outstanding common stock and thereby becomes an Acquiring Person, unless the Company event causing the person to become an Acquiring Person is acquired in a merger merger, acquisition or other business combination transaction described in the next paragraph, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise and payment of the exercise price that number of common shares having a market value of two times the exercise price of the Right. If IDT does not have enough authorized but unissued common shares to satisfy this obligation to issue common shares, IDT will deliver upon payment of the exercise price of a Right an amount of cash or other securities equivalent in value to the common shares issuable upon exercise of a Right. In the event that any person or group becomes an Acquiring Person and IDT merges into or engages in certain other business combinations with an Acquiring Person, or 50% or more of its IDT's consolidated assets or earning power are soldsold to an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights owned by an Acquiring Person, will thereafter have the right to receive, upon the exercise and payment of the exercise price, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. At any time after any Person a person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of acquiring a majority of the outstanding Common StockIDT common stock, the IDT Board of Directors of the Company may exchange all or some of the Rights (other than Rights owned by such person or group which have become void), in whole or in part, the Acquiring Person) at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptionscommon share, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of or one one-thousandth hundredth of a Preferred ShareShare (or other equivalent securities), which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exerciseper Right. At any time prior to the tenth day following the time any Person before a person or group becomes an Acquiring Person, the IDT Board of Directors may redeem all (but not some) of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 0.001 per Right (and on such other terms and conditions as the "Redemption Price")Board may establish. The After the period for redemption of the Rights may be made effective at such timehas expired, on such basis and with such conditions as the Board may not amend the Rights Agreement to extend the period for redemption of Directors in its sole discretion may establishthe 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 Priceredemption price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after a person or group becomes an Acquiring Person, no such time as anyamendment may adversely affect the interests of the holders of the Rights (other than an Acquiring Person).

Appears in 1 contract

Samples: Rights Agreement (Integrated Device Technology Inc)

Signature. NOTICE ------ The signature in the foregoing Forms Form of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C --------- SYNBIOTICS CORPORATION SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED SHARES STOCK On September 1225, 2000, 1998 the Board of Directors of NETsilicon, Inc. Synbiotics Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding out standing share of common stock, par value $.01 per share Common Stock (the "Common Stock") outstanding of the Company. The dividend is payable on September 23October 7, 2000 1998 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a "Unit;" i.e., 1000 Units equal one share) of Series A Junior Participating Preferred Stock, par value $0.01 per share Stock (the "Series A Preferred SharesStock"), ) of the Company, Company at a price of $200.00 10.00 per one one-thousandth of a Preferred Share Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of October 1, 1998 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Stock 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 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock 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 shares of Common Stock Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right CertificatesRights Certificate") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates Rights Certificate alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on October 7, 2008 (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 Units of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Units of Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Shares Stock at a price, or securities convertible into Units of Preferred Shares Stock with a conversion price, less than the then current market price of the Units of Preferred Shares Stock or (iii) upon the distribution to holders of the Units of Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths Units of a Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Units of Preferred Shares Stock purchasable upon exercise of the Rights will not be redeemable. Each Unit of Preferred Share Stock will be entitled to a quarterly dividend payment of 1,000 times the equal to any dividend declared per share of Common Stock. In the event of liquidation, the holders each Unit of the Preferred Shares Stock will be entitled to an aggregate a payment of 1,000 times the aggregate equal to any payment made per share of Common Stock. Each Unit of Preferred Share Stock will have 1,000 votesone vote, voting together with the Common Stock. In Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Share Stock will be entitled to receive 1,000 times an amount equal to the amount received per share of Common Stock. These rights are protected by customary antidilution anti dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a each Unit of Preferred Share Stock purchasable upon exercise of each Right the Rights should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Personthe Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are soldsold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Rights, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Rights. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 20% or more of the outstanding shares of Common Stock proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be null and void), will thereafter have the right to receive upon exercise that number of shares of Common Stock or Units of Preferred Stock (or cash, other securities or property) having a market value of two times the exercise price of the Rights. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding shares of Common Stock and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange all or part of the Rights (other than Rights owned by such person or group which have become void), in whole or in part, ) for Units of Preferred Stock at an exchange ratio of one share of Common Stock per Right (subject to adjustment)) which shall equal, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then current per share market price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer is announced by any Person, if upon consummation thereof such Person would be the Beneficial Owner of 20% or more of the shares of Company Common Stock then outstanding. 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 shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Units of Preferred Shares Stock on the last trading day prior to the date of exercise. At any time prior to the tenth day following public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Stock, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 0.001 per Right (the "Redemption Price"). The redemption of the Rights rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, Rights except that from and after a Distribution Date no such time as anyamendment may adversely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Synbiotics Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case maybe, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C UNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF MAY BECOME NULL AND VOID. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 25, 20001997, the Board of Directors of NETsiliconFalcon Drilling Company, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23July 16, 2000 1997 (the "Record Date") ), to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A C Junior Participating Preferred Stock, no par value $0.01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 125.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of June 25, 1997, as the same may be amended from time to time (the "Rights Agreement") ), between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1510% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (except that S-C Rig Investments, L. P., currently a principal shareholder of the Company Company, shall not be deemed to be an Acquiring Person unless it and its affiliates acquire 40% or more) 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 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 1510% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate together with a copy of this Summary of Rights attached theretoRights. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretoRights, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 the date sixty days after the next annual meeting of stockholders of the Company, unless the expiration is delayed by the Board of Directors, which it may be in each successive year, but in no event beyond July 16, 2007 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a preferential quarterly dividend payment equal to the greater of (i) $1 per share, and (ii) 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate a preferential liquidation payment equal to the greater of (i) $100 per share, and (ii) 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votesone vote , voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, dividend and liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at that any time after a Person person or group of affiliated or associated persons becomes an Acquiring Person, the Rights Agreement provides that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of 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 Common Share, or one one-thousandth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). The Rights Agreement provides that none of the Company's directors, officers or financial advisers shall be deemed to beneficially own any Common Shares owned by any other director, officer or financial adviser by virtue of such persons acting in their capacities as such, including in connection with the formulation and publication of the Board of Directors recommendation of its position, and actions taken in furtherance thereof, with respect to an acquisition proposal relating to the Company or a tender or exchange offer for the Common Shares. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after any person or group becomes an Acquiring Person, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the outstanding Common StockRight, the Board that number of Directors shares of common stock of the Company may exchange acquiring company which at the Rights (other than Rights owned by time of such person or group which transaction will have become void), in whole or in part, at an exchange ratio a market value of one share two times the exercise price of Common Stock per Right (subject to adjustment)the Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the such time as any Person person or group of affiliated or associated persons becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights Agreement provides that, if as of June 25, 1997, any person or group of affiliated or associated persons beneficially own 10% or more of the outstanding Common Shares, such person or group will not be deemed to be or to have become an "Acquiring Person" until August 1, 1997, and on such date will be deemed to be an "Acquiring Person" if, but only if, as of such date, such person or group beneficially own 10% or more of the outstanding Common Shares; provided, however, that if such person or group shall, subsequent to June 25, 1997, acquire any additional Common Shares, then such person or group shall thereupon be deemed an Acquiring Person. The terms of the Rights Agreement may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that including, prior to the time any person or group becomes an Acquiring Person, an amendment to (a) specifically exempt any person or group of affiliated or associated persons from being or being deemed to be an "Acquiring Person," subject to such terms and conditions as the Company deem appropriate, (b) fix a Final Expiration Date later than July 16, 2007, or (c) increase the Purchase Price. From and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its affiliates and associates). In addition, if as of the close of business on June 25, 1997, any person or group of affiliated or associated persons beneficially owned 10% or more of the Common Shares then outstanding, the Rights Agreement may be amended at any time prior to August 1, 1997, to exempt such person from being deemed to be or to have become an "Acquiring Person" (but only if such person does not acquire any additional Common Shares subsequent to June 25, 1997), subject to such terms and conditions as the Board of Directors of the Company deem necessary or appropriate.

Appears in 1 contract

Samples: Rights Agreement (Falcon Drilling Co Inc)

Signature. NOTICE ------ The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. -B-6- EXHIBIT C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the The Board of Directors of NETsiliconKPMG Consulting, Inc. Inc., (the "Company") has declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 0.01 per share (the "Common StockShares") outstanding on September 23October 2, 2000 2001 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 90.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Rights Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close of Business on the Distribution Date and such separate Right Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on October 2, 2011 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or Shares, a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate approximates the value of one share of Common StockShare. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Rights Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that any person becomes an Acquiring Person each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the date a Person becomes an Acquiring Person, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder 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 dated October 3, 2001. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. A copy of the Rights Agreement is available free of charge to holders of the Rights from the Company after receipt of a written request to the following address: KPMG Consulting, Inc. 0000 Xxxxxxxxxxxxx Xxxxx XxXxxx, VA 22102 Attention: General Counsel

Appears in 1 contract

Samples: Rights Agreement (KPMG Consulting Inc)

Signature. NOTICE ------ The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 128, 20001999, the Board of Directors of NETsiliconDisplay Technologies, Inc. (the "Corporation") declared a dividend distribution of one preferred share ----------- purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value ----- $.01 .001 per share (the "Common StockShares") outstanding ), of the Corporation. The dividend is ------------- payable to the shareholders of record on September 2321, 2000 1999 (the "Record Date"), ----------- and with respect to Common Shares issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to Common Shares issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company Corporation one one-thousandth hundredth of a share of Series A B Junior Participating Preferred Stock, $.001 par value $0.01 per share (the "Preferred Shares"), of the Company, ---------------- Corporation at a price of $200.00 33.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the -------------- Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company ---------------- Corporation and Continental Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"), dated as of September 21, 1999. Until ------------ Initially, the earlier Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (i) the tenth calendar day after a date of first public announcement that a person or group of affiliated or associated persons an Acquiring Person (an "Acquiring Person"as hereinafter defined) has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company become such; 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 becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (as hereinafter defined) (the earlier earliest of such dates being called the "Distribution ------------ Date"). Subject to certain exceptions, an"Acquiring Person" is any person who ---- ---------------- or which together with all affiliated and associates is the Rights will be evidenced, with respect to any beneficial owner of 20% or more of the outstanding Common Stock certificates outstanding Shares (except pursuant to a Permitted Offer (as hereinafter defined). The date of first public announcement that a person or group has become an Acquiring Person is the Record "Shares Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. ." ----------------------- The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), ) new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of ------------------ record of the Common Stock Shares as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain Common Shares issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and will expire at the close of business on September 21, 2009, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person or an affiliate or associate thereof (except pursuant to a tender or exchange offer which is for all outstanding Common Shares at a price and on terms which a majority of certain members of the Board of Directors determines to be adequate and in the best interests of the Corporation and its shareholders, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), --------------- each holder of a Right will thereafter have the right (the "Flip-In Right") to ------------- receive upon exercise the number of Common Shares or of one one-hundredths of a share of Preferred Shares (or, in certain circumstances, other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding Common Shares immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to an Acquiring Person or any affiliate or associate or any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or, if in such transaction all holders of Common Shares are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip- ----- Over Right") to receive, upon exercise, common shares of the acquiring company ---------- (or in certain circumstances, its parent) having a value equal to two times the exercise price of the Right. The Rights holder of a Right will expire on continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of Preferred Shares, Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $0.10 per share but, if greater, will be entitled to an aggregate dividend per share of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to the greater of (i) a minimum preferential liquidation payment of $10.00 per share and (ii) an aggregate payment per share of 1,000 100 times the aggregate payment made per share Common Share. The Preferred Shares rank junior to all other classes and series of Common Stock. Each Preferred Share will have 1,000 votesthe Corporation's preferred stock with respect to dividends and upon liquidation, voting together with unless the Common Stock. In the event terms of any merger, consolidation or such other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stockseries provides otherwise. These rights are protected by customary antidilution provisions. Because In the event that the amount of accrued and unpaid dividends on the nature Preferred Shares is equivalent to six full quarterly dividends or more, the holders of the Preferred Shares' dividend, liquidation and subject to certain limitations, shall have the right, voting rightsas a class, to elect two directors in addition to the value directors elected by the holders of the one one-thousandth interest in a Common Shares until all cumulative dividends on the Preferred Share purchasable upon exercise of each Right should approximate Shares have been paid through the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)last quarterly dividend payment date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are one one-hundredth or integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the CompanyCorporation, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes earlier to occur of (i) a person becoming an Acquiring PersonPerson or (ii) the expiration of the Rights, and under certain other circumstances, the Board of Directors of the Company Corporation may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price")) which redemption shall be effective upon the action of the Board of Directors. Additionally, following the time a person becomes an Acquiring Person and subject to certain other conditions, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, in certain circumstances, including redemption in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of Common Shares are treated alike but not involving (other than as a holder of Common Shares being treated like all other holders) an Acquiring Person or its affiliates or associates. The redemption payment of the Redemption Price may be deferred under certain circumstances as contemplated in the Rights Agreement. All of the provisions 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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights Agreement may be amended by the Board of Directors of the Company without Corporation prior to the consent Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board of Directors in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except that or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. 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 dated September ___, 1999. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and after such time as anyis qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Display Technologies Inc)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12November 29, 20001995, the Board of Directors of NETsilicon, Inc. Dell Computer Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23December 13, 2000 1995 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 225 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Chemical Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (other than (A) the Company, (B) a majority owned subsidiary of the Company, (C) any employee benefit plan of the Company or any majority-owned subsidiary of the Company, (D) any entity holding Common Shares for or pursuant to the terms of any such plan or (E) Mr. Xxxxxxx X. Xxxl, his affiliates and associates, his heirs, and any trust or foundation to which he has transferred or may transfer Common Shares of the Company ("Michxxx Xxxx", xnd each of the persons listed in (A) through (E) above, an "excepted person")) (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from transferred with and after such time as anyonly with

