SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On August 20, 2009, the Board of Directors of Iteris, Inc. (the “Company”) declared a dividend distribution of one preferred stock purchase right (a “Right”) for each outstanding share of common stock, $0.10 par value, of the Company (the “Common Stock”). The distribution is payable to the stockholders of record as of September 3, 2009 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock (the “Preferred Stock”) at a price of $7.00 per one one-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated August 20, 2009 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”). 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 21, 2009. Copies of the Rights Agreement are available free of charge from the Rights Agent, Computershare Trust Company, N.A. The following 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. Until the Close of Business (as defined in the Rights Agreement) on 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 and this Summary of Rights. The “Distribution Date” will be the tenth day following the earlier of (i) a public announcement that, or (ii) a determination by a majority of the Company’s Board of Directors that, a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired “beneficial ownership” (as defined in the Rights Agreement) of fifteen percent (15%) or more of the outstanding shares of the Common Stock. For purposes of the Rights Agreement, “beneficial ownership” includes not only the right to vote or dispose of shares of the Company’s Common Stock, but also rights related to derivative transactions or derivative securities which grant to the holder thereof the economic equivalent of ownership of an amount of shares of Company Common Stock (whether or not such derivative (i) conveys voting rights in the Company Common Stock or (ii) may be...
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On November 6, 2014, the Board of Directors of Pinnacle Entertainment, Inc. (the “Company”) authorized and declared a dividend of one right (“Right”) for each outstanding share of its Common Stock, par value $0.10 per share (the “Company Common Stock”), to stockholders of record at the close of business on November 17, 2014 (the “Record Date”), and authorized the issuance of one Right for each share of Company Common Stock issued by the Company (except as otherwise provided in the Rights Agreement, as defined below) between the Record Date and the Distribution Date (as defined below). Each Right entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share (a “Unit”) of Series A Junior Participating Preferred Stock, par value $1.00 per share (the “Preferred Stock”), at a purchase price of $104 per Unit, subject to adjustment. The purchase price is payable by certified or bank check or money order payable to the order of the Rights Agent (as defined below). The description and terms of the Rights are set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), dated as of November 6, 2014, as amended from time to time (the “Rights Agreement”). The Rights Agreement and the Certificate of Designation for the Preferred Stock have been filed with the Securities and Exchange Commission as exhibits to a Registration Statement on Form 8-A dated November 6, 2014. Copies of the Rights Agreement and the Certificate of Designation are available free of charge from the Company. This summary description of the Rights Agreement, the Rights and the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to all of 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. The Rights Agreement
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. The Summary of Rights to Purchase Preferred Stock included in Exhibit 2 to the Rights Agreement is hereby amended by:
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On February 27, 2004, the Board of Directors of AngioDynamics, Inc. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on May 26, 2004 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one ten-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") at a Purchase Price of $78.00 per Unit, 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 Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business 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 more of the outstanding shares of Common Stock (20%, in the case of certain institutional investors) other than as a result of repurchases of stock by the Company or certain inadvertent actions by institutional or certain other stockholders or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls the Company or, if appropriate, the entity into which the Company may be merged, consolidated or otherwise combined (based solely on the shares of Common Stock received or retained by such stockholders, in their capacity as stockholders of the Company, pursu...
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On January 24, 2006, the Board of Directors (the “Board”) of Kana Software, Inc., a Delaware corporation (“KANA”), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of common stock. The dividend is payable to KANA’s stockholders as of the record date of February 3, 2006. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between KANA and U.S. Stock Transfer Corporation, a California corporation, as Rights Agent, dated as of January 26, 2006. This summary of rights provides only a general description of the rights plan, and thus, should be read together with the entire rights plan, which is incorporated in this summary by reference. Upon written request, KANA will provide a copy of the rights plan free of charge to any of its stockholder. By adopting the rights plan, KANA’s Board protects stockholder value because the rights plan protects KANA’s ability to carry forward its net operating losses (the “NOLs”). In prior years, KANA has experienced substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, KANA may “carry forward” these losses in certain circumstances to offset current and future earnings and thus, reduce KANA’s federal income tax liability, subject to certain requirements and restrictions. However, if KANA experiences an “Ownership Change,” as defined in Section 382 of the Internal Revenue Code, KANA’s ability to use its NOLs could be substantially limited or lost altogether. KANA’s rights plan imposes a significant penalty upon any person or group that acquires 4.9% or more (but less than 50%) of its outstanding common stock without the prior approval of KANA’s Board. Stockholders who own 4.9% or more of KANA’s outstanding common stock as of the close of business on February 3, 2006 may only acquire up to an additional 1% of KANA’s outstanding common stock without penalty so long as their ownership is 4.9% or more (with such increase subject to downward adjustment by KANA’s Board if it determines that such increase will endanger the availability of the NOLs). A person or group that acquires a percentage of KANA’s common stock in excess of the above-mentioned applicable threshold but less than 50% of KANA’s common stock is called an “Acquiring Person.” Any rights held by an Acquiring Person are void and may not be exercised. KANA’s Board may exempt any person or group from being deemed ...
