RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of October 31, 1996 (the "Agreement"), between SOUTHERN ELECTRONICS CORPORATION, a Delaware corporation (the "Company"), and NATIONAL CITY BANK, a national banking association (the "Rights Agent"). W I T N E...Rights Agreement Rights Agreement • November 6th, 1996 • Southern Electronics Corp • Wholesale-computers & peripheral equipment & software • Georgia
SOTHERN ELECTRONICS CORPORATION 4916 N. ROYAL ATLANTA DRIVE TUCKER, GEORGIA 30085-5044 Phone (770) 491-8962 Fax (770) 938-2814 October 31, 1996Southern Electronics Corp • November 6th, 1996 • Wholesale-computers & peripheral equipment & software
On October 31, 1996, your Board of Directors unanimously approved the adoption of a share Rights Agreement (the "Plan"). The Plan provides for a dividend distribution, payable to stockholders of record as of the close of business on November 12, 1996, of one Right ("Right") for each outstanding share of Company Common Stock. Each right entitles you to purchase from the Company eight shares of Common Stock. The ability to exercise the Right is triggered by the acquisition of 12% or more of the Company's Common Stock by a single person or group (an "Acquiring Person") or announcement of a tender offer for 12% or more of the Company's Common Stock (a "Triggering Event"). The purchase price per share will be 20% of Current Market Value, measured as of the date of announcement of a Triggering Event. Upon the occurrence of a Triggering Event, the Rights are not exercisable by the Acquiring Person. In the event of a merger or other business combination in which the Company did not survive, or