Appears in 1 contract

Samples: Rights Agreement (Dell Computer Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONEXHIBIT B UNDER CERTAIN CIRCUMSTANCES, INC. AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE PREFERRED COMMON SHARES On September 12July 30, 20002014, the Board of Directors of NETsiliconSelf Storage Group, Inc. declared (the “Company”) adopted a resolution declaring a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding Shares”), of the Company. The dividend is payable on September 23August 1, 2000 2014 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, 1) Common Share at a price equal to the aggregate par value of $200.00 per one one-thousandth of a Preferred Share such Common Shares (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of August 1, 2014 (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Rights Agreement (Self Storage Group, Inc.)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12February 13, 20002003, the Board board of Directors directors of NETsiliconDiscovery Partners International, Inc. (the "Company") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of our common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") stock to the stockholders of record at the close of business on that dateFebruary 24, 2003. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series A Junior Participating Preferred Stockpreferred stock, par value $0.01 per share (the "Preferred SharesStock"), of the Company, at a purchase price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price")19.00, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent. Initially, the Rights will be attached to all common stock certificates representing shares then outstanding, and no separate Rights certificates will be distributed (the "Rights AgentDistribution Date"). Until The Distribution Date will occur on the earlier to occur of (i) the tenth calendar day after ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired (subject to certain exceptions) acquired, or obtained the right to acquire, beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities shares of our common stock (the Company "Share Acquisition Date"), other than as a result of repurchases of stock by the Company, or (ii) 10 business ten days (or such a later date as may be determined by action of that the Board of Directors prior to such time as any Person becomes an Acquiring Personboard shall determine) following the commencement of, or public announcement of an intention to make, a tender offer or exchange offer the consummation of which that would result in the beneficial ownership by a person or group of beneficially owning 15% or, in the case or more of the Grandfathered Stockholder, outstanding shares of our common stock. We have separately provided that Applera Corporation's current holdings (plus an additional 1%, or more % of such our outstanding voting securities of stock) will not cause Applera to be an Acquiring Person nor cause a Share Acquisition Date to occur. Until the Company (the earlier of such dates being called the "Distribution Date"), (i) the Rights will be evidenced, with respect to any of evidenced by the Common Stock common stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights and will be transferred with and only with the Common Stock. Until the Distribution Date our common stock certificates, (or earlier redemption or expiration of the Rights), ii) new Common Stock common stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock record date will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption or expiration of the Rights), iii) the surrender for transfer of any certificates for shares of Common Stock common stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock common stock represented by such certificate. As soon Pursuant to the Rights Agreement, the company reserves the right to require prior to the occurrence of a Triggering Event (as practicable following defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of preferred stock will be issued. The Rights can not be exercised until the Distribution Date and will expire at the close of business on February 24, 2013, unless earlier redeemed by the Company as described below. Shortly after the Distribution Date, separate Rights certificates evidencing the Rights ("Right Certificates") will would be mailed to record holders of record of the Common Stock our common stock as of the Close close of Business business on the Distribution Date and such and, thereafter, the separate Right Certificates Rights certificates alone will evidence represent the Rights. The Rights are not exercisable until Unless our board of directors decides differently, only shares of our common stock issued before the Distribution DateDate will be issued with Rights. The Rights If an Acquiring Person becomes (subject to certain exceptions) the beneficial owner of 15% or more of the then outstanding shares of common stock (other than pursuant to an offer for all the outstanding shares of common stock that our board of directors determines to be fair to and otherwise in the best interests of the Company and its stockholders), each holder of a Right will expire on The Purchase Price payablethereafter have the right to receive, and the number of Preferred Shares upon exercise, preferred stock (or, in certain circumstances, cash, property or other securities or property issuable, upon exercise of the Rights are subject company) having a value equal to adjustment from time to time to prevent dilution (i) in two times the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market exercise price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above)Right. The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event thatIf, at any time after a Person becomes an Acquiring Personthe Stock Acquisition Date, the Company is (i) we are acquired in a merger or other business combination transaction in which we are not the surviving corporation, other than a merger that results from an offer for all the outstanding shares of common stock that our board decides is fair and in the best interests of the Company and its stockholders, or (ii) 50% or more of its consolidated assets our assets, cash flow or earning power are soldis sold or transferred, proper provision will be made so that each holder of a Right, except Rights which previously have been voided, will have the right to receive, after exercise of the Right, common stock of the company that acquires us having a value equal to two times the exercise price of the Right. The events described in this paragraph are "Triggering Events." For example, at an exercise price of $19.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Triggering Event would entitle its holder to purchase $38.00 worth of preferred stock (or other consideration, as noted above) for $19.00. Assuming that our common stock had a per share value of $10.00 at such time, the holder of each valid Right would be entitled to purchase preferred stock that would be economically equivalent to 3.8 shares of our common stock for $19.00. All Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will not be exercisable. At any time after any Person a person becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common Stockcommon stock, the Board of Directors of the Company board may exchange the Rights (other than Rights owned by such the person or group which have become voidwill not be exercisable), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptionscommon stock, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of or one one-thousandth of a Preferred Shareshare of preferred stock (or of a share of a class or series of our preferred stock having equivalent rights, which maypreferences and privileges), at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exerciseper Right. At any time prior to the tenth day until ten days following the time any Person becomes an Acquiring PersonShare Acquisition Date, the Board of Directors of the Company board may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (payable in cash, common stock or other consideration deemed appropriate by the "Redemption Price"board). 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. Immediately upon any the action of the board ordering redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any$0.01 redemption price.

Appears in 1 contract

Samples: Rights Agreement (Discovery Partners International Inc)

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Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 22, 20002001, the Board of Directors of NETsiliconStratos Lightwave, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 0.01 per share (the "Common StockShares") outstanding on September 23April 3, 2000 2001 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 80.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Mellon Investor Services LLC, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. Under the terms of the Rights Agreement, Methode Electronics, Inc., a Delaware corporation ("Methode") will not be included in the definition of Acquiring Person at any time prior to the time that Methode distributes the Common Shares of the Corporation owned by Methode to the stockholders of Methode by way of a dividend or otherwise. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 April 3, 2011 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 1000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become null and void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be null and void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the date a Person becomes an Acquiring Person, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated __________ _____, 2001. A copy of the 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 Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Stratos Lightwave Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event that the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate such assignment or election to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase purchase will not be honored. NETSILICONEXHIBIT C UNDER CERTAIN CIRCUMSTANCES, INC. RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12April 20, 20002020, the Board of Directors of NETsiliconExpress, Inc. (the “Company”) declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share share, of the Company (the "Common Stock") Shares”), outstanding on September 23April 30, 2000 2020 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares")share, of the CompanyCompany (the “Preferred Shares”), at a price of $200.00 12.25 per one one-thousandth of a Preferred Share represented by a Right (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") ”), dated as of April 20, 2020, between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (or any successor rights agent), as it may from time to time be amended or supplemented pursuant to its terms. Capitalized terms used but not defined in this summary have the meanings ascribed to such terms in the Rights Agents (the "Rights Agent")Agreement. Until the earlier to occur of (i) the tenth calendar Close of Business on the 10th day after following the acquisition of Beneficial Ownership of 10% (20% in the case of a public announcement that 13G Investor) or more of the outstanding Common Shares (including ownership of a person Derivative Position) by a Person or group of affiliated or associated persons Persons (an "Acquiring Person") has acquired beneficial ownership of 15% (or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), event that an additional 1%, or more exchange is effected in accordance with Section 24 of the outstanding voting securities Rights Agreement and the Board of the Company or Directors determines that a later date is advisable, then such later date) and (ii) 10 business days Business Days (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) 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 Beneficial Ownership by a person Person or group of 1510% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called dates, the "Distribution Date"), the Rights will be evidenced, with respect to any of the evidenced by Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The thereto (unless such Rights Agreement provides thatare recorded in book-entry); provided, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date that each certificate (or earlier redemption other evidence of book-entry or expiration of the Rights), new other uncertificated ownership) representing Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Record Date and such separate Right Certificates alone will evidence evidencing the Rights. The Rights are not exercisable until shall be deemed to incorporate by reference the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise terms of the Rights are subject Agreement. A Person shall not be deemed to adjustment from be an Acquiring Person if such Person, together with all Affiliates and Associates of such Person, at the time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) first public announcement of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier is a Beneficial Owner of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 5010% or more of its consolidated assets or earning power are soldthe Common Shares then outstanding (a “Grandfathered Stockholder”); provided, proper provision will be made so that each holder At any time after any Person if a Grandfathered Stockholder becomes an Acquiring Person and prior (other than pursuant to the acquisition by vesting or exercise of any person or group equity awards issued to a member of a majority of the outstanding Common Stock, the Board of Directors or pursuant to additional grants of any such equity awards to a member of the Company may exchange Board of Directors), after the date of the Rights Agreement, the Beneficial Owner of any additional Common Shares (other than Rights owned regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding Beneficially Owned by such person Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of 10% or group more of the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered Stockholder’s Beneficial Ownership below 10%, such Grandfathered Stockholder shall no longer be deemed to be a Grandfathered Stockholder. For the avoidance of doubt, in the event that after the time of the first public announcement of the Rights Agreement, any agreement, arrangement or understanding pursuant to which have become void)any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, at an exchange ratio terminates or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement, extension or substitution of one share such agreement, arrangement or understanding with respect to the same or different Common Shares that confers Beneficial Ownership of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in Shares shall be considered the Purchase Price will be required until cumulative adjustments require an adjustment acquisition of at least 1% in Beneficial Ownership of additional Common Shares by the Grandfathered Stockholder and render such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes Grandfathered Stockholder an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption Person for purposes of the Rights may be made effective at Agreement unless, upon such timeacquisition of Beneficial Ownership of additional Common Shares, on such basis and with such conditions as Person is not the Board Beneficial Owner of Directors in its sole discretion may establish. Immediately upon any redemption 10% or more of the RightsCommon Shares then outstanding. No Person which, together with all Affiliates and Associates of such Person, is the right to exercise the Rights will terminate and the only right Beneficial Owner of Common Shares representing less than 20% of the holders Common Shares then outstanding, and which is entitled to file, and files, a statement on Schedule 13G (“Schedule 13G”) pursuant to Rule 13d-1(b) or Rule 13d-1(c) of Rights will be to receive the Redemption Price. The terms General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect at the time of the public announcement of the declaration of the Rights may with respect to the Common Shares Beneficially Owned by such Person (a “13G Investor”), shall be amended by the Board of Directors deemed to be an “Acquiring Person”; provided, that a Person who was a 13G Investor shall no longer be a 13G Investor if it either (i) files a statement on Schedule 13D (“Schedule 13D”) pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of the Company without General Rules and Regulations under the consent Exchange Act or (ii) becomes no longer entitled to file a statement on Schedule 13G (the earlier to occur of (i) and (ii), the “13D Event”), and such Person shall be an Acquiring Person if it is the Beneficial Owner (together with all Affiliates and Associates) of 10% or more of the holders of the Rights, except that Common Shares then outstanding at any point from and after the time of the 13D Event; provided, however, such Person shall not be an Acquiring Person if (i) on the first Business Day after the 13D Event such Person notifies the Company of its intent to reduce its Beneficial Ownership to below 10% as promptly as practicable and (ii) such Person reduces its Beneficial Ownership (together with all Affiliates and Associates of such Person) to below 10% of the Common Shares as promptly as practicable (but in any event not later than 10 days from such time); provided, further that such Person shall become an “Acquiring Person” if after reducing its Beneficial Ownership to below 10%, it subsequently becomes the Beneficial Owner of 10% or more of the Common Shares or if, prior to reducing its Beneficial Ownership to below 10%, it increases (or makes any offer or takes any other action that would increase) its Beneficial Ownership of the then-outstanding Common Shares above the lowest Beneficial Ownership of such Person at any time as anyduring such 10-day period.

