Benefits of Rights Agreement. Determinations and Actions by the Board of Directors, etc......................................... 41
Benefits of Rights Agreement. DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS, ETC. (a) Nothing in this Rights Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, of the Common Shares) any legal or equitable right, remedy or claim under this Rights Agreement; but this Rights Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, of the Common Shares).
Benefits of Rights Agreement. Determinations and Actions by the Board of Directors, etc. 27 Section 29. Severability. 28 Section 30. Governing Law. 28 Section 31. Counterparts; Effectiveness. 28
Benefits of Rights Agreement. Determinations and Actions by the Board of Directors, etc. 27 SECTION 29. Severability 28 SECTION 30. Governing Law 28 SECTION 31. Counterparts; Effectiveness 28 SECTION 32. Descriptive Headings 28 Exhibits A Certificate of Designation B Form of Right Certificate This RIGHTS AGREEMENT, dated as of July 11, 2003, is made between CACI International Inc, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a transfer agent, as Rights Agent (the “Rights Agent”). The Board of Directors of the Company has authorized and declared a distribution of one Right (as hereinafter defined) for each share of Common Stock, par value $0.10 per share, of the Company (the “Common Stock”) outstanding at the Close of Business (as hereinafter defined) on July 25, 2003 (the “Record Date”), and has authorized the issuance of one Right (as such number may hereafter be adjusted pursuant to the provisions of this Rights Agreement) with respect to each share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date or the Expiration Date (as such terms are hereinafter defined); provided, however, that Rights may be issued with respect to shares of Common Stock that shall become outstanding after the Distribution Date and prior to the earlier of the Redemption Date or the Expiration Date in accordance with the provisions of Section 23. Each Right shall initially represent the right to purchase one one-thousandth (1/1,000th) of a share of Series A Participating Cumulative Preferred Stock, par value $0.10 per share, of the Company (the “Preferred Shares”), having the powers, rights and preferences set forth in the Certificate of Designation attached as Exhibit A. Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Benefits of Rights Agreement. Determinations and Actions by the Board of Directors, etc. 37
Benefits of Rights Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof or thereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Corporation, the Rights Agent and their respective successors and assigns, and the holders of the Rights any right, remedy or claim under or by reason of this Agreement or the Rights or of any covenant, condition, stipulation, promise or agreement hereof or thereof; and all covenants, conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Corporation and the Rights Agent and their respective successors and assigns and of the holders of the Rights.
