AND SECTION 13 EVENTS. In the event that any person becomes an Acquiring Person, unless the event causing the 2.0% threshold to be crossed is a Permitted Offer (as defined in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights Certificates under Section 3.1 of the Rights Agreement (a “Section 11.1.2 Event”), then, each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right to receive, upon exercise thereof and in lieu of the Common Shares issuable under Section 7.1 of the Rights Agreement, a number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) equal to the exercise price of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common Shares at the date of the first occurrence of a Section 11.1.2 Event. However, these Rights will not be exercisable until the Rights are no longer redeemable by the Company and are also subject to the Company’s exchange right described below. Notwithstanding any of the foregoing, from and after a Person becomes an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null and void. On and after the Distribution Date, any Right, the exercise or exchange of which would cause a Person to become an Acquiring Person, shall become null and void. For example, at an exercise price of $31.50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section 11.1.2 Event would entitle its holder to purchase for $31.50 a number of Common Shares (or other consideration, as noted above) equal to $31.50 divided by one-half of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common Shares. Assuming that the Current Per Share Market Price of Common Stock is $15.75 at the applicable time, the holder of each valid Right would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $15.75, or $63.00, for $31.50. If, at any time after the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person; (ii) any person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving corporation of the transaction and, in connection with the transaction, all or part of the Common Shares are or will be changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property; or (iii) the Company sells or otherwise transfers (or one or more of its subsidiaries sell or otherwise transfer), in one or more transactions, assets or Earning Power aggregating 50% or more of the assets or Earning Power (as defined in the Rights Agreement) 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 (each of the foregoing events, a “Section 13 Event”), then upon the first occurrence of any Section 13 Events, proper provision will be made so that each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) will thereafter have the right to receive, upon the exercise of a Right and in lieu of the Common Shares issuable under Section 7.1 of the Rights Agreement, the number of shares of common stock of the acquiring company (including the Company as successor thereto or as the surviving corporation) which equals the exercise price of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the shares of common stock of the acquiring company at the date of the consummation of the Section 13 Event.
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AND SECTION 13 EVENTS. In the event that any person becomes an Acquiring Person, unless the event causing the 2.02.25% threshold to be crossed is a Permitted Offer (as defined in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights Certificates under Section 3.1 of the Rights Agreement (a “Section 11.1.2 Event”), then, each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right to receive, upon exercise thereof and in lieu of the Common Shares issuable under Section 7.1 of the Rights Agreement, a number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) equal to the exercise price of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common Shares at the date of the first occurrence of a Section 11.1.2 Event. However, these Rights will not be exercisable until the Rights are no longer redeemable by the Company and are also subject to the Company’s exchange right described below. Notwithstanding any of the foregoing, from and after a Person becomes an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null and void. On and after the Distribution Date, any Right, the exercise or exchange of which would cause a Person to become an Acquiring Person, shall become null and void. For example, at an exercise price of $31.50 40.52 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section 11.1.2 Event would entitle its holder to purchase for $31.50 40.52 a number of Common Shares (or other consideration, as noted above) equal to $31.50 40.52 divided by one-half of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common Shares. Assuming that the Current Per Share Market Price of Common Stock is $15.75 20.26 at the applicable time, the holder of each valid Right would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $15.7520.26, or $63.0081.04, for $31.5040.52. If, at any time after the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person; (ii) any person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving corporation of the transaction and, in connection with the transaction, all or part of the Common Shares are or will be changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property; or (iii) the Company sells or otherwise transfers (or one or more of its subsidiaries sell or otherwise transfer), in one or more transactions, assets or Earning Power aggregating 50% or more of the assets or Earning Power (as defined in the Rights Agreement) 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 (each of the foregoing events, a “Section 13 Event”), then upon the first occurrence of any Section 13 Events, proper provision will be made so that each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) will thereafter have the right to receive, upon the exercise of a Right and in lieu of the Common Shares issuable under Section 7.1 of the Rights Agreement, the number of shares of common stock of the acquiring company (including the Company as successor thereto or as the surviving corporation) which equals the exercise price of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the shares of common stock of the acquiring company at the date of the consummation of the Section 13 Event.
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