Adoption of Rights Plan. On August 10, 2004, the Company’s board of directors authorized and declared a distribution of one Right for each outstanding share of Common Stock of the Company. The distribution is payable to stockholders of record at the close of business on August 30, 2004 (the “Record Date”), and is likewise payable with respect to each share of Common Stock of the Company that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a “Unit”) of Preferred Stock at a Purchase Price of $60 per Unit, subject to adjustment. Rights Attach to Common Shares until a Distribution Date Initially, and until the occurrence of a Distribution Date (as defined below), the Rights shall attach to the stock certificates of all outstanding shares of Common Stock and no separate Rights Certificate will be issued. Until the occurrence of a Distribution Date, the Rights are non-exercisable and nontransferable; the Rights may not be transferred separately from the Common Stock and any transfer of Common Stock will also constitute a transfer of the Rights. Until a Right is exercised, the holder of a Right shall not have the right to vote or to receive dividends.
Adoption of Rights Plan. Hughes shall take all action necessary to adopt a shareholder xxxxxs plan incorporating in all material respects the terms and provisions set forth in Exhibit K effective as of the Effective Time.
Adoption of Rights Plan. If the Corporation adopts a plan or other arrangement which grants rights or other benefits to the holders of Voting Common Stock (herein referred to as a “Rights Plan”) while any Series A Cumulative Convertible Preferred Shares remains outstanding, holders of the Series A Cumulative Convertible Preferred Shares will receive, upon conversion of their Series A Cumulative Convertible Preferred Shares, the rights and benefits granted by such Rights Plan in addition to shares of Voting Common Stock to be received upon conversion, unless, prior to conversion, the entitlement to such rights or benefits have expired, terminated or been redeemed or unless such rights or benefits have separated from the Voting Common Stock. If the rights and benefits provided for in the Rights Plan adopted have separated from the Voting Common Stock in accordance with the provisions of such Rights Plan so that holders of the Series A Cumulative Convertible Preferred Shares would not be entitled to receive any rights or benefits in respect of Voting Common Stock issuable upon conversion of shares of the Series A Cumulative Convertible Preferred Shares, the Conversion Rate will be adjusted at the time of separation as if the Corporation had distributed, to all holders of Voting Common Stock such rights and benefits which shall be assumed to be the equivalent of shares of capital stock, evidences of indebtedness or other assets or property pursuant to Section 9(a)(iii), subject to readjustment upon the subsequent expiration, termination or redemption of such rights or benefits. In lieu of any such adjustment, the Corporation may amend such applicable Rights Plan to provide that upon conversion of the Series A Cumulative Convertible Preferred Shares the holders thereof will receive, in addition to shares of Voting Common Stock issuable upon such conversion, the rights which would have attached to such shares of Voting Common Stock if 50 such rights or benefits had not become separated from the Voting Common Stock under such Rights Plan. To the extent that the Corporation adopts any future Rights Plan, upon conversion of the Series A Cumulative Convertible Preferred Shares into shares of Voting Common Stock, a holder of the Series A Cumulative Convertible Preferred Shares shall receive, in addition to shares of Voting Common Stock, the rights under the future Rights Plan whether or not such rights or benefits have separated from shares of Voting Common Stock at the time of conversion an...
Adoption of Rights Plan. Xxxxxx shall take all action necessary to adopt a shareholder rights plan incorporating in all material respects the terms and provisions set forth in Exhibit K effective as of the Effective Time.
