SECTION 382 RIGHTS AGREEMENT between THQ INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of May 12, 2010Section 382 Rights Agreement • May 13th, 2010 • THQ Inc • Services-prepackaged software • Delaware
WHEREAS, on May 11, 2010 (the “Rights Dividend Declaration Date”), the Board (as hereinafter defined) authorized and declared a dividend distribution of one right (a “Right”) for each share of common stock, par value $.01 per share, of the Company (the “Common Stock”) outstanding at the Close of Business (as hereinafter defined) on May 24, 2010 (the “Record Date”), each Right initially representing the right to purchase one one-thousandth of a share of Preferred Stock (as hereinafter defined) of the Company, upon the terms and subject to the conditions hereinafter set forth, and further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date (as hereinafter defined) and the Expiration Date (as hereinafter defined) or as provided in Section 21 hereof.