Appears in 1 contract

Samples: Rights Agreement (Express, Inc.)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 31, 20001998, the Board of Directors of NETsiliconSoftware Publishing Corporation Holdings, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23April 30, 2000 1998 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, Series A, par value $0.01 .001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 1.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, dated as of March 31, 1998 (the "Rights Agreement") ), between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 April 30, 2008 (the "Final Expiration Date"), 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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $10 per share but will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1,000 per share but will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-thousandth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors Directors, in its sole discretion discretion, may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that that, from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Software Publishing Corp Holdings Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election (Signature must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) 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 Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A JUNIOR PARTICIPATING PREFERRED SHARES STOCK On September 12January 20, 20002009, the Board of Directors (the “Board of NETsiliconDirectors”) of Impax Laboratories, Inc. (the “Company”) entered into a Rights Agreement (the “Rights Agreement”) with StockTrans, Inc. (the “Rights Agent”) and, in connection therewith, on January 20, 2009, declared a dividend distribution of one preferred share stock purchase right (each, a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common Stock") outstanding on September 23”), 2000 (of the "Record Date") Company, subject to the completion of appropriate documentation. The distribution was made to stockholders of record as of the close of business on that dateJanuary 30, 2009 (the “Record Date”). Each Except as set forth below, each Right entitles the registered holder thereof to purchase from the Company a unit consisting of one one-thousandth of a share (a “Unit”) of a newly created series of the Company’s Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"Stock”), of the Company, at a purchase price of $200.00 15.00 per one one-thousandth of a Preferred Share Unit (the "Purchase Price"), subject to adjustmentthe adjustments described below. The description Rights will initially be represented by the Common Stock certificates and terms of are not exercisable or transferable apart from the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until Common Stock until the earlier to occur of (i) the tenth calendar day after ten days following a public announcement that a person (other than certain exempted entities and any “grandfathered stockholder”) or group of affiliated or associated persons (an "Acquiring Person") ”), has acquired acquired, or obtained the right to acquire, beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting power of the aggregate of all shares of the Company’s voting securities of (“Voting Stock”) then outstanding (the Company “Stock Acquisition Date”) or (ii) 10 ten business days (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) following the commencement of, of (or the first public announcement of an intention to make, commence) a tender offer or exchange offer the if, upon consummation of which would result in the beneficial ownership by a thereof, such person or group would be the beneficial owner of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding the voting securities power of the Company aggregate of all shares of the Voting Stock then outstanding (the earlier of such the dates being called the "Distribution Date"), except in either case pursuant to an offer for all outstanding shares of Common Stock which the Board of Directors determines to be fair and not inadequate, after receiving advice from one or more nationally recognized investment banking firms, and which meets the other conditions therefor contained in the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with Agreement (a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock“Qualified Offer”). Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right the “Rights Certificates") will be mailed to stockholders who were holders of record of the Common Stock as of the Close close of Business business on the Distribution Date Date. From and such after the Distribution Date, the separate Right Rights Certificates alone will evidence the Rights. The Rights are not exercisable will expire at the close of business on January 20, 2012 (the “Final Expiration Date”), unless earlier redeemed or exchanged by the Company. If a person or group (with certain limited exceptions) becomes an Acquiring Person at any time after the date of the Rights Agreement, unless the event causing the 20% threshold to be crossed is a Qualified Offer, each holder of a Right (except as provided below) will thereafter have the right to receive, upon exercise of the Right at the then current Purchase Price, shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) which at the time of the transaction would have a market value of two times the Purchase Price. The foregoing event is referred to as a “Flip-in Event.” Notwithstanding the foregoing, no Right may be exercised for Common Stock of the Company until the Rights have become non-redeemable, as described below. For example, at an exercise price of $15.00 per Right, each valid Right following a Flip-in Event not owned by an Acquiring Person would entitle its holder to purchase $30.00 worth of Common Stock (or other consideration, as noted above). In the event that, at any time following a Distribution Date, directly or indirectly (i) the Company is consolidated with, or merged with and into, another entity and the Company is not the surviving entity of such consolidation or merger (other than a consolidation or merger which follows a Qualified Offer) or if the Company is the surviving entity, but shares of its outstanding Common Stock are changed or exchanged for stock or securities (of any other person) or cash or any other property, or (ii) more than 50% of the Company’s assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided) shall thereafter have the right to receive, upon the exercise thereof at the then-current exercise price of the Right, that number of shares of common stock of the acquiring company, which at the time of such transaction will have a market value of two times the exercise price of the Right. The foregoing event is referred to as a “Flip-over Event.” A Flip-in Event and a Flip-Over Event are collectively referred to as “Triggering Events.” Following the occurrence of any Triggering Events, any Rights that are or were beneficially owned by an Acquiring Person will expire on be null and void. For example, at an exercise price of $15.00 per Right, each valid Right following a Flip-over Event would entitle its holder to purchase $30.00 worth of the acquiring company’s common stock. The Purchase Price payable, and the number of Units of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, of the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, Stock or securities convertible into Preferred Shares with a conversion price, Stock or equivalent preferred stock at less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences evidence of indebtedness or assets indebtedness, cash (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends dividends), assets (other than a dividend payable in Preferred SharesStock but including any dividend payable in stock other than Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock 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 of the Purchase Price. No fractional Preferred Shares Units will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Shareand, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares Stock on the last trading day prior to the date of exercise. At any time on or prior to the earlier of (i) the close of business on the tenth business day following a Stock Acquisition Date or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth business day following the time any Person becomes an Acquiring PersonRecord Date, subject to extension by the Board of Directors for a period of time up to, but not exceeding, ten (10) additional business days, and (ii) the Final Expiration Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"), payable in cash, stock or other consideration. The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors Directors, in its sole discretion discretion, may establish. Immediately upon any the redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms At any time after a person becomes an Acquiring Person other than pursuant to a Qualified Offer, (and until such Acquiring Person has acquired beneficial ownership of 75% or more of the Rights may be amended by outstanding Common Stock), the Board of Directors may cause the exchange of the Rights (other than Rights owned by the Acquiring Person, which would have become null and void), in whole or in part, for Common Stock at an exchange ratio of one share of Common Stock for each Right (or, if insufficient shares are available, the Company without the consent of the holders of may issue preferred stock, cash, debt or equity securities, property or a combination thereof in exchange for the Rights, except that from and after such time as any).

Appears in 1 contract

Samples: Preferred Stock Rights Agreement (Impax Laboratories Inc)

Signature. NOTICE Notice The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Right Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONEXHIBIT B DATA I/0 CORPORATION 00000 Xxxxxxx Xxxx X.X. Xxxxxxx, INC. Xxxxxxxxxx 00000 SUMMARY OF RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING PREFERRED SHARES On September March 12, 20001998, the Board of Directors (the "Board") of NETsilicon, Inc. Data I/0 Corporation (the "Corporation") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share Common Stock (the "Common Stock") outstanding of the Corporation. The dividend is payable to the shareholders of record on September 23April 4, 2000 1998 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company Corporation one one-thousandth hundredth (1/100th) of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share Stock/ (the "Preferred SharesStock"), of the Company, Corporation at a price of $200.00 30 per one one-thousandth hundredth (1/100th) of a share of Preferred Share Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agents Agent (the "Rights Agent"), dated as of April 4, 1998. Until Initially, the earlier Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired having acquired, without the prior approval of the Corporation's Board of Directors, beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities shares of the Company Common Stock (except pursuant to a Permitted Offer, as hereinafter defined) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, affiliated or associated persons becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called as hereinafter defined) (the "Distribution Date"), . A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the Rights will be evidenced, with respect Agreement. The date that a person or group is first publicly announced to any of have become such by the Common Stock certificates outstanding as of Corporation or such Acquiring Person is the Record "Shares Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. ." The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of shares of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") Certificates will be mailed to the holders of record of the shares of Common Stock as of the Close of Business (as defined in the Rights Agreement) on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution DateDate and will expire at the close of business on April 4, 2008, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-hundredths (1/100ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of 50% or more of the Common Stock. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will expire on continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Shares Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of shares of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of shares of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths (1/100ths) of a share of Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Preferred Shares Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Share Stock will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1.00 per share but, if greater, will be entitled to an aggregate dividend per share of 100 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of shares of the Preferred Shares Stock will be entitled to a minimum preferential liquidation payment per share in an aggregate amount equal to $100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Junior Participating Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of 1,000 times an amount equal to the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votesquotient obtained by dividing the Series A Junior Participating Liquidation Preference by 100 (subject to certain adjustments for stock splits, voting together stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 100 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. In Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Share Stock will be entitled to receive 1,000 100 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because In the event that the amount of accrued and unpaid dividends on the nature Preferred Stock is equivalent to six full quarterly dividends or more, the holders of shares of the Preferred Shares' dividendStock shall have the right, liquidation and voting rightsas a class, to elect two directors in addition to the value directors elected by the holders of shares of the Common Stock until all cumulative dividends on the Preferred Stock have been paid or set apart for payment through the last quarterly dividend payment date. No fractional shares of Preferred Stock will be issued (other than fractions which are one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value hundredth (1/100th) or integral multiples of one one-hundredth (1/100th) of a share of Common Preferred Stock. From and after , which may, at the occurrence of an event described in Section 11(a)(ii) election of the Rights AgreementCorporation, if the Rights be evidenced by this Right Certificate are or were at any time depositary receipts) and in lieu thereof, an adjustment in cash will be made based on or after the earlier market price of (x) the Preferred Stock on the last trading day prior to the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)exercise. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes earlier to occur of (i) a person becoming an Acquiring PersonPerson or (ii) the expiration of the Rights, and under certain other circumstances, the Board of Directors of the Company Corporation may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $0.01 0.001 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. The Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights may be made effective at such time, on such basis Agent and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption certain principal economic terms of the Rights, the right to exercise the Rights will terminate and the only right all of the holders of Rights will be to receive the Redemption Price. The terms provisions of the Rights Agreement may be amended by the Board of Directors of the Company without Corporation prior to the consent Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation in order to cure any ambiguity, defect or inconsistency, to make changes that do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except that or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. 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 Corporation. This summary description of the Rights does not purport to be complete and after such time as anyis qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Data I/O Corp)

Signature. NOTICE ------ The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C --------- MYCOGEN CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12February 21, 20001992, the Board of Directors of NETsiliconMycogen-Delaware the predecessor in interest to Mycogen Corporation, Inc. a California corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .001 per share (the "Common StockShares") outstanding ), of the Company. The dividend was payable on September 23March 6, 2000 1992 (the "Record Date") to the stockholders of record as of the close of business on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A B Junior Participating Preferred Stock, par value $0.01 .001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 65.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a an Amended and Restated Rights Agreement dated as of _______________, 1995 (the "Rights Agreement") between the Company and The First National Bank of Boston, as Rights Agents Agent (the "Rights Agent"). Pursuant to a merger agreement, Mycogen Corporation, a California Corporation (the "Company") assumed all of the rights and obligations of Mycogen-Delaware under the original Rights Agreement dated February 21, 1992 as amended (collectively, the "Original Rights Agreement"). A Summary of Rights was originally mailed to all shareholders of record as of the Record Date. This new summary of Rights reflects the assumption by the Company of Mycogen-Delaware rights and incorporates all amendments to the Original Rights Agreement Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1525% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 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 1525% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 February 20, 2002 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1.00 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1.00 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Personthe Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are soldsold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 25% or more of the outstanding Common Shares (except pursuant to a tender offer for all of the Common Shares at a price and on terms determined by a majority of the Continuing Directors to be fair to and otherwise in the best interests of the Company and its stockholders) proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares (or cash, other securities or property) having a market value of two times the exercise price of the Right. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 25% or more of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share Common Share (or a fraction of Common Stock a Preferred Share having equivalent market value) per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to within ten (10) days after a person or group of affiliated or associated persons acquire beneficial ownership of 25% or more of the tenth outstanding Common Shares (unless the Board of Directors extends such ten-day following the time any Person becomes an Acquiring Personperiod), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (the "Redemption Price"), upon the approval of a majority of the Continuing Directors. The redemption of the Rights rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the RightsRights upon the approval of a majority of the Continuing Directors, including an amendment to lower certain thresholds described above to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Mycogen Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 31, 20001998, the Board of Directors of NETsiliconSoftware Publishing Corporation Holdings, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23April 30, 2000 1998 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, Series A, par value $0.01 .001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 1.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, dated as of March 31, 1998 (the "Rights Agreement") ), between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 April 30, 2008 (the "Final Expiration Date"), 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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $10 per share but will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1,000 per share but will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-thousandth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors Directors, in its sole discretion discretion, may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that that, from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Appears in 1 contract

Samples: Rights Agreement (Software Publishing Corp Holdings Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE SERIES A PREFERRED SHARES On September 12July 13, 2000, 2000 the Board of Directors of NETsiliconPROVANT, Inc. declared (the "Company") adopted a Shareholder Rights Plan pursuant to which a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company will be distributed to the stockholders of record as of the close of business on September 23July 28, 2000 (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Series A Preferred Shares"), of the Company, at a price of $200.00 25.00 per one one-thousandth hundredth of a Series A Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Fleet National Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Rights Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on the close of business on July 28, 2010 (the "Final Expiration Date"), unless the Rights are earlier redeemed by the Company, as described below. The Purchase Price payable, and the number of Series A Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred Shares, (ii) upon the grant to holders of the Series A Preferred Shares of certain rights or warrants to subscribe for or purchase Series A Preferred Shares at a price, or securities convertible into Series A Preferred Shares with a conversion price, less than the then current market price of the Series A Preferred Shares Shares, or (iii) upon the distribution to holders of the Series A Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Series A Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Series A Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Series A Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Series A Preferred Share will be entitled to a quarterly dividend payment equal to the greater of 1,000 (a) $1.00 or (b) 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Series A Preferred Shares will also be entitled to an aggregate a preferential payment equal to the greater of 1,000 (a) $1.00 per share plus all accrued and unpaid dividends, whether or not declared, and (b) 100 times the aggregate payment made per share of Common StockShare. Each Series A Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Series A Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Series A Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Series A Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after following the date of the first public announcement that a Person becomes person has become an Acquiring PersonPerson (the "Shares Acquisition Date"), the Company is acquired in a merger or other business combination transaction or 50% or more of the value of its consolidated assets or earning power are soldsold or otherwise transferred, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person (unless such person first acquires 15% or more of the outstanding Common Shares by a purchase pursuant to a tender offer for all of the Common Shares for cash, which purchase increases such person's beneficial ownership to 90% or more of the outstanding Common Shares), proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Series A Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Series A Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Series A Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Series A Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person person becomes an Acquiring PersonPerson (but not thereafter), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The Subject to the foregoing, 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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after the Distribution Date no such time amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as anysuch, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Appears in 1 contract

Samples: Rights Agreement (Provant Inc)