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On February 27, 2014, the board of directors of Xxxxxxx Electronics, Inc. (“Xxxxxxx”) adopted a Section 382 shareholders rights plan and declared a dividend distribution of one right for each outstanding share of our common stock to shareholders of record at the Close of Business on March 10, 2014. Each right entitles its holder, under the circumstances described below, to purchase from us one one-thousandth of a share of our Series B Junior Participating Preferred Stock at an exercise price of $14.00 per right, subject to adjustment. The description and terms of the rights are set forth in a Section 382 Rights Agreement between us and Registrar and Transfer Company, as rights agent. The board of directors adopted the rights plan in an effort to protect shareholder value by attempting to protect against a possible limitation on Xxxxxxx’x ability to use its net operating loss carryforwards (the “NOLs”) and certain other tax benefits to reduce potential future U.S. federal income tax obligations. If Xxxxxxx experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated by the United States Department of the Treasury thereunder (the “Treasury Regulations”), its ability to fully utilize the NOLs and certain other tax benefits on an annual basis will be substantially limited, and the timing of the usage of the NOLs and such other benefits could be substantially delayed, which could therefore significantly impair the value of those benefits. The rights plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, being or becoming the beneficial owner of 4.99% or more of common stock (such person or group is referred to as an “acquiring person”). A person shall be deemed to be a “beneficial owner” of, and shall be deemed to “beneficially own,” any securities that such person is deemed to constructively own under Section 382 of the Code and the Treasury Regulations thereunder (including pursuant to the “option” rules of Treasury Regulation Section 1.382-4), that such person would be deemed to own together with any other persons as a single “entity” under Treasury Regulations Section 1.382-3(a)(1), or that otherwise would be aggregated with securities owned by such person pursuant to Section 382 of the Code and the Treasury Regulations thereunder. The term “acquiring person” does not include: • Xxxxxxx; • any subsidiary of Xxxx...
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On April 10, 2020, the Board of Directors (the “Board”) of BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), declared a dividend distribution of one preferred share purchase right (each, a “Right”) for each outstanding share of common stock, par value $0.001 per share, of the Company (the “Common Shares”). The dividend was payable to holders of record as of the close of business on April 21, 2020 (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. The following is a summary description of the Rights. This summary is intended to provide a general description only and is subject to the detailed terms and conditions of the Rights Agreement, dated as of April 10, 2020 (the “Rights Agreement”), by and between the Company and Worldwide Stock Transfer, LLC, as rights agent (the “Rights Agent”).
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. Exhibit C to the Rights Agreement is hereby amended by:
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Rights Agreement (the “Rights Agreement”) dated as of February 14, 2008, by and between Think Partnership Inc. d/b/a Kowabunga! Inc. (the “Company”) and Colonial Stock Transfer Company, Inc. (the “Rights Agent”).
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On October 22, 2007, the Board of Directors (the “Board”) of Fremont General Corporation, predecessor to Real Industry, Inc. (the “Company”) authorized and the Company declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on November 2, 2007 (the “Record Date”). Following a ten-for-one reverse stock split conducted by the Company on October 15, 2013, each outstanding share or thereafter-issued share of Company Common Stock corresponds to ten Rights. In connection with the Company’s emergence from proceedings under Chapter 11 of Title 11 of the United States Code on May 9, 2018, the Company’s name was changed to “Elah Holdings, Inc.,” and the Company’s capital stock was amended, and thereafter, each outstanding share of Company Common Stock corresponded
