Common use of Exchange of Company Stock for Rights Clause in Contracts

Exchange of Company Stock for Rights. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares or the announcement of a tender or exchange offer resulting in the beneficial ownership by a Person or group of 30% or more of the outstanding Common Shares and prior to the acquisition by such Person or group of more than 50% outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Common Shares or Preferred Share Units will be issued and in lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares or Preferred Share Units on the last trading day prior to the date of exercise.

Appears in 4 contracts

Samples: Rights Agreement (German American Bancorp), Rights Agreement (German American Bancorp), Rights Agreement (Heartland Bancshares Inc /In/)

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