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election to Purchase and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES AGREEMENT On September 12February 24, 20001998, the Board of Directors of NETsiliconMaxicare Health Plans, Inc. (the "Corporation") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Common Shares"), of the Corporation. The dividend is payable to the stockholders of record on March 16, 1998 (the "Record Date"), and with respect to Common Shares issued thereafter, until the Distribution Date (as defined below) and, in certain circumstances, with respect to Common Shares issued after the Distribution Date. Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Corporation one five-hundredth of a share of Series B Preferred Stock, $0.01 par value (the "Preferred Shares"), of the Company, Corporation at a price of $200.00 45.00 per one onefive-thousandth hundredth of a Preferred Share (the "Purchase Price")) , subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"), dated as of February 24, 1998. Until Initially, the earlier Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (i) the tenth calendar day after date of a public announcement that that, without the prior consent of a majority of the Disinterested Directors (as defined below), a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares (except pursuant to a Permitted Offer, as hereinafter defined), or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, make a tender offer or exchange offer offer, the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (as hereinafter defined) (the earlier earliest of such dates being called the "Distribution Date"), . A person or group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person". The date that a person or group announces publicly that it has become an Acquiring Person is the Rights will be evidenced, "Shares Acquisition Date". Any current holder that has previously advised the Corporation that it holds in excess of 15% of the Common Shares has been "grandfathered" with respect to any of the Common Stock certificates outstanding as of the Record Dateits current position, by such Common Stock certificate with a copy of this Summary of Rights attached including an allowance for certain small incremental additions thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Rights Agreement (Maxicare Health Plans Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election 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 completedproperly completed and duly executed, the Company and the Rights Agent will deem the beneficial owner Beneficially Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12November 23, 20002020, the Board of Directors of NETsilicon, Loral Space & Communications Inc. (the “Company”) declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockVoting Common Stock, par value $.01 0.01 per share (the "“Voting Common Shares”), of the Corporation and Non-Voting Common Stock") , par value $0.01 per share (the “Non-Voting Common Shares” and, together with the Voting Common Shares, the “Common Shares”), of the Corporation outstanding on September November 23, 2000 2020 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, having such rights and preferences as are set forth in the Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”), at a price of $200.00 120.48 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (as it may be amended from time to time, the "Rights Agreement") between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership Beneficial Ownership (as defined in the Agreement) of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Voting Common Shares not held by any Meteor Party (as defined in the Agreement) or any Integration Party (as defined in the Agreement) (the “Unaffiliated Shares”) (or, in the event the Board of the Company Directors determines on or before such tenth day to effect an exchange of Rights for Voting Common Shares (as discussed below) and determines that a later date is advisable, such later date that is not more than 20 days following such a public announcement) 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 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 Beneficial Ownership by a person (or a voting group of persons) of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Unaffiliated Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached theretothereto (or, in the case of uncertificated Common Shares reflected in the book-entry account system of the transfer agent for the Common Shares, by the notations in the book entry account). If a stockholder’s Beneficial Ownership of the outstanding Voting Common Shares as of the time of the public announcement of the Agreement and Rights dividend declaration is at or above the applicable threshold (including through entry into certain derivative positions), that stockholder’s then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the stockholder increases its ownership percentage of Unaffiliated Shares by 0.001% or more. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 the first to occur of: (a) a majority of holders of Unaffiliated Shares approving the merger as contemplated by the Integration Agreement, (b) the termination of the Integration Agreement in accordance with its terms, and (c) November 22, 2021 (the “Final Expiration Date”), unless the Rights are earlier redeemed by the Company as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares Common Shares (other than payment of a dividend in Voting Common Stock Shares) or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of time any Person becomes an event described in Section 11(a)(ii) of the Rights AgreementAcquiring Person, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned Beneficially Owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights Beneficially Owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Voting Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Voting Common Shares to satisfy such obligation to issue Voting Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Voting Common Shares issuable upon exercise of a Right; provided, that if the Company fails to meet such obligation within 30 days following the date a Person becomes an Acquiring Person, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Voting Common Shares (to the extent available) and cash equal in value to the difference between the value of the Voting Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 90 days to permit the taking of action that may be necessary to authorize sufficient additional Voting Common Shares to permit the issuance of Voting Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Voting Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Voting Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day 10 days following the time date on which any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Agreement, including a copy of the form of Certificate of Designation, will be filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the 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 Agreement, which is incorporated herein by reference. This summary description of the rights, powers, preferences and other terms of the Preferred Shares does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, as the same may be amended from time to time, which is incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Loral Space & Communications Inc.)

Signature. NOTICE This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: By hand at: By mail at: The signature method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) Name in which Warrant Shares are to be registered if other than in the foregoing Forms name of Assignment the registered holder of this Warrant Certificate: Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: ______________________________ (Street Address) ______________________________ (City and Election State) (Zip Code) Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: ______________________________ (Street Address) ______________________________ (City and State) (Zip Code) Dated: ______________________________ Signature Signature must conform in all respects to the name of the holder as written upon specified on the face of this Right Warrant Certificate. If Warrant Shares, or a Warrant Certificate in every particularevidencing unexercised Warrants, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate are to be an Acquiring Person or an Affiliate or Associate thereof (as defined issued in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board a name other than that of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder hereof or are to purchase from be delivered to an address other than the Company one one-thousandth address of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (such holder as shown on the "Preferred Shares"), books of the CompanyWarrant Agent, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may above signature must be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership guaranteed by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date Eligible Guarantor Institution (as such that term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority Rule 17Ad-15 of the outstanding Common StockSecurities Exchange Act of 1934, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustmentas amended). With certain exceptionsSIGNATURE GUARANTEE Name of Firm: Address: Area Code and Telephone Number: Authorized Signature: Print Name: Title: Dated: , no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any202___

Appears in 1 contract

Samples: Warrant Agency Agreement (Clip Interactive, LLC)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and 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 Purchasepurchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an ate Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12February 23, 20001996, the Board of Directors of NETsiliconEmisphere Technologies, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend was paid on September 23March 15, 2000 1996 (the "Record Date") to the stockholders of record at the close of business on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 80 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (as amended and restated, the "Rights Agreement") between the Company and Mellon Investor Services, LLC, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 February 23, 2006 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights Right are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, price less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right other than Rights beneficially owned by the Acquiring Person will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall he made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise such number of one one-hundredths of a Preferred Share as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 60% of the then current per share market price of the Company's Common Shares. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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, for consideration consisting of one-half the securities of the Company that would be issuable at an exchange ratio such time upon exercise of one share of Common Stock per Right (subject to adjustment)Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a Person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption Redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after a Distribution Date no such time as anyamendment may adversely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Emisphere Technologies Inc)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C UNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR 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 SHARES OF PREFERRED SHARES STOCK OF XXXXX & XXXXXXXXXX COMPUTER CORPORATION On September 12November 19, 20001998, the Board of Directors of NETsilicon, Inc. Xxxxx & Xxxxxxxxxx Computer Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .20 per share share, of the Company (the "Common Stock") outstanding ). The dividend is payable on September 23November 30, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share share, of the Company (the "Preferred SharesStock"), of the Company, ) at a price of $200.00 60.00 per one one-thousandth of a share of Preferred Share Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 19, 1998, as the same may be amended from time to time (the "Rights Agreement") ), between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (with certain exceptions, an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities shares of the Company Common Stock 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities shares of the Company Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights attached theretoRights. The Rights Agreement provides that, until the Distribution DateDate (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance issuances of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretoRights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close close of Business 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 November 30, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or 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 shares of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then then-current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also is subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Shares Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Share Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $10.00 per share but will be entitled to a quarterly an aggregate dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Shares Stock will be entitled to a minimum preferential 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 aggregate payment made per share of Common Stock. Each share of Preferred Share Stock will have 1,000 votes, voting together with the Common Stock. In Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Share Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Share Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after In the occurrence event that any person or group of affiliated or associated persons becomes an event described in Section 11(a)(ii) Acquiring Person, each holder of the a Right, other than Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an the Acquiring Person (as such terms are defined in the Rights Agreementwhich will thereupon become void), such Rights shall become void, and any holder of such Rights shall will thereafter have no the right to receive upon exercise such Rightsof a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, at any time after a Person becomes 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 power are sold, proper provision provisions 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 of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by any person such Acquiring Person of 50% or group of a majority more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group Acquiring Person which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right (subject to adjustment)Right. 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 shares of Preferred Shares Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depository depositary receipts) ), and in lieu thereof, thereof an adjustment in cash will be made based on the current market price of the Preferred Shares on Stock or the last trading day prior to the date of exerciseCommon Stock. At any time prior to the tenth day following the time any an Acquiring Person becomes an Acquiring Personsuch, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price")) payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. 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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of For so long as the Rights may be amended by the Board of Directors of are then redeemable, the Company without may, except with respect to the consent Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Rights Agreement (Evans & Sutherland Computer Corp)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election 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 completedcompleted in connection with a purported exercise, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Assignment Rights Certificate to be void and not transferable or Election to Purchase will not be honoredexercisable. NETSILICON, MALLINCKRODT GROUP INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES COMMON STOCK On September 12March 19, 20001986, the Board of Directors of NETsilicon, Inc. MALLINCKRODT GROUP INC. (the "Company") declared a dividend distribution of one preferred share purchase right (a "Right") Right for each outstanding share of common stockCommon Stock, $1 par value $.01 per share (the "Common Stock") outstanding ), of the Company. The dividend distribution was effective on September 23March 31, 2000 (the "Record Date") 1986, payable to the stockholders of record on that dateMarch 31, 1986. The terms of the Rights were amended and restated by the Board of Directors of the Company on February 19, 1996 in order to extend the expiration date of the Rights and set a new purchase price per Right. Each Right now entitles the registered record holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, Common Stock at a price of $200.00 ______ per one one-thousandth of a Preferred Share share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a an Amended and Restated Rights Agreement Agreement, dated as of February 19, 1996 (as it may further be amended, the "Rights Agreement") ), between the Company and The First National Bank of Chicago, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, Flip-in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Date referred to below or (ii) 10 the tenth business days day (or such later date as the Board may be determined by action decide) after any person (other than the Company, a wholly-owned Subsidiary of the Board Company or an employee stock ownership or other employee benefit plan of Directors prior to such time as any Person becomes an Acquiring Personthe Company or wholly-owned Subsidiary of the Company) following the commencement of, or announcement of an intention to make, commences a tender offer or exchange offer the consummation of which that would result in the beneficial ownership by such person (together with his affiliates and associates) holding a person or group total of 1530% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedevidenced by the Company's Common Stock certificates. On the date (the "Flip-in Date") when a person (together with his affiliates and associates) has acquired, with respect or has obtained the right to any acquire, 20% or more of the outstanding shares of Common Stock certificates (an "Acquiring Person"), each Right (other than Rights owned by an Acquiring Person, his affiliates or associates or any transferees thereof, each of whose Rights become void) will automatically become a right to buy, at the Purchase Price, that number of shares of Common Stock having a market value of twice the Purchase Price. If a Flip-in Date has occurred, the Board may, under certain circumstances and in lieu of allowing Rights to be exercised, exchange each outstanding as Right (other than Rights that have become void) for one share of Common Stock 2 (or, in certain cases, other securities or assets of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoCompany). The Rights Agreement provides that, until the Distribution DateIn addition, the Rights will be transferred with and only with Company may not consolidate or merge with, or sell 50% or more of its assets or earning power to, any person unless proper provision is made so that each Right would thereafter become a right to buy, at the Common StockPurchase Price, that number of shares of common stock of such person having a market value of twice the Purchase Price. Until the close of business on the Distribution Date (or earlier exchange, redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or February 19, 1996, upon transfer or new issuance of Common Stock issuance, will contain a notation incorporating the Rights Agreement by reference. Until the close of business on the Distribution Date (or earlier exchange, redemption or expiration of the Rights), ) the surrender for transfer of any certificates for shares of the Company's Common Stock outstanding as of certificates, with or without the Record Date, even without such notation or a copy of this Summary of Rights being attached theretoabove notation, will also constitute the transfer of the Rights associated with the Common Stock 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 Company's Common Stock as of the Close close of Business business on the Distribution Date and such separate Right Certificates certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 28, 2006, unless earlier redeemed by the Company as described below. The Purchase Price payable, and the number of Preferred Shares shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesCommon Stock, (ii) upon the grant to record holders of the Preferred Shares Common Stock of certain rights or warrants to subscribe for shares of Common Stock or purchase Preferred Shares convertible securities at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares Common Stock or (iii) upon the distribution to record holders of the Preferred Shares Common Stock of evidences of indebtedness or assets (excluding other than regular periodic cash dividends paid out at a rate not in excess of earnings or retained earnings 200% of the rate of the last such dividend or dividends payable in Preferred SharesCommon Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares shares will be issued (other than fractions which are integral multiples issued. In lieu of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereoffractional shares, an adjustment in cash will be made based on the market price of the Preferred Shares Common Stock on the last trading day date prior to the date of exerciseexercise of the Rights. At any time prior to the tenth day following the time any Person becomes a person shall become an Acquiring Person, the Board of Directors of the Company may elect to redeem the Rights in whole, but not in part, at a price of $0.01 .05 per Right (the "Redemption Price"). The redemption Immediately upon the action 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. Immediately upon any redemption of the Company electing to redeem the Rights, the Company shall make public announcement thereof, and from the time of such announcement, the right to exercise the Rights will terminate and the only right thereafter of the holders of record of Rights will be to receive the Redemption Price, but without any interest thereon. The terms In addition, the Company may suspend the exercisability of the Rights may be amended by for up to 90 days after the Board of Directors of Distribution Date or the Company without the consent of the holders of the RightsFlip-in Date for, except that from and after such time as anyamong other reasons, to comply with federal or state securities laws.

