Right to Purchase Company Stock. After the Distribution Date and after the Company's redemption right has expired, each holder of a Right (except those held by the Acquiring Person and its affiliates and associates) will have the right to purchase, upon exercise, that number of Common Shares (or, in certain circumstances, Preferred Share Units or other similar securities of the Company in lieu of such Common Shares) having a market value of two times the exercise price of the Right, subject to the availability of a sufficient number of authorized but unissued Common Shares (such right being called the "Subscription Right"). The Subscription Right will be exercisable for a 60-day period after the effective date of a registration statement under the Securities Act of 1933, as amended, covering the Common Shares (or Preferred Share Units or other securities).
Right to Purchase Company Stock. If a person or group acquires 20% or more of the outstanding Common Shares (thereby becoming an Acquiring Person) and the Company's redemption right has expired, each holder of a Right (except those held by the Acquiring Person and its affiliates and associates) will have the right to purchase, upon exercise, Common Shares (or, in certain circumstances, one one-thousandths of a Preferred Share or other similar securities of the Company) having a value equal to two times the purchase price of the Right. In other words, the Rights holders other than the Acquiring Person may purchase Common Shares or their equivalent at a 50% discount. For example, at the purchase price of $75.00 per Right, each Right not owned by an Acquiring Person would entitle its holder to purchase $150.00 worth of Common Shares (or their equivalent) for $75.00. Assuming a value of $20.00 per Common Share at such time, the holder of each valid Right would be entitled to purchase 7.5 Common Shares (or their equivalent) for $75.00.
Right to Purchase Company Stock. Once the Rights are distributed, unless they are redeemed or the transaction is approved by the Continuing Directors, if an Acquiring Person acquires 15% or more of the Common Stock, each Right not owned by an Acquiring Person or its affiliates and associates becomes exercisable at $90.00 to buy $180.00 worth of Preferred Stock.
Right to Purchase Company Stock. The Rights become exercisable on the Distribution Date and will expire August 11, 2008, unless earlier redeemed, as described below, or extended by the Board of Directors. Generally, from the Distribution Date and until the occurrence of a Triggering Event, a Rights holder may acquire one share of common stock for each Right held. The Company may require that only whole shares, and no fractional shares, of common stock be issued upon exercise. When a Rights holder (other than an Acquiring Person and certain related parties) exercises the Rights after certain "Triggering Events" occur, that holder will acquire the number of shares of common stock with a value equal to the result of dividing the Purchase Price of the Right by one-half of the common stock's market price at the time of the Triggering Event, provided that the Rights are no longer redeemable (as described below). Rights that an Acquiring Person beneficially owns (or, under certain circumstances, formerly owned) at the time of the Triggering Event will be null and void. For example, at a Purchase Price of $100 per Right, each Right not owed by an Acquiring Person (or by certain related parties or transferees) following one of the Triggering Events listed below would entitle its holder to purchase $200 worth of common stock (or other consideration, as noted above) for $100. Assuming the Common Stock had a market price of $25 per share at such time, the holder of each valid Right would be entitled to purchase eight shares for $100. The certain Triggering Events giving rise to these rights are as follows: The Company is the surviving corporation in a merger or other business combination with an Acquiring Person (or any associate or affiliate thereof) and the common stock remains outstanding and unchanged; A person acquires beneficial ownership of more than 10% of the outstanding shares of Company common stock (except pursuant to (A) certain consolidations or mergers involving the Company or sales or transfers of the combined assets, cash flow or earning power of the Company and its subsidiaries, or (B) an offer for all outstanding shares of common stock of the Company at a price and upon terms and conditions which a majority of the Disinterested Directors (as defined below) determines to be in the best interest of the company and its shareholders (a "Qualified Offer"); or There is a reclassification of securities, a recapitalization of the Company or other transactions (other than sales or transfers...
Right to Purchase Company Stock. If, at any time following the Distribution Date, a person or group acquires 15% or more of the then outstanding shares of Common Stock (except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair to and otherwise in the best interests of the Company and its stockholders), thereby becoming an Acquiring Person, and the Company's redemption right (as described below) has expired, each holder of a Right (except for the Acquiring Person and its affiliates and associates whose Rights will be deemed null and void) will have the right to receive, upon exercise, Common Stock (or in certain circumstances cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. In other words, the Rights holders (other than the Acquiring Person) may purchase Common Stock at a 50% discount. For example, at an exercise price of $275 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 $550 worth of Common Stock (or other consideration, as noted above) for $275. Assuming that the Common Stock had a per share value of $100 at such time, the holder of each valid Right would be entitled to purchase 55 shares of Common Stock for $275.
Right to Purchase Company Stock. After a Distribution Date and after the Company's redemption right has expired, each holder of a Right (except those held by the Acquiring Person and its affiliates and associates) would have the right to purchase, upon exercise, that number of shares of Preferred Stock (or, in certain circumstances, shares of Common Stock or other similar securities of the Company in lieu of Preferred Stock) having a market value of two times the exercise price of the Right (such right being called the "Subscription Right"). The Subscription Right would be exercisable for a 60-day period after the effective date of a registration statement under the Securities Act of 1933, as amended, covering the Preferred Stock (or Common Stock or other securities).
Right to Purchase Company Stock. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share that may be purchased upon exercise of each Right should approximate the value of one Common Share. For convenience, the discussion relating to the Right to Purchase Company Stock and the Right to Purchase Acquiring Person Stock, each immediately below, is expressed in terms of the exercise of a Right to purchase Common Shares. If a person or group acquires 15% or more of the outstanding Common Shares (thereby becoming an Acquiring Person) and the Company's redemption right has expired, each holder of a Right (except those held by the Acquiring Person and its affiliates and associates) will have the right to purchase, upon exercise, Common Shares having a value equal to two times the exercise price of the Right. In other words, the Rights holders other than the Acquiring Person may purchase Common Shares at a 50% discount. For example, at the exercise price of $12 per Right, each Right not owned by an Acquiring Person would entitle its holder to purchase $24 worth of Common Shares (or other consideration, as noted above) for $12. Assuming a value of $1.50 per Common Share at such time, the holder of each valid Right would be entitled to purchase 16 Common Shares for $12.
