Rights Dividend. In connection with the Rights Agreement, the Board of Directors of the Company declared a dividend of one common stock purchase right (a “Right”) for each outstanding share of common stock of the Company, $0.001 par value (the “Common Stock”). The dividend is payable on September 1, 2009 to the stockholders of record as of the close of business on August 24, 2009 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one share of Common Stock at a price of $12.00, subject to adjustment (the “Purchase Price”). The description and terms of the Rights are set forth in the Rights Agreement. Distribution Date Initially, the Rights are not exercisable and are attached to and trade with the Common Stock outstanding as of, and all shares of Common Stock issued after, the Record Date. The Rights will separate from the Common Stock and become exercisable upon the earlier to occur of: (i) the close of business on the 10th calendar day 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) has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (an “Acquiring Person”) (the date of that announcement, the “Stock 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 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 more of such outstanding shares of Common Stock (the earlier of (i) and (ii) the “Distribution Date”). The Rights Agreement exempts from the definition of Acquiring Person any person who the Board of Directors determines acquired in excess of 15% of the Common Stock inadvertently, if that person promptly divests itself of enough Common Stock to reduce the number of shares beneficially owned by that person to below the 15% threshold. Until 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 certificates, and (i) the Rights will be transferr...
Rights Dividend. Pursuant to the terms of the Rights Agreement, the Board declared a dividend distribution of one Right for each outstanding share of the Company’s Common Stock to shareholders of record as of the close of business on April 9, 2012 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as hereinafter defined). Each Right entitles the registered holder thereof to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Shares”) at a cash exercise price of $12.00 per share (the “Exercise Price”), subject to adjustment, under certain conditions specified in the Rights Agreement and summarized below. Distribution Date Initially, the Rights are not exercisable and are attached to and trade with all shares of Common Stock outstanding as of, and issued subsequent to, the Record Date. The Rights will separate from the Common Stock and will become exercisable upon the earlier of (i) the close of business on the tenth (10th) calendar day following the first public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 4.99% or more of the outstanding shares of Common Stock (or such earlier date as the Board becomes aware of the existence of an Acquiring Person), other than as a result of repurchases of stock by the Company or certain inadvertent actions by a shareholder (such date being referred to as the “Shares Acquisition Date”), or (ii) the close of business on the tenth (10th) business day (or such later date as the Board may determine) following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming the beneficial owner of 4.99% or more of the outstanding shares of Common Stock (the earlier of such dates being herein referred to as the “Distribution Date”). The Board can postpone the Distribution Date in certain circumstances. Notwithstanding the foregoing, with respect to any person who beneficially owns (for purposes of the Rights Agreement) 4.99% or more of the outstanding shares of Common Stock as of the initial public announcement of the Rights Agreement (such person being referred to in the Rights Agreement as a “Grandfathered Person”), the Distribution Date will not occur unless such Grandfathered Person ...
Rights Dividend. Pursuant to the terms of the Rights Agreement, the Board of Directors declared a dividend distribution of (i) one Right (as defined below) for each outstanding share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and (ii) 1,000 Rights for each outstanding share of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Stock”) to stockholders of record as of the close of business on March 28, 2023 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock and 1,000 Rights will automatically attach to each share of Series A Preferred Stock, in each case, issued between the Record Date and the earlier of the Distribution Date (as defined below) and the expiration date of the Rights. Each “Right” entitles the registered holder thereof to purchase from the Company a unit consisting of one ten-thousandth of a share (a “Unit”) of Series B Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a cash exercise price of $32.00 per Unit (the “Exercise Price”), subject to adjustment, under certain conditions specified in the Rights Agreement and summarized below.