Appears in 1 contract

Samples: Rights Agreement (Mallinckrodt Group Inc)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit B Summary of Rights to Purchase Preferred Shares On July 16, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 20001997, the Board of Directors of NETsiliconTrigon Healthcare, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Class A common stock, par value $.01 0.01 per share share, of the Company (the "Common StockShares") outstanding ). The dividend is payable on September 23July 29, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred StockShare of the Company, no par value $0.01 per share (the "Preferred Shares"), of the Company, ) at a price of $200.00 100 (subject to adjustment as provided in the Rights Agreement) per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Chicago Trust Company of New York, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1510% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person 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 1510% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates Share outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto, in the case of Common Shares for which certificates have been issued, and, in the case of uncertificated Common Shares, by the registration of ownership of Common Shares in the Company's share register. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares, new Common Share certificates issued after the Record Date, in the case of certificated Common shares, and, in the case of uncertificated Common Shares, the initial transaction statement issued with respect to such Common Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, including in the case of certificated Common Shares surrender for transfer of any certificates therefor even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the such Common Stock represented by such certificateShares. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Class A Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Any Rights associated with the Company's Class B Common Shares (if any are outstanding) will be terminated and become null and void on the Distribution Date. The Rights are not exercisable until the Distribution Date. The Rights will expire on July 27, 2007 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, ; (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares Shares; or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemablenonredeemable. Each Preferred Share will have a minimum preferential quarterly dividend rate of $3.00 per share, but will be entitled to a quarterly an aggregate dividend payment of 1,000 100 times the dividend declared per share of on the Common StockShares. In the event of liquidation, the holders of the Preferred Shares will be entitled receive a preferential liquidation payment equal to an aggregate payment the greater of 1,000 $40.00 or 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 10% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons or (ii) 5%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Appears in 1 contract

Samples: Rights Agreement (Trigon Healthcare Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12February 4, 20001997, the Board of Directors of NETsiliconEndoVascular Technologies, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.00001 per share (the "Common StockShares") outstanding on September 23March 4, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 0.00001 per share (the "Preferred Shares"), of the Company, at a price of $200.00 60.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and ChaseMellon Shareholders Services, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% (or, in the case of Osicom Technologies, Inc. (the "a Grandfathered Stockholder"), an additional 130%, or for a Second Tier Grandfathered Stockholder, such greater or lesser amount determined in accordance with the Agreement) or more of the outstanding voting securities of the Company Common Shares 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% (or, in the case of the a Grandfathered Stockholder, an additional 130%, or for a Second Tier Grandfathered Stockholder, such greater or lesser amount determined in accordance with the Agreement) or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. 45 The Rights are not exercisable until the Distribution Date. The Rights will expire on March 3, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 1000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of Right will thereafter have the outstanding Common Stockright to receive, upon the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, exercise thereof at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market then current exercise price of the Preferred Shares on Right, that number of shares of common stock of the last trading day prior to the date of exercise. At any time prior to the tenth day following acquiring company which at the time any Person becomes an Acquiring Person, of such transaction will have a market value of two times the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a exercise price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyof

Appears in 1 contract

Samples: Rights Agreement (Endovascular Technologies Inc)

Signature. -------------------------------------------------------- NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit B Summary of Rights to Purchase Preferred Shares On November 2, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 20002001, the Board of Directors of NETsiliconOptical Cable Corporation, Inc. a Virginia corporation (the "Corporation"), declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, no par value $.01 per share value, of the Corporation (the "Common StockShares") outstanding ). The dividend was payable on September 23November 5, 2000 2001 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company Corporation one one-thousandth of a share of Series A Junior Participating Preferred StockShare of the Corporation, no par value $0.01 per share (the "Preferred Shares"), of the Company, ) at a price of $200.00 25 (subject to adjustment as provided in the Rights Agreement) per one one-one- thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and First Union National Bank as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Corporation prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedrepresented by the certificates for the associated Common Shares. Notwithstanding the foregoing, an "Acquiring Person" does not include (x) the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan; (y) any person who would otherwise be an "Acquiring Person" as of November 2, 2001 unless and until such person, together with all affiliates and associates of such person, shall be the beneficial owner of a percentage of the Common Shares then outstanding equal to the sum of .0001% plus the percentage of Common Shares beneficially owned by such person and all affiliates and associates of such person as of November 2, 2001, provided that the foregoing exclusion will cease to apply with respect to any person at such time as such person, together with all affiliates and associates of such person, ceases to beneficially own 15% or more of the Common Stock certificates outstanding as Shares then outstanding; or (z) any person who would otherwise be an "Acquiring Person" but for the good faith determination by the Board of Directors of the Record DateCompany that such person has become an "Acquiring Person" inadvertently, by provided that such person divests as promptly as practicable a sufficient number of Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will Shares so that such person would no longer be transferred with and only with the Common Stock. an "Acquiring Person." Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating (i) the Rights Agreement by reference. Until will be transferred with and only with the Distribution Date Common Shares, and (or earlier redemption or expiration of the Rights), ii) the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, Shares will also constitute the transfer of the Rights associated with the such Common Stock represented by such certificateShares. As soon as practicable following Following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Corporation's Common Stock Shares as of the Close close of Business business on the Distribution Date and and, thereafter, such separate Right Certificates certificates alone will evidence the Rights. Except in certain limited circumstances, only Common Shares issued prior to the Distribution Date will be issued with associated Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on November 2, 2011, (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Corporation, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, ; (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares Shares; or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemablenonredeemable. Each Preferred Share will have a minimum preferential quarterly dividend rate of $1.00 per share, but will be entitled to a quarterly an aggregate dividend payment of 1,000 times the any dividend declared per share of on the Common StockShares. In the event of liquidation, the holders of the Preferred Shares will be entitled receive a preferential liquidation payment equal to an aggregate payment the greater of $25,000 or 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the a one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at that any time after a Person person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Company Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. In the event that the Corporation is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company Corporation 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 Common Share, or one one- thousandth of a Preferred Share (or of a share of Common Stock a class or series of the Corporation's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the CompanyCorporation, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company Corporation may redeem the Rights in whole, but not in part, at a price of $0.01 .0001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company Corporation without the consent of the holders of the Rights, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, 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 dated November 5, 2001. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. * * * * * *

Appears in 1 contract

Samples: Rights Agreement (Optical Cable Corp)

Signature. NOTICE ------ The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. honored EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES INTRODUCTION On September 12November 13, 20002003, the Board of Directors of NETsiliconGenesis HealthCare Corporation ("GHC"), Inc. a Pennsylvania corporation, declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common Stock") outstanding share. The dividend is payable on September 23December 1, 2000 (the "Record Date") 2003 to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred StockDecember 1, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment2003. The description and terms of the Rights are set forth in a Board has adopted this Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent")to protect stockholders from coercive or otherwise unfair takeover tactics. Until the earlier to occur of (i) the tenth calendar day after In general terms, it works by imposing a public announcement that a significant penalty upon any person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15which acquires 20% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of our outstanding common stock without the outstanding voting securities approval of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoBoard. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred should not interfere with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to approved by the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)Board. With certain exceptions, no adjustment For those interested in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The specific terms of the Rights may Agreement as made between our Company and StockTrans, Inc., as the Rights Agent, on November 18, 2003, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be amended by read together with the Board of Directors entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated November 18, 2003. A copy of the Company without the consent agreement is available free of the holders of the Rights, except that charge from and after such time as anyour Company.

Appears in 1 contract

Samples: Rights Agreement (Genesis Healthcare Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12December 3, 20001996, the Board of Directors of NETsilicon, Covance Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .50 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23December 31, 2000 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 1.00 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 100 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Xxxxxx Trust and Savings Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 December 31, 2006 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $10 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Covance Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election 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 completedcompleted in connection with a purported exercise, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Assignment Rights Certificate to be void and not transferable or Election to Purchase will not be honoredexercisable. NETSILICON, INC. Exhibit C SUMMARY OF FREEPORT-McMoRan SULPHUR INC.'S STOCKHOLDER PROTECTION RIGHTS TO PURCHASE PREFERRED SHARES AGREEMENT On September 12December 16, 20001997, the Board of Directors of NETsiliconFreeport-McMoRan Sulphur Inc., Inc. a Delaware corporation (the "Company"), declared a dividend payable December 22, 1997 of one preferred share purchase right (a "Right") for each outstanding share of common stock, $.01 par value $.01 per share (the "Common Stock") outstanding ), of the Company held of record at the close of business on September 23December 19, 2000 1997 (the "Record DateTime") ), or issued thereafter and prior to the stockholders Separation Time (as here- inafter defined) and thereafter pursuant to options and convertible securities outstanding at the Separation Time. The Rights will be issued pursuant to a Stockholder Protection Rights Agreement, dated as of record on that dateDecember 17, 1997 (the "Rights Agreement"), between the Company and Mellon Securities Trust Company as Rights Agent (the "Rights Agent"). Each Right entitles the its registered holder to purchase from the Company Company, after the Separation Time, one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, $.01 par value ("Participating Preferred Stock"), for $0.01 per share 25.00 (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Exercise Price"), subject to adjustment. The description and terms Rights will be evidenced by the Common Stock certificates until the close of business on the Rights are set forth in a Rights Agreement earlier of (either hereinafter referred to as the "Rights AgreementSeparation Time") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar business day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company may from time to time fix by resolution adopted prior to the Separation Time that would otherwise have occurred) after the date on which any Person (as defined in the Rights Agreement) commences a tender or exchange offer which, if consummated, would result in such Person's becoming an Acquiring Person, as defined below, and (ii) the tenth day after the first date (the "Flip-in Date") of public announcement by the Company that a Person has become an Acquiring Person, other than as a result of a Flip-over Transaction or Event (as defined below); provided that if the foregoing results in the Separation Time being prior to the Record Time, the Separation Time shall be the Record Time; and provided further that if a tender or exchange offer referred to in clause (i) is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares of stock pursuant thereto, such offer shall be deemed never to have been made. An Acquiring Person is any Person having Beneficial Ownership (as defined in the Rights Agreement) of 15% or more of the outstanding shares of Common Stock, which term shall not include (i) Freeport-McMoRan Resource Partners, Limited Partnership ("FRP"), its Affiliates and Associates, but only with respect to the shares of Common Stock Beneficially Owned by FRP, its Affiliates and Associates at the Record Time, (ii) the Company and any wholly-owned subsidiary of the Company, (iii) any Person who shall become the Beneficial Owner of 15% or more of the outstanding Common Stock solely as a result of an acquisition of Common Stock by the Company, until such time as such Person acquires additional Common Stock, other than through a dividend or stock split, (iv) any Person who becomes an Acquiring Person) following the commencement of, Person without any plan or announcement of an intention intent to make, a tender offer seek or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities affect control of the Company if such Person promptly divests sufficient securities such that such 15% or greater Beneficial Ownership ceases, or (v) any Person who Beneficially Owns shares of Common Stock consisting solely of (A) shares acquired pursuant to the earlier grant or exercise of an option granted by the Company in connection with an agreement to merge with, or acquire, the Company at a time at which there is no Acquiring Person, (B) shares owned by such Person and its Affiliates and Associates at the time of such dates being called the "Distribution Date")grant or (C) shares, the Rights will be evidenced, with respect amounting to any less than 1% of the outstanding Common Stock certificates outstanding as Stock, acquired by Affiliates and Associates of such Person after the Record Date, by time of such Common Stock certificate with a copy of this Summary of Rights attached theretogrant. The Rights Agreement provides that, until the Distribution DateSeparation Time, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance Time but prior to the Separation Time shall evidence one Right for each share of Common Stock will represented thereby and shall contain a notation legend incorporating by reference the terms of the Rights Agreement by reference(as such may be amended from time to time). Until Notwithstanding the Distribution Date (or earlier redemption or expiration absence of the Rights)aforementioned legend, the surrender for transfer of any certificates for evidencing shares of Common Stock outstanding as of at the Record Date, even without such notation or a copy Time shall also evidence one Right for each share of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificateevidenced thereby. As soon as practicable Promptly following the Distribution DateSeparation Time, separate certificates evidencing the Rights ("Right Rights Certificates") will be mailed to holders of record of the Common Stock as of at the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the RightsSeparation Time. The Rights are will not be exercisable until the Distribution DateBusiness Day (as defined in the Rights Agreement) following the Separation Time. The Rights will expire on the earliest of (i) the Exchange Time (as defined below), (ii) the tenth anniversary of the Record Time (iii) the date on which the Rights are redeemed as described below and (iv) upon the merger of the Company into another corporation pursuant to an agreement entered into when there is no Acquiring Person (in any such case, the "Expiration Time"). The Purchase Exercise Price payable, and the number of Preferred Shares Rights outstanding, or other in certain circumstances the securities or property issuable, purchasable upon exercise of the Rights Rights, are subject to adjustment from time to time to prevent dilution (i) in the event of a stock Common Stock dividend on, or a subdivision, subdivision or a combination or reclassification into a smaller number of shares of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a priceCommon Stock, or the issuance or distribution of any securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurringrespect of, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise lieu of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of or in exchange for Common Stock. In the event of liquidationthat prior to the Expiration Time a Flip-in Date occurs, the holders Company shall take such action as shall be necessary to ensure and provide that each Right (other than Rights Beneficially Owned on or after the Stock Acquisition Date by the Acquiring Person or any Affiliate or Associate thereof, or by any transferee of any of the Preferred Shares will be entitled foregoing, which Rights shall become void) shall constitute the right to an aggregate payment of 1,000 times purchase from the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votesCompany, voting together upon the exercise thereof in accordance with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) terms of the Rights Agreement, if that number of shares of Common Stock or Participating Preferred Stock of the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date Company having an aggregate Market Price (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder on the date of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes public announcement of an Acquiring Person, 's becoming such (the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so "Stock Acquisition Date") that each holder At any time after any Person becomes an Acquiring Person and prior gave rise to the acquisition by any person or group of a majority of Flip-in Date, equal to twice the outstanding Common StockExercise Price for an amount in cash equal to the then current Exercise Price. In addition, the Board of Directors of the Company may may, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding shares of Common Stock, elect to exchange all (but not less than all) the then outstanding Rights (other than Rights owned Beneficially Owned on or after the Stock Acquisition Date by such person the Acquiring Person or group any Affiliate or Associate thereof, or by any transferee of any of the foregoing, which have Rights become void), in whole or in part, ) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right (subject Right, appropriately adjusted to adjustment). With certain exceptionsreflect any stock split, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to stock dividend or similar transaction occurring after the date of exercisethe Separation Time (the "Exchange Ratio"). At any time prior to the tenth day following the time any Person becomes an Acquiring Person, Immediately upon such action by the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption PriceExchange Time"). 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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and each Right will thereafter represent only the right to receive a number of shares of Common Stock equal to the Exchange Ratio. Whenever the Company shall become obligated under the preceding paragraph to issue shares of Common Stock upon exercise of or in exchange for Rights, the Company, at its option, may substitute therefor shares of Participating Preferred Stock, at a ratio of one one-hundredth of a share of Participating Preferred Stock for each share of Common Stock so issuable. In the event that prior to the Expiration Time the Company enters into, consummates or permits to occur a transaction or series of transactions after the time an Acquiring Person has become such in which, directly or indirectly, (i) the Company shall consolidate or merge or participate in a binding share exchange with any other Person if, at the time of the consolidation, merger or share exchange or at the time the Company enters into an agreement with respect to such consolidation, merger or share exchange, the Acquiring Person controls the Board of Directors of the Company and any term of or arrangement concerning the treatment of shares of capital stock in such merger, consolidation or share exchange relating to the Acquiring Person is not identical to the terms and arrangements relating to other holders of Common Stock or (ii) the Company shall sell or otherwise transfer (or one or more of its subsidiaries shall sell or otherwise transfer) assets (A) aggregating more than 50% of the assets (measured by either book value or fair market value) or (B) generating more than 50% of the operating income or cash flow, 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) or to two or more such Persons which are affiliated or otherwise acting in concert, if, at the time of such sale or transfer of assets or at the time the Company (or any such subsidiary) enters into an agreement with respect to such sale or transfer, the Acquiring Person controls the Board of Directors of the Company (a "Flip-over Transaction or Event"), the Company shall take such action as shall be necessary to ensure, and shall not enter into, consummate or permit to occur such Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the Person engaging in such Flip-over Transaction or Event or the parent corporation thereof (the "Flip-over Entity"), for the benefit of the holders of the Rights, providing, that upon consummation or occurrence of the Flip-over Transaction or Event (i) each Right shall thereafter constitute the right to purchase from the Flip-over Entity, upon exercise thereof in accordance with the terms of the Rights Agreement, that number of shares of common stock of the Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the then current Exercise Price and (ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to the Rights Agreement. For purposes of the foregoing description, the term "Acquiring Person" shall include any Acquiring Person and its Affiliates and Associates counted together as a single Person. The Board of Directors of the Company may, at its option, at any time prior to the close of business on the Flip-in Date, redeem all (but not less than all) the then outstanding Rights at a price of $.01 per Right (the "Redemption Price"), as provided in the Rights Agreement. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, without any further action and without any notice, the right to exercise the Rights will terminate and each Right will thereafter represent only the right to receive the Redemption Price in cash for each Right so held. The Company and the Rights Agent may amend the Rights Agreement without the approval of any holders of Rights (i) prior to the close of business on the Flip-in Date, in any respect and (ii) after the close of business on the Flip-in Date, to make any changes that the Company may deem necessary or desirable and which shall not materially adversely affect the interests of the holders of Rights will generally or in order to cure any ambiguity or to correct or supplement any provision which may be inconsistent with any other provision or otherwise defective. The holders of Rights will, solely by reason of their ownership of Rights, have no rights as stockholders of the Company, including, without limitation, the right to vote or to receive the Redemption Pricedividends. The terms Rights will not prevent a takeover of the Company. However, the Rights may be amended cause substantial dilution to a person or group that acquires 15% or more of the Common Stock unless the Rights are first redeemed by the Board of Directors of the Company without Company. Nevertheless, the consent Rights should not interfere with a transaction that is in the best interests of the holders Company and its stockholders because the Rights can be redeemed on or prior to the close of business on the RightsFlip-in Date, except that from and after before the consummation of such time as anytransaction.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Freeport McMoran Sulphur Inc)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED PREFERENCE SHARES On September 12December 11, 20001996, the Board of Directors of NETsilicon, Inc. Southern New England Telecommunications Corporation (the "Company") declared a dividend of one preferred preference share purchase right (a "Right") for each outstanding share of common stock, par value $.01 1.00 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23January 27, 2000 1997 (the "Record Date") to the stockholders shareholders of record on that date. Each Upon the earlier of (i) the expiration of rights issued pursuant to the Rights Agreement dated as of February 11, 1987 between the Company and State Street Bank and Trust Company (the "Prior Rights Agreement") or (ii) the redemption of the rights as provided in the Prior Rights Agreement (the earlier of such dates referred to as the "Effective Date"), each Right entitles shall entitle the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Preference Stock, par value $0.01 1.00 per share (the "Preferred Preference Shares"), of the Company, Company at a price of $200.00 per one one-thousandth of a Preferred Share 180 (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth described in a Rights Agreement (the "Rights Agreement") between the Company and State Street Bank and Trust Company as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached theretoattached. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation reference incorporating the Rights Agreement by referenceAgreement. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a an attached copy of this Summary of Rights being attached theretoRights, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificateShares being transferred. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 February 11, 2007 (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 Preferred 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 stock dividend on, or a subdivision, combination or reclassification of, the Preferred Preference Shares, (ii) upon the grant to holders of the Preferred Preference Shares of certain rights or warrants to subscribe for or purchase Preferred Preference Shares at a price, or securities convertible into Preferred Preference Shares with a conversion price, less than the then then-current market price of the Preferred Preference Shares or (iii) upon the distribution to holders of the Preferred Preference Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Preference Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Preference Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Preference Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Preference Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Preference Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Preference Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Preference Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Preference Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Preference Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will there after have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preference Share (or of a share of Common Stock a class or series of the Company's preference stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Preference Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Preference Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Preference Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial own ership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the 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 dated December 13, 1996. 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Southern New England Telecommunications Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit B Summary of Rights to Purchase Preferred Shares On May 30, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 20002001, the Board of Directors of NETsiliconSmithfield Foods, Inc. Inc., a Virginia corporation (the "Company"), declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 0.50 per share share, of the Company (the "Common StockShares") outstanding ). The dividend was payable on September 23May 31, 2000 2001 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-one- thousandth of a share of Series A Junior Participating Preferred StockShare of the Company, $1.00 par value $0.01 per share (the "Preferred Shares"), of the Company, ) at a price of $200.00 180 (subject to adjustment as provided in the Rights Agreement) per one one-one- thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, as amended (the "Rights Agreement") ), between the Company and Computershare Investor Services, LLC, a Delaware limited liability company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates Shares outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto, in the case of Common Shares for which certificates have been issued, and, in the case of uncertificated Common Shares, by the registration of ownership of Common Shares in the Company's share register. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares, new Common Share certificates issued after the Record Date, in the case of certificated Common shares, and, in the case of uncertificated Common Shares, the initial transaction statement issued with respect to such Common Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, including in the case of certificated Common Shares surrender for transfer of any certificates therefor even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the such Common Stock represented by such certificateShares. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock Shares as of the Close close of Business 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 31, 2011 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyPreferred

