Dear Shareholder definition

Dear Shareholder. Your Board of Directors has adopted a Shareholder Rights Plan (the "Plan") designed to deter coercive or unfair takeover tactics and to prevent an acquiror from gaining control of ITEQ, Inc. (the "Company") without offering a fair price to all of its shareholders. Included with this letter is a Summary of the Plan. We suggest that you retain this document for future reference. The Board has adopted the Plan because it enhances the Board's ability to protect the shareholders' and the Company's interests in the event of a coercive or unfair takeover attempt. More than 3,000 publicly held companies in the United States have adopted shareholder rights plans. Adoption of such a plan is now a commonly accepted business practice for protecting shareholder interests. Under the Plan, holders of record of Common Stock at the close of business September 14, 1998, will receive one Preferred Stock Purchase Right (a "Right") for each share of Common Stock held. Until such Rights become exercisable, your Common Stock certificates will evidence your Rights. The Rights will automatically trade with the Common Stock and will be exercisable only if and when an event arises to trigger them. The triggering events are described in the Summary of the Plan. The Plan is not intended to prevent an acquisition of the Company on terms that are favorable and fair to all shareholders. Furthermore, it should not dissuade any perspective offeror willing to negotiate with your Board of Directors and will not interfere with a merger or any other business combination transaction that your Board of Directors judges to be fair to the shareholders. The Plan is therefore intended to discourage unilateral takeover attempts and to encourage potential acquirors to negotiate with the Board. There can be no assurance, however, that the Plan will result in any premium being paid on the Company's Common Stock in the event of a takeover contest. Because the Board may redeem the Rights at any time before they are triggered, the Plan will not prevent a takeover of the Company that is determined by the Board to be in the best interest of shareholders and the Company. Issuance of the Rights has no dilutive effect, will not affect reported earnings per share, and is not taxable to the Company or its shareholders. The Rights will not restrict trading of the Company's securities. Your Board of Directors believes that the Plan represents an effective and commonly accepted means of protecting the shareholders' ...
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Dear Shareholder. Fractal Design Corporation, a California corporation ("Fractal"), has entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement") with MetaTools, Inc., a Delaware corporation ("MetaTools"), and Rook Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of MetaTools ("Merger Sub"), providing for a combination of Fractal and MetaTools. Pursuant to the Reorganization Agreement, a special meeting of shareholders (the "Meeting") of Fractal will be held at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ on May 29, 1997 at 8:00 a.m. local time. At the Meeting you will be asked to consider and vote upon the approval of the Reorganization Agreement, which provides for the merger of Merger Sub with and into Fractal (the "Merger"). Upon consummation of the Merger, Fractal will become a wholly-owned subsidiary of MetaTools and, subject to approval of MetaTools' stockholders, MetaTools will change its corporate name to "MetaCreations Corporation" (the "Combined Company"). As a result of the Merger, (i) each outstanding share of Fractal Common Stock will be converted into and be exchangeable for 0.749 shares of Common Stock (the "Exchange Ratio") of the Combined Company, par value $0.001 per share (the "Combined Company Common Stock") and (ii) each outstanding option to purchase Fractal Common Stock under Fractal's Option Plans will be assumed by MetaTools and will become an option or right to purchase Combined Company Common Stock, with appropriate adjustments to be made to the number of shares issuable thereunder and the exercise price thereof based on the Exchange Ratio. The foregoing proposal is described more fully in the accompanying Joint Proxy Statement/Prospectus. Following the Merger, based on the shares of Fractal Common Stock and the Common Stock of MetaTools (the "MetaTools Common Stock") outstanding as of April 21, 1997, the former holders of Fractal Common Stock will own approximately 39.5 percent of the Combined Company Common Stock and the holders of MetaTools Common Stock will own approximately 60.5% of the Combined Company Common Stock. In addition, following the Merger, three directors of Fractal, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, will be appointed to the Board of Directors of the Combined Company. Furthermore, ▇▇▇▇ ▇▇▇▇▇▇, President and CEO of Fractal, and ▇▇▇▇▇▇ ▇▇▇▇▇▇, Chairman and Vice President, Research and Development of Fractal, will assume senior management positions in the Combi...
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Dear Shareholder. As you know, your Series A Preferred Stock is convertible, at your option, into shares of Unity Bancorp, Inc.'s common stock at an assumed value of $7.25 per share of common stock (i.e., each Preferred share is convertible into 6.896 shares of Unity common stock). As you also know, Unity has been unable to pay the dividends owed on your Preferred Stock, which have been accumulating in arrears. In order to satisfy the dividend arrearages and induce holders of the Preferred Stock to convert to the common stock, Unity is undertaking an Exchange Offer under which the conversion ratio will be adjusted to an assumed price of $4.95 per shares (i.e., each Preferred Share may be exchanged for 10.1 shares of Unity common stock) and each holder of the Series A Preferred Stock who converts will receive one (1) common stock purchase warrant, which will permit the holder to purchase an additional share of Unity common stock at an exercise price of $5.50 per share for a period of fifteen (15) months, for each share of common stock received. In addition, in satisfaction of all outstanding accrued but unpaid dividends, each tendering Series A Preferred holder will receive one (1) share of common stock and one (1) common stock purchase warrant for each $4.95 in accrued but unpaid dividends. The terms of the Exchange Offer are subject to adjustment in the event the trading price of Unity's common stock exceeds $4.20 per share. Please refer to the accompanying prospectus for a full description of all of the terms of the Exchange Offer.
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Examples of Dear Shareholder in a sentence

