Stockholder Protection Rights Agreement Sample Contracts

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STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of December 6, 2023, by and between CITI TRENDS, INC. and Equiniti Trust Company, LLC as Rights Agent STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • December 8th, 2023 • Citi Trends Inc • Retail-apparel & accessory stores • New York

THIS STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended or restated from time to time, this “Agreement”) is made and entered into as of December 6, 2023, by and between Citi Trends, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, as rights agent (the “Rights Agent,” which term shall include any successor Rights Agent hereunder).

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Stockholder Protection Rights Agreement • April 14th, 2004 • Cd&l Inc • Trucking (no local)
STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • March 11th, 2008 • LHC Group, Inc • Services-home health care services • Delaware

THIS STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”) is made and entered into as of March 10, 2008, between LHC Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent,” which term shall include any successor rights agent hereunder).

STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of June 27, 2006 between FUEL SYSTEMS SOLUTIONS, INC. and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights Agent
Stockholder Protection Rights Agreement • August 25th, 2006 • Impco Technologies Inc • Motor vehicle parts & accessories • New York

WHEREAS, the Board of Directors of the Company has (a) authorized and declared a dividend of one right (“Right”) in respect of each share of Common Stock (as hereinafter defined) held of record as of the close of business on the effective date of the reorganization (the “Record Time”) involving the Company, IMPCO Technologies, Inc., a Delaware corporation (“IMPCO”), and IMPCO Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to the Agreement and Plan of Reorganization by and among the Company, IMPCO and Merger Sub, dated as of June 27, 2006, and payable in respect of each such share on the Record Time and (b) as provided in Section 2.4, authorized the issuance of one Right in respect of each share of Common Stock issued after the Record Time and prior to the Separation Time (each as hereinafter defined) and, to the extent provided in Section 5.3, each share of Common Stock issued after the Separation Time;

STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of November 5, 2009 between CA, INC. and MELLON INVESTOR SERVICES LLC, as Rights Agent
Stockholder Protection Rights Agreement • November 5th, 2009 • Ca, Inc. • Services-prepackaged software • Delaware

STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 5, 2009, between CA, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

AMENDMENT NO. 2 TO
Stockholder Protection Rights Agreement • July 10th, 2006 • Cd&l Inc • Trucking (no local) • Delaware
Contract
Stockholder Protection Rights Agreement • September 19th, 2011 • J C Penney Co Inc • Retail-department stores • New York
EXHIBIT 99.1 STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • March 27th, 2001 • National Data Corp • Services-business services, nec • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT BETWEEN KNOLOGY, INC. AND WACHOVIA BANK, NATIONAL ASSOCIATION, AS RIGHTS AGENT JULY 27, 2005
Stockholder Protection Rights Agreement • July 29th, 2005 • Knology Inc • Radiotelephone communications • Delaware

THIS STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”) is made and entered into as of July 27, 2005, between Knology, Inc., a Delaware corporation (the “Corporation”), and Wachovia Bank, National Association, as rights agent (the “Rights Agent,” which term shall include any successor rights agent hereunder).

AMENDMENT NO. 2 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • February 23rd, 2011 • Dynegy Inc. • Electric services • New York

THIS AMENDMENT NO. 2 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT (this “Amendment No. 2”) is made and entered into as of February 21, 2011 between Dynegy Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • February 29th, 2024 • Citi Trends Inc • Retail-apparel & accessory stores • New York

This Amendment to the Stockholder Protection Rights Agreement, is made and entered into as of February 28, 2024 (the “Amendment”), by and between Citi Trends, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Rights Agent”), and amends that certain Stockholder Protection Rights Agreement, dated as of December 6, 2023, by and between the Company and the Rights Agent (the “Rights Agreement”).

FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • April 9th, 2009 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations

This First Amendment to Stockholder Protection Rights Agreement, dated as of the 22nd day of January, 2009 (this “Amendment”) is made by and between Zep Inc., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • August 26th, 2011 • J C Penney Co Inc • Retail-department stores • New York

This Amendment No. 1 to Stockholder Protection Rights Agreement (this “Amendment”) is dated as of August 19, 2011 (the “Effective Date”) and amends the Stockholder Protection Rights Agreement, dated as of October 15, 2010 (the “Rights Agreement”), between J. C. Penney Company, Inc., a Delaware corporation (the “Company”) and Mellon Investor Services, LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Rights Agreement.

1 EXHIBIT 4.16 STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • November 15th, 1999 • Group 1 Software Inc • Services-prepackaged software • New York
EXHIBIT 99.1 STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • December 12th, 2001 • Datastream Systems Inc • Services-prepackaged software • Delaware
AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • April 18th, 2012 • Knology Inc • Radiotelephone communications • Delaware

This AMENDMENT NO. 1 (this “Amendment”) to the Stockholder Protection Rights Agreement, dated July 27, 2005 (the “Rights Agreement”), by and between Knology, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (successor to Wachovia Bank, National Association), as rights agent (the “Rights Agent”), is entered into this April 18, 2012. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.

AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • December 15th, 2010 • Dynegy Inc. • Electric services • New York
Amendment No. 1 to the Amended and Restated Stockholder Protection Rights Agreement
Stockholder Protection Rights Agreement • October 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York

This Amendment No. 1, dated as of October 15, 2009 (this “Amendment”), to the Amended and Restated Stockholder Protection Rights Agreement, dated as of October 1, 2009 (the “Rights Agreement”), between the Morgans Hotel Group Co. (the “Company”) and Mellon Investors Services LLC, as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Rights Agreement.

AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • May 31st, 2006 • Amsouth Bancorporation • State commercial banks • Delaware

This Amendment No. 1 to Stockholder Protection Rights Agreement (this “Amendment”), effective as of May 24, 2006 is between AmSouth Bancorporation, a Delaware corporation (the “Company”), and AmSouth Bank, as rights agent (the “Rights Agent”).

THIRD AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • October 1st, 2008 • Hanover Capital Mortgage Holdings Inc • Real estate investment trusts • Maryland

This Third Amendment (the “Amendment”) to Stockholder Protection Rights Agreement is entered into as of September 30, 2008, by and between Hanover Capital Mortgage Holdings, Inc., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a national banking association f/k/a EquiServe Trust Company, N.A., successor rights agent to State Street Bank & Trust Company (the “Rights Agent”).

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AMENDMENT NO. 2 TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • March 30th, 2016 • Express, Inc. • Retail-apparel & accessory stores

Amendment No. 2, dated March 29, 2016 (this “Amendment”), to the Stockholder Protection Rights Agreement, dated June 12, 2014, and as amended on June 10, 2015 (the “Rights Agreement”), by and between Express, Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • July 12th, 2018 • Ca, Inc. • Services-prepackaged software • New York

This AMENDMENT NO. 1 TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT (this “Amendment”) is dated as of July 11, 2018 (the “Effective Date”) and amends that certain Stockholder Protection Rights Agreement, dated as of November 30, 2015 (the “Rights Agreement”), as amended, by and between CA, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined herein have the meaning given to such terms in the Rights Agreement.

AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • December 12th, 2008 • Xcel Energy Inc • Electric & other services combined • New York

This Amendment, dated as of December 11, 2008, is made between Xcel Energy Inc., a Minnesota corporation (the “Company”), and The Bank of New York Mellon as successor Rights Agent (the “Rights Agent”), and amends the Stockholder Protection Rights Agreement dated as of December 13, 2000 (the “Rights Agreement”) between the Company and the Rights Agent.

AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • July 19th, 2007 • Vertrue Inc • Services-business services, nec

AMENDMENT (hereinafter called this “Amendment”), dated as of July 18, 2007, between Vertrue Incorporated, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the “Rights Agent”), to the Stockholder Protection Rights Agreement, dated as of July 3, 2007, between the Company and the Rights Agent (the “Rights Agreement”). Unless otherwise specifically defined in this Amendment, each capitalized term used in this Amendment shall have the meaning assigned to such term in the Rights Agreement.

FIRST AMENDMENT TO
Stockholder Protection Rights Agreement • June 16th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware

This First Amendment to Amended and Restated Stockholder Protection Rights Agreement (this Amendment") is entered into as of June 13, 2008, between Wilshire Enterprises, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a limited purpose trust company organized under the banking laws of the State of New York, as rights agent (the "Rights Agent").

Amendment No. 2 to the Amended and Restated Stockholder Protection Rights Agreement
Stockholder Protection Rights Agreement • April 22nd, 2010 • Morgans Hotel Group Co. • Hotels & motels • New York

This Amendment No. 2, dated as of April 21, 2010 (this “Amendment”), to the Amended and Restated Stockholder Protection Rights Agreement, dated as of October 1, 2009 (the “Rights Agreement”), between the Morgans Hotel Group Co. (the “Company”) and Mellon Investors Services LLC, as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Rights Agreement.

FIRST AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • August 20th, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina

THIS FIRST AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT (this “Amendment”), dated as of August 15, 2007, to the Stockholder Protection Rights Agreement, dated as of July 19, 2000 (the “Rights Agreement”), is between First Charter Corporation, a North Carolina corporation (the “Company”), and Registrar and Transfer Company, as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.

AMENDMENT NO. 2 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • September 14th, 2015 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York

This Amendment No. 2 to Stockholder Protection Rights Agreement (this “Amendment”) is made and entered into as of September 11, 2015, by and between Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”) and Computershare Inc. (as successor rights agent to Mellon Investor Services LLC), a Delaware corporation (the “Rights Agent”).

AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • January 22nd, 2007 • Swift Transportation Co Inc • Trucking (no local) • Nevada

This Amendment No. 1, dated as of January 19, 2007 (this “Amendment”), to the Stockholder Protection Rights Agreement, dated July 18, 2006 (the “Rights Agreement”), by and between Swift Transportation Co., Inc., a Nevada corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent thereunder). Capitalized terms used but not defined herein shall have the meanings set forth in the Rights Agreement.

AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • October 11th, 2006 • Mercantile Bankshares Corp • State commercial banks • Maryland

This Amendment dated as of October 8, 2006 (this “Amendment”) to the Stockholder Protection Rights Agreement, dated as of June 8, 1999 (the “Rights Agreement”), between Mercantile Bankshares Corporation, a Maryland corporation (the “Company”), and Mercantile-Safe Deposit and Trust Company, a Maryland trust company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not defined shall have the meanings specified in the Rights Agreement.

EXHIBIT 1 STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of December 17, 1997 between FREEPORT-McMoRan SULPHUR INC.
Stockholder Protection Rights Agreement • December 18th, 1997 • Freeport McMoran Sulphur Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
AMENDMENT TO AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • April 4th, 2006 • Covad Communications Group Inc • Telephone communications (no radiotelephone)

This Amendment (this “Amendment”) is made and entered into as of March 29, 2006, by and between Covad Communications Group, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (“Agent”).

AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • March 27th, 2003 • Papa Johns International Inc • Retail-eating places • Delaware

THIS AMENDMENT NO. 1 to the Stockholder Protection Rights Agreement (“Rights Agreement”) dated as of February 14, 2000 by and between Papa John’s International, Inc. (the “Company”) and National City Bank, as Rights Agent, is made and entered into as of the 24th day of December, 2002.

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