Appears in 1 contract

Samples: Rights Agreement (Smithfield Foods Inc)

Signature. 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 Right Certificate.) To: MEDCATH INCORPORATED The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated:___________________________, 1996 ____________________________ Signature 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. Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature _____________________________________________________________ NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12October 2, 20001996, the Board of Directors of NETsilicon, Inc. MedCath Incorporated (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23October 28, 2000 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 120 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Union National Bank of North Carolina, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 October 15, 2006 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $120 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Medcath Inc)

Signature. NOTICE ------ The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT B REGAL-BELOIT CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED COMMON SHARES On September 12January 28, 2000, the Board of Directors of NETsilicon, Inc. Regal-Beloit Corporation (the "Company") declared a dividend of one preferred common share purchase right (a "Right") for each outstanding share of common stock, $.01 par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23February 25, 2000 to the shareholders of record on that date (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth half of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Companyone Common Share, at a price of $200.00 60 per one Common Share (equivalent to $30 for each one-thousandth half of a Preferred Share Common Share), subject to adjustment (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of Common Shares (the Company "Shares Acquisition Date") or (ii) 10 business days (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoShare certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretonotation, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 January 28, 2010 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company, or the Rights Agreement is amended, in each case as described below. The Purchase Price payable, and the number of Preferred Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Common Shares, (ii) upon the grant to holders of the Preferred Common Shares of certain rights or warrants to subscribe for or purchase Preferred Common Shares at a price, or securities convertible into Preferred Common Shares with a conversion price, less than the then current market price of the Preferred Common Shares or (iii) upon the distribution to holders of the Preferred Common Shares of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Common Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to that any person becomes an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. Acquiring Person (a "Flip-In the event of any merger, consolidation or other transaction in which Common Stock are exchangedEvent"), each Preferred Share will be entitled to receive 1,000 times the amount received per share holder of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (except as such term is defined otherwise provided in the Rights Agreement) acquired will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances cash, property or other securities of the Company or a reduction in the Purchase Price) having a market value of two times the then current Purchase Price. Notwithstanding any of the foregoing, following the occurrence of a Flip-In Event all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, or subsequently become beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person, such Rights shall become related persons and transferees will be null and void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Personfollowing the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of its consolidated assets or earning power are soldsold (the events described in clauses (i) and (ii) are herein referred to as "Flip-Over Events"), proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior holders of Rights (except as otherwise provided in the Rights Agreement) will thereafter have the right to receive, upon the acquisition by any person or group exercise thereof at the then current Purchase Price, that number of a majority shares of common stock of the outstanding Common Stock, acquiring company which at the Board time of Directors such transaction will have a market value of two times the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)then current Purchase Price. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Common Shares will be issued (other than fractions which are integral multiples issued. In lieu of one fractional Common Shares equal to one-thousandth half of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereofCommon Share or less, an adjustment in cash will be made based on the market price of the Preferred Common Shares on the last trading day prior to the date of exercise. No Rights may be exercised that would entitle the holder thereof to any fractional Common Share greater than one-half of a Common Share unless concurrently therewith such holder purchases an additional fraction of a Common Share which when added to the number of Common Shares to be received upon such exercise, equals an integral number of Common Shares. The Purchase Price is payable by certified check, cashier's check, bank draft or money order or, if so provided by the Company, the Purchase Price following the occurrence of a Flip-In Event and until the first occurrence of a Flip-Over Event may be paid in Common Shares having an equivalent value. At any time after a person becomes an Acquiring Person and prior to the acquisition by such Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by any Acquiring Person which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). At any time prior to the tenth day following the time any Person becomes a person becoming an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Other than amendments that would change the Redemption Price or move to an earlier date the expiration of the Rights, the terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to (i) change the Purchase Price or (ii) lower the threshold for exercisability of the Rights from 15% to not less than 10%, with appropriate exceptions for any person then beneficially owning a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold, except that from and after the Distribution Date no such time amendment may adversely affect the interests of the holders of the Rights. The Rights may also be amended to extend the expiration date thereof. Until a Right is exercised, the holder thereof, as anysuch, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. The Company will file a copy of the Rights Agreement with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A filed with respect to the Rights. A copy of the Rights Agreement is also 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Regal Beloit Corp)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12October 4, 20001998, the Board of Directors of NETsilicon, Inc. VERITAS Software Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable to stockholders of record on September 23October 16, 2000 1998 (the "Record Date"). In addition, one Right shall be issued with each Common Share that becomes outstanding (i) between the Record Date and the earliest of the Distribution Date (as defined below), the date the Rights are redeemed and the date the Rights expire or (ii) following the Distribution Date and prior to the stockholders date the Rights are redeemed and the date the Rights expire, pursuant to the exercise of record on that datestock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Corporation, which options or securities were outstanding prior to the Distribution Date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 0.001 per share (the "Preferred Shares"), of the Company, at a price of $200.00 300.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "ChaseMellon Shareholder Services, L.L.C., as Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement or disclosure that a person or group of affiliated or associated persons (an "Acquiring Person") ), has acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such the time as any Person a person or group becomes an Acquiring Person) ), following the commencement of, or announcement of an intention to make, make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate Share certificates with a copy of this Summary of Rights attached thereto. Seagate Technology, Inc. and its affiliates will not be an "Acquiring Person" as a result of entering into or acquiring Company Shares under an agreement between the Company and Seagate. No person or group shall become an Acquiring Person if the Board of Directors of the Company determines in good faith that a person or group who would otherwise be an Acquiring Person has become such inadvertently, and such person or group as promptly as practicable takes such actions as may be necessary so that such person or group would no longer be considered an Acquiring Person. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close of Business on the Distribution Date and such separate Right Certificates certificates alone will evidence the Rights. If Common Shares are issued or sold after the Distribution Date (but prior to the redemption or expiration of the Rights) in connection with the exercise of stock options or upon the exercise, conversion or exchange of other securities of the Company outstanding prior to the Distribution Date, the Company shall issue the appropriate number of Rights in connection with such issuance or sale. The Rights are not exercisable until the Distribution Date. The Rights will expire on October 5, 2008, unless the 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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 100 times the dividend declared per share of Common StockShare. In the event of liquidation, each Preferred Share will be entitled to a $1.00 preference, and thereafter the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at that any time after a Person person or group becomes an Acquiring Person, unless the Company event causing the person or group to become an Acquiring Person is acquired in a merger merger, acquisition or other business combination transaction described in the next paragraph, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right on the terms and conditions set forth in the Rights Agreement. If the Company does not have authorized but unissued Common Shares sufficient to satisfy such obligation to issue Common Shares, the Company is obligated to deliver upon payment of the exercise price of a Right an amount of cash or other securities equivalent in value to the Common Shares issuable upon exercise of a Right. In the event that any person or group becomes an Acquiring Person and the Company merges into or engages in certain other business combination transactions with an Acquiring Person, or 50% or more of its consolidated assets or earning power are soldsold to an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights owned by an Acquiring Person, will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. At any time after any Person person becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become voidthe Acquiring Person), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the such time any Person as a person or group becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a redemption price of $0.01 0.001 per Right (the "Redemption Price")Right. 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. After the period for redemption of the Rights has expired, the Board may not amend the Rights Agreement to extend the period for redemption of 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 Priceredemption price. The terms of the Rights may be amended by a resolution of the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person or group becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights (other than an Acquiring Person). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder 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 dated October [__], 1998. 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Veritas Software Corp)