  • Dear Shareholder: Enclosed please find a copy of the corporation's Alteration Agreement.

  • By:_________________________________ President ____________________________________ Shareholder ____________________________________ Shareholder PLANS: DRAWINGS: SPECIFICATIONS: Date: Dear [Shareholder]: We have reviewed the Alteration Agreement dated __________ submitted by you in connection with your proposed alterations of the Apartment.

  • Dated: March 16, 1999 LETTER OF TRANSMITTAL Dear Shareholder of O'zsanoatqurilishbank.: This Letter of Transmittal enables you to exchange your common shares or preferred shares ("Bank Shares") of O'zsanoatqurilishbank, ("Bank") for Bedford Holdings, Inc.

  • Mueller, Vice President, Finance ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇n, Secretary and Treasurer EXHIBIT B January __, 2002 Dear Shareholder: Your Board of Directors has adopted a Shareholder Rights Plan (the "Plan") designed to deter coercive or unfair takeover tactics and to prevent an acquiror from gaining control of Texas Biotechnology Corporation (the "Company") without offering a fair price to all of its shareholders.

  • Dear Shareholder of North Valley Bancorp: As part of its overall effort to enhance shareholder value, the Board of Directors on September 9, 1999, adopted a shareholder rights plan set forth in a Shareholder Protection Rights Agreement under which the Company’s common shareholders as of the record date of September 23, 1999, will receive Rights to purchase shares of preferred stock.

  • Dear Shareholder: For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the undersigned (the "Shareholder") and in consideration of the entering into by ESI Energy Services Inc.

  • Dear Shareholder, On August 6, 2009, the Board of Directors (the “Board”) of PMA Capital Corporation (the “Company”) terminated the shareholder rights plan adopted by the Company in May 2000 and adopted a shareholder rights plan in the form of a Section 382 Rights Agreement (the “Rights Agreement”) designed to help protect shareholder value by maintaining the Company’s ability to utilize its net operating loss carryforwards and other tax assets.

  • P.O. Box 66 Mifflintown, PA 17059 [LOGO OF JUNIATA VALLEY FINANCIAL CORP APPEARS HERE] POST OFFICE BOX 66 TELEPHONE (▇▇▇) ▇▇▇-▇▇▇▇ Dear Shareholder, It is hard to imagine it is over a year since the merger with the Lewistown Trust Company was announced.

  • Parent Company of First Federal Savings Bank of Frankfort President's Message Dear Shareholder: We are very happy to present Frankfort First Bancorp's Annual Report to Shareholders for the fiscal year ended June 30, 1999.

  • EXHIBIT B-2 June 12, 1997 Dear Shareholder: The Board of Directors of Veritas DGC Inc.