Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, with the Form of Election and Certificate set forth on the reverse side duly executed, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of ~~shares~~ one one-thousandths of ~~Common~~ a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $~~.001~~ .01 per Right at any time prior to the earlier of (i) the ~~Distribution~~ close of business on the tenth day following the Stock Acquisition Date ~~and~~ or (ii) the Final Expiration Date. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Section 11(a)(ii) Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock ~~and/or other securities~~ or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the ~~Common~~ Preferred Stock). No fractional shares of ~~Common~~ Preferred Stock will be issued upon the exercise of any Right or Rights evidenced ~~hereby~~hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of ~~Common~~ Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 199_ ATTEST: ~~STANDEX INTERNATIONAL CORPORATION~~ EIS INTERNATIONAL, INC. ___________________________ By:____________________________ Secretary Title:_________________________ COUNTERSIGNED: BankBoston, ~~N.A.~~ N.A., as Rights Agent By:___________________________ Authorized Signature ~~[Form~~ EXHIBIT C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On May 16, 1997, the Board of ~~Reverse Side~~ Directors of ~~Rights Certificate] FORM OF ASSIGNMENT~~ EIS International, Inc. (~~To be executed by~~ the "Company"), declared a dividend of one preferred stock purchase right (a "Right") for each outstanding share of the Company's Common Stock to stockholders of record at the close of business on May 27, 1997 (the "Record Date"). Each Right entitles the registered holder ~~if such holder desires~~ to ~~transfer~~ purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, $.01 par value (the "Preferred Stock"), at a purchase price of $20.00 in cash per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights ~~Certificate.~~are set forth in a Rights Agreement dated as of May 16, 1997 (the "Rights Agreement") ~~FOR VALUE RECEIVED _____________________________________________ hereby sells~~between the Company and BankBoston, assigns and transfers unto _____________________________________________ _________________________________________________________________ _______ (Please print name and address of transferee) _________________________________________________________________ ________ this N.A., as Rights ~~Certificate~~Agent. Initially, ~~together with~~ the Rights will be attached to all ~~right, title and interest therein~~Common Stock certificates representing shares then outstanding, and ~~does hereby irrevocably~~ no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of such outstanding shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the rights), (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding, even without such notation, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and ~~appoint ______________________ Attorney~~will expire upon the earliest of the close of business on May 16, 2007 (the "Final Expiration Date") or the redemption or exchange of the Rights as described below. As soon as practicable after the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to ~~transfer~~ holders of record of the ~~within Rights Certificate~~ Common Stock as of the close of business on the ~~books~~ Distribution Date and, thereafter, such separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors and except in connection with shares of Common Stock issued upon the ~~within-named Company~~exercise of employee stock options, issuances under other employee stock benefit plans or the conversion of convertible securities issued hereafter, only shares of Common Stock issued prior to the Distribution Date will be issued with ~~full power of substitution~~Rights. ~~Dated: ________________ _____________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies~~ In the event that ~~the Rights evidenced by this Rights Certificate are not beneficially owned by, or being assigned to,~~ any stockholder becomes an Acquiring ~~Person or an Affiliate or Associate thereof~~ Person, unless the event causing the 20% threshold to be crossed is a Permitted Offer (as ~~such terms are~~ defined ~~pursuant to~~ in the Rights Agreement)~~. Dated: ______________ _____________________________ Signature Signature Guaranteed: NOTICE The signature to~~ , then, promptly following the ~~foregoing Assignment~~ first occurrence of such event, proper provision shall be made so that each holder of a Right (except as provided below and ~~Certificate must correspond to the name as written upon the face~~ in Section 7(e) of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights ~~Certificate.~~Agreement) ~~To: BankBoston~~shall thereafter have the right to receive, ~~N.A. The undersigned hereby irrevocably elects to~~ upon exercise ~~___________ Rights represented by this Rights Certificate to purchase~~ thereof at the then current Purchase Price, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock ~~issuable~~ of the Company that equals the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable, and (y) dividing that product) by 50% of the current market price per share of Common Stock on the date of such first occurrence. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. The event set forth in this paragraph is referred to as "Section 11(a)(ii) Event." For example, at an exercise price of $20.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase for $20.00 such number of shares of Common Stock (or other consideration, as noted above) as equals $20.00 divided by one-half of the current market price (as defined in the Rights Agreement) of the Common Stock. Assuming that the Common Stock had a per share value of $10.00 at such time, the holder of each valid Right would be entitled to purchase four shares of Common Stock for $20.00. In the event that, at any time after any Person becomes an Acquiring Person, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation or its Common Stock is changed or exchanged (other than a merger which follows a Permitted Offer), or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, that number of shares of common stock of the acquiring company which equals the exercise price of the Right divided by one-half of the current market price of such common stock at the date of the occurrence of the event. The events set forth in this paragraph are referred to as "Section 13 Events." Section 11(a)(ii) Events and Section 13 Events are collectively referred to as "Triggering Events." For example, at an exercise price of $20.00 per Right, each valid Right following an event set forth in the preceding paragraph would entitle its holder to purchase for $20.00 such number of shares of common stock of the acquiring company as equals $20.00 divided by one-half of the current market price (as defined in the Rights Agreement) of such common stock. Assuming that such common stock had a per share value of $10.00 at such time, the holder of each valid Right would be entitled to purchase four shares of common stock of the acquiring company for $20.00. At any time after the occurrence of a Section 11(a)(ii) Event, and subject to certain the concurrence of a majority of the Continuing Directors (as defined in the Rights Agreement), the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or ~~such other securities~~ a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the ~~Company~~ Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings) or of subscription rights or warrants (other than those referred to above). The number of Rights associated with each share of Common Stock is also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any ~~other person which may be issuable~~ such case, prior to the Distribution Date. Preferred Stock purchasable upon ~~the~~ exercise of the ~~Rights)~~ Rights will not be redeemable. Each share of Preferred Stock will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share and ~~requests that certificates for such shares~~ will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $1,000 per share and will be entitled to an aggregate payment of 1,000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which Common Stock is exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of one one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Rights will be issued and, in lieu thereof, an adjustment in cash will be made based on the ~~name~~ market price of the Preferred Stock on the last trading date prior to the date of exercise. At any time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date, or (ii) the Final Expiration Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"), payable in cash or stock. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and delivered to: Please insert social security or other identifying number __________________________________________________ _________________________________________________________________ __________ (Please print name and address) _________________________________________________________________ __________ If such number the only right of the holders of Rights ~~shall not~~ will be ~~all~~ to receive the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number __________________________________________________ _________________________________________________________________ __________ (Please print name and address) _________________________________________________________________ __________ Dated: ______________ _____________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:Redemption Price.

Appears in 1 contract

Samples: Rights Agreement (Eis International Inc /De/)

Common use of Events Clause in Contracts