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12August 20, 20001999, the Board of Directors of NETsilicon, Inc. Chesapeake Utilities Corporation (the "Corporation") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 0.48 2/3 per share (the a "Common StockShare") outstanding ), of the Corporation. The dividend is payable to the stockholders of record on September 233, 2000 1999 (the "Record Date"). One Right also will be issued with each Common Share issued thereafter until the Distribution Date (as defined below) to and, in certain circumstances, with each Common Share issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one Corporation one-thousandth fiftieth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Corporation at a price of $200.00 54.56 per one one-thousandth fiftieth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"), dated as of August 20, 1999. Until RIGHTS ARE EVIDENCED BY COMMON SHARE CERTIFICATES UNTIL DISTRIBUTION DATE Initially, the earlier Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (i) the tenth calendar day after date of a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (except pursuant to a tender or exchange offer that is for all outstanding Common Shares at a price and on terms which a majority of the Company members of the Board of Directors who are not employees of the Corporation and who are not affiliated with the Acquiring Person (as defined below) determines to be adequate and in the best interests of the Corporation and its stockholders other than such Acquiring Person and its affiliates and associates (a "Permitted Offer") 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 becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (as hereinafter defined) (the earlier earliest of such dates being called the "Distribution Date"), . A person or group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a person or group becomes an Acquiring Person is the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record "Shares Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. ." The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even with or without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain Common Shares issued after 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Rights Agreement (Chesapeake Utilities Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12May 26, 20001998, the Board of Directors of NETsilicon, Inc. Louisiana-Pacific Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockstock of the Company, par value $.01 1.00 per share (the "Common StockShares") outstanding ). The dividend is payable on September 23June 6, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 1.00 per share share, of the Company, (the "Preferred Shares"), of the Company, at a price of $200.00 100 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Chicago Trust Company of New York as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 June 6, 2008 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, ; (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares Shares; or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights Rights, in whole, whole but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors Directors, in its sole discretion discretion, may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder 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 dated May 26, 1998. 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (Louisiana Pacific Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED PREFERENCE SHARES On September 12December 11, 20001995, the Board of Directors of NETsilicon, Pitney Xxxxx Inc. (the "Company") declared a dividend of one preferred preference share purchase right (a "Right") for each outstanding share of common stock, par value $.01 2.00 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23February 20, 2000 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth one- hundredth of a share of Series A Junior Participating Preferred Preference Stock, without par value $0.01 per share (the "Preferred Preference Shares"), of the Company, Company at a price of $200.00 195.00 per one one-thousandth one- hundredth of a Preferred Preference Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Chemical Mellon Shareholder Services, L.L.C. as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ben- eficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement announce- ment of an intention to make, a tender offer or exchange offer of- fer the consummation of which would result in the beneficial ownership by a person or group of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company out- standing Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedevi- denced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate Share cer- tificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDis- tribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating incor- porating the Rights Agreement by reference. Until the Distribution Dis- tribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached at- tached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Distribu- tion Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Distri- bution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Distribu- tion Date. The Rights will expire on February 20, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or ex- changed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Pre- xxxxxxx Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Preference Shares, (ii) upon the grant to holders of the Preferred Pre- xxxxxxx Shares of certain rights or warrants to subscribe for or purchase Preferred Preference Shares at a price, or securities convertible con- vertible into Preferred Preference Shares with a conversion price, less than the then then-current market price of the Preferred Preference Shares or (iii) upon the distribution to holders of the Preferred Preference Shares of evidences of indebtedness or assets (excluding regular reg- ular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Preference Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Preference Share issuable upon exercise exer- cise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend divi- dend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisionssubdi- visions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Preference Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Preference Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Preference Shares will be entitled to a minimum preferential liquidation pay- ment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Preference Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation con- solidation or other transaction in which Common Stock Shares are exchanged, each Preferred Preference Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Preference Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Preference Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will there- after be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-hundredth of a Preference Share (or of a share of Common Stock a class or series of the Company's preference stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Pur- chase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Preference Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Preference Share, which may, at the election of the CompanyCom- pany, be evidenced by depository depositary receipts) and in lieu thereofthere- of, an adjustment in cash will be made based on the market price of the Preferred Preference Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial own- ership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions condi- tions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Redemp- tion Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders hold- ers of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the out- standing Common Shares then known to the Company to be ben- eficially owned by any person or group of affiliated or asso- ciated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated per- sons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to re- ceive dividends.

Appears in 1 contract

Samples: Rights Agreement (Pitney Bowes Inc /De/)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED SHARES STOCK On September 12May 4, 20001999, the Board of Directors of NETsiliconStarMedia Network, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share Common Stock (the "Common Stock") outstanding on September 23), 2000 par value $.001 per share, of the Company. The dividend is payable upon the consummation of the Company's initial public offering (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $0.01 .001 per share (the "Series A Preferred SharesStock"), of the Company, Company at a price per Unit equal to the product of $200.00 per one one-thousandth four times the average daily closing price of a Preferred Share the Common Stock for the first five days of trading subsequent to the consummation of the initial public offering of the Common Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of May __, 1999 (the "Rights Agreement") between the Company and [NAME OF RIGHTS AGENT], as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after close of business on the first date of a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Stock 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock 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 shares of Common Stock Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Rights Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on May __, 2009 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of Units of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Units of Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Shares Stock at a price, or securities convertible into Units of Preferred Shares Stock with a conversion price, less than the then current market price of the Units of Preferred Shares Stock or (iii) upon the distribution to holders of the Units of Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths Units of a Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Units of Preferred Shares Stock purchasable upon exercise of the Rights will not be redeemable. Each Unit of Preferred Share Stock will be entitled to a quarterly dividend payment of 1,000 times the equal to any dividend declared per share of Common Stock. In the event of liquidation, the holders each Unit of the Preferred Shares Stock will be entitled to an aggregate a payment of 1,000 times the aggregate equal to any payment made per share of Common Stock. Each Unit of Preferred Share Stock will have 1,000 votesone vote, voting together with the Common Stock. In Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Share Stock will be entitled to receive 1,000 times an amount equal to the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a each Unit of Preferred Share Stock purchasable upon exercise of each Right the Rights should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Personthe Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are soldsold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Rights, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Rights. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding shares of Common Stock proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of Common Stock or Units of Preferred Stock (or cash, other securities or property) having a market value of two times the exercise price of the Rights. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding shares of Common Stock and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange all or part of the Rights (other than Rights owned by such person or group which have become void), in whole or in part, ) for Units of Preferred Stock at an exchange ratio of one share of Common Stock per Right (subject to adjustment)) which shall equal, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then current per share market price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer is announced by any Person, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding. 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 shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Units of Preferred Shares Stock on the last trading day prior to the date of exercise. At any time prior to before the tenth close of business on the date a person or group of affiliated or associated persons acquire beneficial ownership of 15% or more of the outstanding Common Stock or within ten (10) business days after the announcement of a tender or exchange offer (unless the Board of Directors extend such ten-day following the time any Person becomes an Acquiring Personperiod), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (the "Redemption Price"). The redemption of the Rights rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Agreement. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, Rights except that from and after a Distribution Date no such time amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as anysuch, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company on terms not approved by the Company's Board of Directors, except pursuant to an offer conditioned on a substantial number of rights being acquired. The Rights should not interfere with any merger or other business combination approved by the Board of Directors because the Rights may be redeemed by the Company at the Redemption Price prior to the occurrence of a Distribution Date.

Appears in 1 contract

Samples: Rights Agreement (Starmedia Network Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. CORVEL CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12February 11, 20001997, the Board of Directors of NETsilicon, Inc. CorVel Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 0.0001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23February 28, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 0.0001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 125 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 11, 1997 (the "Rights Agreement") between the Company and U.S. Stock Transfer Corporation, as Rights Agents Agent (the "Rights Agent")) and are summarized below. Until the earlier to occur of (i) 10 days following the tenth calendar day after a date of public announcement by the Company or an Acquiring Person that a any person or group of affiliated or associated persons have become an Acquiring Person (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"as such term is defined below), an additional 1%, or more of the outstanding voting securities of the Company 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 person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of associated persons of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the Company's outstanding voting securities Common Shares, or (iii) 10 days following the date on which a majority of the Continuing Directors (as such term is defined in the Rights Agreement), in good faith, informs the Company by written notice of the existence of an Acquiring Person (the earlier earliest of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Rights Agreement (Corvel Corp)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12May 7, 20001998, the Board of Directors of NETsiliconLee Enterprises, Inc. Incorporated (the "Company") declared a dividend of xx one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 2.00 per share (the "Common Stock") outstanding ), and Class B common stock, par value $2.00 per share ("Class B Common Stock"), of the Company. Shares of Common Stock and Class B Common Stock are referred to herein as "Common Shares." The dividend is payable on September 23May 29, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Convertible Preferred Stock, without par value $0.01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 150 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The First Chicago Trust Company of New York, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 31, 2008 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1,000 per share but will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votesone vote, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 share Common Share or one one-thousandth of Common Stock a Preferred Share per Right (subject to adjustment)Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Lee Enterprises Inc)

Signature. NOTICE ------ The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C --------- SUMMARY OF RIGHTS TO PURCHASE SERIES ONE PREFERRED SHARES On September 12July 25, 20001997, the Board of Directors of NETsilicon, Inc. declared NABI (the "Company") adopted a Shareholder Rights Plan pursuant to which a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .10 per share (the "Common StockShares") outstanding ), of the Company will be distributed to the stockholders of record as of the close of business on September 23August 27, 2000 1997 (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating One Preferred Stock, par value $0.01 .10 per share (the "Series One Preferred Shares"), of the Company, at a price of $200.00 70.00 per one one-thousandth one- hundredth of a Series One Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Registrar and Transfer Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares 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 person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Rights Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on the close of business on August 1, 2007 (the "Final Expiration Date"), unless the Rights are earlier redeemed by the Company, as described below. The Purchase Price payable, and the number of Series One Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series One Preferred Shares, (ii) upon the grant to holders of the Series One Preferred Shares of certain rights or warrants to subscribe for or purchase Series One Preferred Shares at a price, or securities convertible into Series One Preferred Shares with a conversion price, less than the then current market price of the Series One Preferred Shares Shares, or (iii) upon the distribution to holders of the Series One Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Series One Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Series One Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Series One Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Series One Preferred Share will be entitled to a quarterly dividend payment equal to the greater of 1,000 (a) $1.00 or (b) 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Series One Preferred Shares will also be entitled to an aggregate a preferential payment equal to the greater of 1,000 (a) $1.00 per share plus all accrued and unpaid dividends, whether or not declared, and (b) 100 times the aggregate payment made per share of Common StockShare. Each Series One Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Series One Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Series One Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Series One Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after following the date of the first public announcement that a Person becomes person has become an Acquiring PersonPerson (the "Shares Acquisition Date"), the Company is acquired in a merger or other business combination transaction or 50% or more of the value of its consolidated assets or earning power are soldsold or otherwise transferred, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person (unless such person first acquires 15% or more of the outstanding Common Shares by a purchase pursuant to a tender offer for all of the Common Shares for cash, which purchase increases such person's beneficial ownership to 90% or more of the outstanding Common Shares), proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Series One Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Series One Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Series One Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Series One Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following close of business on the time any Person becomes an Acquiring PersonShares Acquisition Date (but not thereafter), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The Subject to the foregoing, 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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after the Shares Acquisition Date no such time amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as anysuch, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Appears in 1 contract

Samples: Rights Agreement (Nabi /De/)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) ), and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12December 2, 20002003, the Board of Directors of NETsilicon, Inc. TVI Corporation (the "Corporation") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, $.01 par value $.01 per share (the "Common Stock") outstanding ), of the Corporation. The dividend is payable to stockholders of record on September 23December 3, 2000 2003 (the "Record Date"), and with respect to Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to Common Stock issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company Corporation one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, $0.01 par value $0.01 per share (the "Preferred Shares"), of the Company, Corporation at a price of $200.00 6.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and Securities Transfer Corporation, as Rights Agents Agent (the "Rights Agent")) dated as of December 2, 2003. Until Initially, the earlier Rights will be attached to all certificates representing Common Stock then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) the tenth calendar day ten (10) days after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the Corporation's outstanding voting securities of the Company Common Stock (except pursuant to a Permitted Offer, as hereinafter defined); or (ii) 10 business days ten (10) Business Days (as defined in the Rights Agreement) (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 Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (as hereinafter defined) (the earlier earliest of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any . A person or group whose acquisition of the Common Stock certificates outstanding as of causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a person or group becomes an Acquiring Person is the Record "Shares Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. ." The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only solely with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance issuances of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without if such notation or a copy of this the Summary of Rights being is not attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights Date and will expire at the close of business on The Purchase Price payableDecember 1, 2013, unless earlier redeemed by the Corporation as described below. If any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding Common Stock at a price and on terms which a majority of members of the Board of Directors (who are not also officers of the Corporation or an Acquiring Person or affiliate or associate thereof) determines to be adequate and in the best interests of the Corporation and its stockholders, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive upon exercise the number of shares of Common Stock (or, in certain circumstances, one one-hundredths of a share of Preferred Shares or other securities of the Corporation) having a market value (immediately before such triggering event) equal to two times the exercise price of the Right. At such time, all Rights that are beneficially owned by the Acquiring Person or property issuableany affiliate, associate or transferee thereof will be null and void. If at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding Common Shares immediately before the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power are sold or transferred, in either case with or to an Acquiring Person or any affiliate or associate or any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or, if in such transaction all holders of Common Stock are not treated alike, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right only to the extent that the Flip-In Right has not previously been exercised. The Purchase Price payable and the number of Preferred Shares, shares of Common Stock or other securities issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, of the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, price (or securities convertible into Preferred Shares with a conversion priceprice as the case may be), less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to before the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1.00 per share but, if greater, will be entitled to an aggregate dividend per share of 100 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate a minimum preferential liquidation payment of 1,000 times $100.00 per share, plus accrued and unpaid dividends; thereafter, and after the aggregate holders of the Common Stock receive a liquidation payment made of $1.00 per share (as adjusted), the holders of the Preferred Shares and the holders of the Common Stock will share the remaining assets in the ratio of 100 to 1 (as adjusted) for each Preferred Share and share of Common StockStock so held, respectively. Each Preferred Share will have 1,000 votesFinally, voting together with the Common Stock. In in the event of any merger, consolidation or other transaction in which Common Stock are is exchanged, each Preferred Share will be entitled to receive 1,000 100 times EXHIBIT C TO STOCKHOLDER RIGHTS AGREEMENT the amount received per share of Common Stock. These The rights are protected by customary antidilution provisions. Because In the event that the amount of accrued and unpaid dividends on the nature Preferred Shares is equivalent to six full quarterly dividends or more (whether or not consecutive), the holders of the Preferred Shares' dividendShares shall have the right, liquidation and voting rightsas a class, to elect two directors until all cumulative dividends on the value of Preferred Shares have been paid through the last quarterly dividend payment date or until non-cumulative dividends have been paid regularly for at least one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)year. With certain exceptions, no adjustment in to the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are one one-hundredth or integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the CompanyCorporation, be evidenced by depository receipts) and in lieu thereof, an adjustment a payment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to Trading Day (as defined in the Rights Agreement) before the date of exercise. At any time prior before the earlier to the tenth day following the time any Person becomes occur of (i) a person becoming an Acquiring Person, (ii) the Board of Directors expiration of the Company Rights, or (iii) in certain circumstances, after the Shares Acquisition Date, the Corporation may redeem all but not less than all of the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price")) which redemption shall be effective upon the action of the Board of Directors. The redemption All of the provisions 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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights Agreement may be amended by the Board of Directors of the Company without Corporation before the consent Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except that from and after such or, subject to certain limitations, to shorten or lengthen any time as anyperiod under the Rights Agreement. EXHIBIT C TO STOCKHOLDER RIGHTS AGREEMENT

