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. (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.
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 Common Stock of the Company (“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 day after 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 outstanding shares of Common Stock, or (ii) the tenth business day (unless extended by the Board of Directors of the Company (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 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 or Grandfathered Person (as such terms are defined in the Rights Agreement) for so long as such persons continue to be Exempt Persons or Grandfathered Persons). Rights will trade separately from the Common Stock once the Rights become exercisable. Purchase Price $50.00 per one one-thousandth of a share of Series A Preferred, 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 earlier of (i) September 6, 2010 or (ii) redemption or exchange by the Company as described below. Redemption of Rights The Company may redeem Rights at a price of $0.001 per Right, subject to the approval of the Board, at any time until the occurrence of a Flip-In Event (defined below). Preferred Stock The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to an amount per share equal to 1,000 times the a...
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. 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. (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.
Means of Distribution. 7 2.4. Actions Prior to the Distribution...................................8 2.5. Conditions To Distribution..........................................8 2.6
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. If any proposed distribution of Shares by the 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 Stockholders through one or more underwriters selected by the Company with the identity of such underwriter being subject to the Principal Stockholder's prior written consent (which shall not be unreasonably withheld). In any proposed distribution of Shares by a Stockholder pursuant to a Registration Statement, the Company may require in the Company's sole discretion that such Shares to be distributed by such Stockholder 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 such Stockholder would have received if the applicable Shares were sold on a firm underwriting basis in a public distribution).
