Means of Distribution. The Rights will be distributed to holders of the Company’s outstanding Common Stock as a dividend of one Right for each share of Common Stock. The Rights will also be attached to all future issuances of Common Stock prior to the Distribution Date (as defined below). Exercisability: Rights become exercisable on the earlier of: (i) the date of public announcement by the Company or by any person or group (an “Acquiring Person”) that such person or group has acquired beneficial ownership of 15% or more of the Company’s outstanding Common Stock, or (ii) the tenth business day (unless extended by the Board prior to the time a person becomes an Acquiring Person) following the commencement, or announcement of an intention to commence, by any person or group of a tender or exchange offer which would result in such person owning 15% or more of the outstanding Common Stock of the Company (the earlier of such dates is referred to as the “Distribution Date”), provided that an Acquiring Person does not include an Exempt Person (as such term is defined in the Rights Agreement). Rights will trade separately from the Common Stock once the Rights become exercisable.
Means of Distribution. The Rights will be distributed to holders of the Company’s outstanding Common Stock as a dividend of one Right for each share of Common Stock. The Rights will also be attached to all future issuances of Common Stock prior to the Distribution Date (as defined below). Exercisability: Rights become exercisable on the earlier of: (i) the date of public announcement by the Company or by any person or group (an “Acquiring Person”) that such person or group has acquired beneficial ownership of 15% or more of the Company’s outstanding Common Stock, or (ii) the tenth business day (unless extended by the Board prior to the time a person becomes an Acquiring Person) following the commencement, or announcement of an intention to commence, by any person or group of a tender or exchange offer which would result in such person owning 15% or more of the outstanding Common Stock of the Company (the earlier of such dates is referred to as the “Distribution Date”), provided that an Acquiring Person does not include an Exempt Person or Grandfathered Person (as such terms are defined in the Rights Agreement). Rights will trade separately from the Common Stock once the Rights become exercisable. Purchase Price: $25.00 per one one-thousandth of a share of Series D Preferred, which is the amount that in the judgment of the Board of Directors represents the long-term value of one share of Common Stock over the term of the Rights Agreement (the “Purchase Price”).
Means of Distribution. (a) Subject to Section 2.4 hereof, on or prior to the Distribution Date, Daisytek will distribute and deliver to Daisytek International who, in turn, will deliver to the Daisytek Transfer Agent for the benefit of holders of record of Daisytek Common Stock on the Record Date, a single stock certificate, endorsed in blank, representing all of the outstanding shares of PFSweb Common Stock then owned by it, which certificate shall be reissued in sufficient manner so that the Daisytek Transfer Agent may, and shall be instructed to, distribute on the Distribution Date the appropriate number of such shares of PFSweb Common Stock to each such holder of record of Daisytek Common Stock on the Record Date or designated transferee or transferees of such holder.
(b) Subject to Section 2.4, each holder of Daisytek Common Stock on the Record Date (or such holder's designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of PFSweb Common Stock equal to the number of shares of Daisytek Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of PFSweb Common Stock beneficially owned by Daisytek International on the Record Date and the denominator of which is the number of shares of Daisytek Common Stock issued and outstanding on the Record Date.
Means of Distribution. The Rights will be distributed to holders of the Company's outstanding Common Stock as a dividend of one Right for each share of Common Stock. The Rights will also be attached to all future issuances of Common Stock prior to the Distribution Date (as defined below). Exercisability: Rights become exercisable on the earlier of: (i) the Close of Business on the tenth day following a public announcement by the Company or any person or group (an "Acquiring Person") that such person or group has acquired, without the approval of the Board of Directors, beneficial ownership of 15% or more of the Company's outstanding Common Stock, or (ii) the tenth business day (unless extended by the Board prior to the time a person becomes an Acquiring Person) following the commencement, or announcement of an intention to commence, by any person or group, of a tender offer which would result in such person owning 15% or more of the outstanding Common Stock of the Company (the earlier of such dates is referred to as the "Distribution Date"). Rights may be traded separately from the Common Stock once the Rights become exercisable.
Means of Distribution. The Company will distribute the Rights to each holder of outstanding shares of Class A Common Stock of the Company (the “Common Stock”) as a dividend of one Right for each share of Common Stock. The Company will also attach Rights to all future issuances of shares of Common Stock prior to the Distribution Date (as defined below). Exercisability Rights become exercisable on the earlier of: (i) the tenth business day after the date of public announcement by the Company or by any person or group that such person or group has become the beneficial owner of 15% or more of the outstanding shares of Common Stock (an “Acquiring Person”), or (ii) the tenth business day (unless extended by the Board of Directors of the Company (the “Board”)) following the commencement, or announcement of an intention to commence, by any person or group of a tender or exchange offer, which would result in any person becoming an Acquiring Person (the earlier of such dates is referred to as the “Distribution Date”), provided that an Acquiring Person does not include an Exempt Person (as defined in the Rights Agreement) for so long as any such person continues to be an Exempt Person. Rights will trade separately from the Common Stock once the Rights become exercisable. Purchase Price $79.00 per one one-thousandth of a share of Preferred Stock, which is the amount that in the judgment of the Board represents the long-term value of one share of Common Stock over the term of the Rights Agreement (the “Purchase Price”). Term The Rights will expire upon the earliest of (i) October 1, 2018 or (ii) the time at which the Rights are redeemed or exchanged as described below (the earliest of (i) and (ii) being herein referred to as the “Expiration Date”).
Means of Distribution. The Rights will be distributed to holders of the outstanding Common Stock of the Company (the "Company Common Stock") as a dividend of one Right for each share of Company Common Stock. The Rights will also be attached to all future issuances of Company Common Stock prior to the Distribution Date (as defined below).
Means of Distribution. If any proposed distribution of Shares by one or more Selling Stockholders pursuant to a Registration Statement is proposed to include in the aggregate 750,000 or more Shares, then the Company may require in the Company's sole discretion that such Shares to be distributed by the Selling Stockholders through one or more underwriters selected by the Company. In any proposed distribution of Shares by one or more Selling Stockholders pursuant to a Registration Statement, the Company may require in the Company's sole discretion that such Shares to be distributed by the Selling Stockholders through (a) routine brokerage transactions or (b) directly negotiated transactions (to one or more purchasers identified by the Company who will agree to purchase the applicable Shares at a price not less than the net price the Selling Stockholders would have received if the applicable Shares were sold on a firm underwriting basis in a public distribution).
Means of Distribution. The Rights will be distributed to holders of the Company's outstanding Common Stock as a dividend of one Right for each share of Common Stock. The Rights will also be attached to all future issuances of Common Stock.
Means of Distribution. 7 2.4. Actions Prior to the Distribution...................................8 2.5. Conditions To Distribution..........................................8 2.6
Means of Distribution. (a) On or prior to the Distribution Date, Insight will deliver to the Insight Transfer Agent for the benefit of holders of record of Insight Common Stock on the Record Date, a single stock certificate, endorsed in blank, representing all of the outstanding shares of Direct Alliance Common Stock then owned by it, which certificate shall be reissued in sufficient manner so that the Insight Transfer Agent may, and shall be instructed to, distribute on the Distribution Date the appropriate number of such shares of Direct Alliance Common Stock to each such holder of record of Insight Common Stock on the Record Date or designated transferee or transferees of such holder.
(b) Each holder of Insight Common Stock on the Record Date (or such holder's designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Direct Alliance Common Stock equal to the number of shares of Insight Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Direct Alliance Common Stock beneficially owned by Insight on the Record Date and the denominator of which is the number of shares of Insight Common Stock issued and outstanding on the Record Date.