Appears in 1 contract

Samples: Stockholder Rights Agreement (Tvi Corp)

Signature. NOTICE Notice The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Right Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C --------- SEATTLE FILMWORKS, INC. 0000 00xx Xxxxxx Xxxx Xxxxxxx, XX 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP PREFERRED SHARES On September 12, 2000, the The Board of Directors (the "Board") of NETsiliconSeattle FilmWorks, Inc. (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share Common Stock (the "Common Stock") outstanding of the Corporation. The dividend is payable to the shareholders of record on September 23December 27, 2000 1999 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company Corporation one one-thousandth (1/1000th) of a share of Series A Junior Participating RP Preferred Stock, $.01 par value $0.01 per share (the "Preferred SharesStock"), of the Company, Corporation at a price of $200.00 22.00 per one one-thousandth (1/1000th) of a share of Preferred Share Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and ChaseMellon Shareholder Services L.L.C., as Rights Agents Agent (the "Rights Agent"), dated as of December 16, 1999. Until Initially, the earlier Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired having acquired, without the prior approval of the Corporation's Board of Directors, beneficial ownership of securities which represent 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the voting power (the "Voting Power") of the then outstanding voting securities of the Company Corporation (except pursuant to a Permitted Offer, as hereinafter defined) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, affiliated or associated persons becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called as hereinafter defined) (the "Distribution Date"), . A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing 15% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreement, then such security holder will not be evidenced, deemed an Acquiring Person with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretosecurities. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of shares of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") Certificates will be mailed to the holders of record of the shares of Common Stock as of the Close of Business (as defined in the Rights Agreement) on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution DateDate and will expire at the close of business on December 27, 2009, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will expire on continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Shares Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of shares of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of shares of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Share Stock will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share but, if greater, will be entitled to an aggregate dividend per share of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of shares of the Preferred Shares Stock will be entitled to a minimum preferential liquidation payment per share in an aggregate payment amount equal to the greater of $22.00 or 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 votes(subject to certain adjustments for stock splits, voting together stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. In Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Share Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because In the event that the amount of accrued and unpaid dividends on the nature Preferred Stock is equivalent to six full quarterly dividends or more, the holders of shares of the Preferred Shares' dividendStock shall have the right, liquidation and voting rightsas a class, to elect two directors in addition to the value directors elected by the holders of shares of the Common Stock until all cumulative dividends on the Preferred Stock have been paid or set apart for payment through the last quarterly dividend payment date. No fractional shares of Preferred Stock will be issued (other than fractions which are one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value (1/1000th), or integral multiples of one one-thousandth (1/1000th) of a share of Common Preferred Stock. From and after , which may, at the occurrence of an event described in Section 11(a)(ii) election of the Rights AgreementCorporation, if the Rights be evidenced by this Right Certificate are or were at any time depositary receipts) and in lieu thereof, an adjustment in cash will be made based on or after the earlier market price of (x) the Preferred Stock on the last trading day prior to the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)exercise. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes earlier to occur of (i) a person becoming an Acquiring PersonPerson or (ii) the expiration of the Rights, and under certain other circumstances, the Board of Directors of the Company Corporation may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $0.01 .001 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. The Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights may be made effective at such timeAgent, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption all of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms provisions of the Rights Agreement may be amended by the Board of Directors of the Company without Corporation prior to the consent Distribution Date, except that the affirmative vote of the holders of a majority of the then outstanding Rights (excluding Rights which have become void in accordance with the Rights Agreement) will be required (i) to increase the Purchase Price, to reduce the price at which the Rights may be redeemed and/or to amend, in a manner adverse to the interests of the holders of Rights, except that from the exchange ratio of rights for shares of Common Stock and after such time as any(ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respect.

Appears in 1 contract

Samples: Rights Agreement (Seattle Filmworks Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12________________, 20002001, the Board of Directors of NETsiliconExpressJet Holdings, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockClass A Common Stock, par value $.01 per share (the "Class A Common Shares"), and Class B Common Stock, par value $.01 per share (the ") Class B Common Shares" and, together with the Class A Common Shares, the "Common Shares"), outstanding on September 23__________ ____, 2000 2001 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 _______ per one one-thousandth of a Preferred Share (the "Purchase Exercise Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Mellon Investor Services LLC, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of Common Shares representing 15% or more (or, in if such person is an Institutional Investor (as defined herein), 20% or more) of the case total number of Osicom Technologiesvotes entitled to be cast by the holders of the Common Shares then outstanding, Inc. taking into account the operation of Article Four or Article Eight of the Company's Restated Certificate of Incorporation and related provisions of the Company's bylaws (the "Grandfathered StockholderVoting Power"), an additional 1%, or more of the outstanding voting securities of the Company 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 person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of Common Shares representing 15% or more (or, in the case if such person is an Institutional Investor, 20% or more) of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities Voting Power of the Company outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Rights Agreement (Expressjet Holdings Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12June 27, 20002005, the Board of Directors of NETsilicon, Inc. declared a dividend the Company (the "Board of Directors") authorized and directed the issuance of one preferred share purchase right (a "Right") for each outstanding share of common stockClass A Common Stock, par value $.01 .001 per share, of the Company ("Class A Shares"), and each outstanding share of Class B Common Stock, par value $.001 per share, of the Company ("Class B Shares" and together with the Class B Shares, the "Common StockShares") ), that shall become outstanding on September 23between June 27, 2000 2005 (the "Record Date") to and the stockholders earliest of record on that datethe Distribution Date, the Redemption Date or the Final Expiration Date (each capitalized term as hereinafter defined). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of a series of preferred stock, designated as Series A Junior Participating Preferred Stock, par value $0.01 .001 per share (the "Preferred SharesStock"), of the Company, ) at a price of $200.00 100.00 per one one-thousandth of a Preferred Share share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Bank of New York, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that that, without the prior consent of the Board of Directors, a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, or more of the Voting Power of the outstanding Common Shares (or an additional 5% or more of the Voting Power of the outstanding Common Shares in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, any Acquiring Person who beneficially owns 15% or more of the outstanding voting securities Voting Power of the Company outstanding Common Shares as of the Record Date) 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 person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities the Voting Power of the Company outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoShare certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business 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 October 28, 2014 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of one one-thousandth shares of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights associated with each Common Share and the number voting and economic rights of each one one-thousandths thousandth of a share of Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable In the event that any person becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be null and void), will thereafter have the right to receive upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend Right and payment of 1,000 times the dividend declared per share then current Purchase Price that number of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in thousandths of a share of Preferred Share purchasable upon exercise of each Right should approximate the Stock having a market value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rightstwo times that Purchase Price. In the event that, at any time after a Person becomes an Acquiring Personthe Distribution Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times that Purchase Price. If the Company does not have sufficient shares of Preferred Stock to satisfy such obligation to issue Preferred Stock, or if the Board of Directors so elects, the Company shall deliver upon payment of the Purchase Price of a Right an amount of cash, Common Shares or other securities equivalent in value to the shares of Preferred Stock issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the Purchase Price then in effect, shares of Preferred Stock (to the extent available) and cash equal in value to the difference between the value of the shares of Preferred Stock otherwise issuable upon the exercise of a Right and the Purchase Price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional shares of Preferred Stock to permit the issuance of Preferred Stock upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the Voting Power of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the Voting Power of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one one-thousandth of a share of Preferred Stock or one Common Stock Share 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 shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Share, which may, at the election of the Company, be evidenced by depository receiptsStock) and in lieu thereof, an adjustment in cash will be made made, based on the market price of the Preferred Shares Stock on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring PersonVoting Power of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Preferred Stock purchasable upon the exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such stock). Each share of Preferred Stock will be entitled to a preferred dividend equal to the greater of (a) $1.00 or (b) 1,000 times any dividend declared on the Common Shares. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to $1,000 per share of Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon. Each share of Preferred Stock will have 10,000 votes, voting together with the Common Shares. Notwithstanding the immediately preceding sentence, in the event that dividends on the Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, holders of the Preferred Stock shall have the right, voting as a class, to elect two of the Company's Directors. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per Common Share. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock will be issuable. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder 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 S-4. 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, which is hereby incorporated herein by reference.

Appears in 1 contract

Samples: Rights Agreement (GSC Holdings Corp.)

Signature. NOTICE The signature in If the foregoing Forms undersigned is an INDIVIDUAL, complete the following: ----------------------------------- ------------------------------------ Print Name of Assignment Individual Signature of Individual If the undersigned is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, or TRUST, complete the following: NOTE: By signing below, the individual executing this Subscription Agreement on behalf of the undersigned entity represents and Election must conform warrants to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or entity is duly authorized to enter into this Subscription Agreement; (ii) 10 business days he or she is duly authorized to represent the entity in this Offering; and (iii) he or such later date as may be determined by action she is duly authorized to execute this Subscription Agreement on behalf of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement ofentity. A partnership, corporation, limited liability company, or announcement trust must attach a copy of an intention to makeits partnership agreement, a tender offer articles of incorporation, articles of organization, or exchange offer other governing instrument, in each case as amended and in effect on the consummation of date hereof, as well as other documents which would result authorize investment in the beneficial ownership by a person or group of 15% or, in the case shares and execution of the Grandfathered Stockholdersubscription agreement (e.g., an additional 1%, or more of such outstanding voting securities resolutions of the Company (the earlier board of such dates being called the "Distribution Date"directors), the Rights will be evidenced, with respect . Include documents demonstrating authority of signing officer or agent to any act on behalf of the Common Stock certificates outstanding entity. All documentation must be complete and correct as of the Record Datedate hereof. -------------------------------------------------------------------------------- Type or Print Name of Partnership, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides thatCorporation, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend onLimited Liability Company, or a subdivisionTrust ----------------------------------- -------------------------------------- Type or print name of Individual Signature of Individual Signing Signing on Behalf of Partnership, combination or reclassification ofon Behalf of Partnership, the Preferred SharesCorporation, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a priceCorporation, Limited Liability Limited Liability Company, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Trust Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price or Trust COMPANY ACCEPTANCE Accepted this _______ day of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any___________________ 2010.

Appears in 1 contract

Samples: Subscription Agreement (Avro Energy Inc.)

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12August 28, 20001997, the Board of Directors of NETsiliconSmithfield Foods, Inc. Inc., a Virginia corporation (the "Company"), declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 0.50 per share share, of the Company (the "Common StockShares") outstanding ). The dividend was payable on September 232, 2000 1997 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred StockShare of the Company, $1.00 par value $0.01 per share (the "Preferred Shares"), of the Company, ) at a price of $200.00 37.50 (subject to adjustment as provided in the Rights Agreement) per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The Purchase Price of $37.50 took into account the one-for-one Common Shares dividend which the Board of Directors had declared on August 28, 1997, payable on or about September 26, 1997, to holders of record of the Common Shares on September 12, 1997. The description and terms of the Rights are set forth in a Rights Agreement Agreement, as amended (the "Rights Agreement") ), between the Company and Xxxxxx Trust and Savings Bank, an Illinois corporation, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person 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 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates Shares outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto, in the case of Common Shares for which certificates have been issued, and, in the case of uncertificated Common Shares, by the registration of ownership of Common Shares in the Company's share register. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares, new Common Share certificates issued after the Record Date, in the case of certificated Common shares, and, in the case of uncertificated Common Shares, the initial transaction statement issued with respect to such Common Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, including in the case of certificated Common Shares surrender for transfer of any certificates therefor even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the such Common Stock represented by such certificateShares. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock Shares as of the Close close of Business 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 31, 2001 (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 Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, ; (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares Shares; or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution DateDate (other than the already-declared stock dividend referred to in the first paragraph above). Preferred Shares purchasable upon exercise of the Rights will not be redeemablenonredeemable. Each Preferred Share will have a minimum preferential quarterly dividend rate of $1.00 per share, but will be entitled to a quarterly an aggregate dividend payment of 1,000 times the dividend declared per share of on the Common StockShares. In the event of liquidation, the holders of the Preferred Shares will be entitled receive a preferential liquidation payment equal to an aggregate payment the greater of $37,500 or 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the a one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, 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 Common Share, or one one-thousandth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .0001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the 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.

Appears in 1 contract

Samples: Rights Agreement (Smithfield Foods Inc)

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election 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 completedcompleted in connection with a purported assignment, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board a transferee of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company 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 becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of foregoing and accordingly will deem the Record Date, Rights evidenced by such Common Stock certificate with a copy of this Summary of Rights Certificate to be void and not transferable or exercisable. [To be attached thereto. The to each Rights Agreement provides that, until the Distribution Date, Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights will be transferred with and only with Certificate.) TO: Brxxxxx Xnternational, Inc. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the Common Stock. Until attached Rights Certificate to purchase the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock 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 shares of Common Stock outstanding as issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the Record Date, even without name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such notation or a copy of this Summary number of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock 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 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will shall not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, Signature Guaranteed: _________________________________ Signature (Signature must correspond to name as written upon the face of the attached Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) 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 if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are or were at any time on or after not, and, to the earlier knowledge of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate or Affiliate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes 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 power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (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. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Brinker International Inc)

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