IN EVENT. After the distribution date, all holders of rights, except the acquiring person, may exercise their rights upon payment of the purchase price to purchase shares of our common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price.
IN EVENT. (a) Subject to Subsection 3.1(b) and Sections 5.1 and 5.2, in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective from and after the Close of Business on the tenth Trading Day following the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares).
IN EVENT. (a) Subject to subsection 4.1(b) and subsections 6.1(b) and (c), if prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective on and after the later of its date of issue and the close of business on the eighth Trading Day following the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments provided for in section 3.2 upon each occurrence after the Stock Acquisition Date of any event analogous to any of the events described in section 3.2).
IN EVENT. On or after the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of rights, except the acquiring person, may exercise their rights upon payment of the purchase price to purchase shares of SWK’s common stock (or other securities or assets as determined by SWK’s Board) with a market value of two times the purchase price.
IN EVENT. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of rights, except the acquiring person, may exercise their rights upon payment of the purchase price to purchase shares of KANA’s common stock (or other securities or assets as determined by KANA’s Board) with a market value of two times the purchase price.
IN EVENT. In the event that a person or group becomes an acquiring person (a “flip-in event”), each holder of a right (other than any acquiring person and certain related parties, whose rights automatically become null and void) will have the right to receive, upon exercise, Company common stock having a value equal to two times the exercise price of the right. If an insufficient number of shares of Company common stock is available for issuance, then the Company’s board of directors would be required to substitute cash, property or other securities of the Company for Company common stock. The rights may not be exercised following a flip-in event while the Company has the ability to cause the rights to be redeemed, as described later in this summary. For example, at an exercise price of $6.00 per right (equivalent to $12.00 for each whole share of Company common stock), each right not owned by an acquiring person (or by certain related parties) following a flip-in event would entitle its holder to purchase $24.00 worth of Company common stock (or other consideration, as noted above) for $12.00. Assuming that Company common stock had a per share value of $4.00 at that time, the holder of each valid right would be entitled to purchase six shares of Company common stock for $12.00.
IN EVENT. After the distribution date, if a person or group already is or becomes an acquiring person, rights will no longer be exercisable for fractional shares of our Series A Junior Participating Preferred Stock. Instead, all holders of rights, except the acquiring person, may exercise their rights upon payment of the purchase price to purchase shares of our common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price.
IN EVENT. (a) Subject to the provisions of Section 2.2 and subsections 5.1(b), (c) and (d) hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that, after such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares).
IN EVENT. After the Distribution Date, as may be determined by the Board, with the consent of a majority of the shares of Class B Common Stock, all holders of rights, except any Acquiring Person or any affiliate, associate or transferee of any Acquiring Person, may exercise their rights upon payment of the purchase price to purchase five (5) shares of our Class A common stock and/or Class B common stock, as applicable (or other securities or assets as determined by our Board) at a 50% discount to the then current market price ("Purchase Price"). Rights may be exercised to purchase preferred shares only if the Distribution Date occurs prior to the occurrence of a Flip-in Event. However, because a Distribution Date would necessarily follow the occurrence of a Flip-in Event, the rights could only be exercised for common stock or other securities as described above. Upon an issuance of Class A common stock and/or Class B common stock under the Rights Plan, additional membership units will be issued to the Company, as holder of the Class B common membership units, by Charter Communications Holding Company, LLC ("Holdco"), to mirror at Holdco the economic effect of such issuance of common stock. Holders of the Holdco common membership units that are convertible into shares of our Class B common stock will have equivalent rights which may be exercised, on generally the same terms and conditions as set forth in the Rights Plan, for additional Holdco common membership units.
IN EVENT. In the event that an acquiring person becomes the beneficial owner of 25% or more of the then outstanding shares of common stock (except pursuant to a tender or exchange offer for all outstanding shares of common stock which a majority of the unaffiliated directors who are not officers of the Company determine to be at a price which is fair to all stockholders and otherwise in the best interests of the Company and its stockholders), each holder of a Right will thereafter have the right to receive, upon payment of the purchase price, common stock (or, in certain circumstances, cash, property or other securities of the Company) having a value, based on a formula set forth in the Rights Agreement, equal to two times the purchase price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, a “flip-in event,” all rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by an acquiring person (or by certain related parties) shall be null and void. Rights are not exercisable following the occurrence of the flip-in event until such time as the rights are no longer redeemable by the Company as set forth below. For example, at a purchase price of $16.00 per Right, each Right not owned by an acquiring person (or by certain related parties) following a flip-in event would entitle its holder to purchase $32.00 worth of common stock (or other consideration, as noted above) determined pursuant to a formula set forth in the Rights Agreement, for $16.00. Assuming that the common stock had a per share value of $1.00 at such time (as determined pursuant to such formula), the holder of each valid Right would be entitled to purchase 32 shares of common stock for $16.00.
