SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On December 2, 2005, the Board of Directors of General Maritime Corporation (the “Company”) authorized the issuance of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $.01 per share (the “Common Stock”), of the Company. The distribution is payable to the shareholders of record at the close of business on December 7, 2005 (the “Record Date”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, or the expiration of the Rights (and, in certain cases, following the Distribution Date). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of a Junior Participating Preferred Stock, par value $.01 per share, of the Company (the “Preferred Stock”) at an exercise price of $175.00 per one one-hundredth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights, and certain defined terms used herein, are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and Mellon Investor Services LLC as Rights Agent (the “Rights Agent”), dated as of August 31, 2006, as may be amended from time to time. Until the earlier to occur of (i) the expiration of the Company’s redemption rights on the tenth business day after the date of public disclosure that a person or group other than certain Exempt Persons (an “Acquiring Person”), together with persons affiliated or associated with such Acquiring Person (other than those that are Exempt Persons), has acquired, or obtained the right to acquire, beneficial ownership of 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding Common Stock (the “Stock Acquisition Date”), (ii) the tenth business day after the date (the “Tender Offer Date”) of commencement or public disclosure of an intention to commence a tender offer by a person other than an Exempt Person if, upon consummation of the offer, such person could acquire beneficial ownership of 15% or more of the outstanding Common Stock (the earlier of such dates being called the “Distribution Date”) and (iii) the first date on which a Business Combination (as defined below) is deemed to occur, the Rights will be evidenced by Common Stock certificates and not by se...
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On November 6, 2014, the Board of Directors of Pinnacle Entertainment, Inc. (the “Company”) authorized and declared a dividend of one right (“Right”) for each outstanding share of its Common Stock, par value $0.10 per share (the “Company Common Stock”), to stockholders of record at the close of business on November 17, 2014 (the “Record Date”), and authorized the issuance of one Right for each share of Company Common Stock issued by the Company (except as otherwise provided in the Rights Agreement, as defined below) between the Record Date and the Distribution Date (as defined below). Each Right entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share (a “Unit”) of Series A Junior Participating Preferred Stock, par value $1.00 per share (the “Preferred Stock”), at a purchase price of $104 per Unit, subject to adjustment. The purchase price is payable by certified or bank check or money order payable to the order of the Rights Agent (as defined below). The description and terms of the Rights are set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), dated as of November 6, 2014, as amended from time to time (the “Rights Agreement”). The Rights Agreement and the Certificate of Designation for the Preferred Stock have been filed with the Securities and Exchange Commission as exhibits to a Registration Statement on Form 8-A dated November 6, 2014. Copies of the Rights Agreement and the Certificate of Designation are available free of charge from the Company. This summary description of the Rights Agreement, the Rights and the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Rights Agreement and the Certificate of Designation, including the definitions therein of certain terms, which Rights Agreement and Certificate of Designation are incorporated herein by reference.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March 1, 2001, the Board of Directors of Yahoo! Inc. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on March 20, 2001 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 per share (the "Series A Preferred Stock") at a Purchase Price of $250 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A., as Rights Agent.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On March __, 2002, the Board of Directors of Travelers Property Casualty Corp. (the "Company") declared a dividend distribution of one Class A Right for each outstanding share of Class A Common Stock and one Class B Right for each outstanding share of Class B Common Stock, to the shareholder of record at the close of business on March __, 2002 (the "Record Date") and authorized the issuance of one Class A Right and one Class B Right (the Class A Rights and Class B Rights together, the "Rights") for each share of Class A Common Stock and Class B Common Stock (the Class A Common Stock and the Class B Common Stock together, the "Common Stock"), respectively, issued after the Record Date. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), at a Purchase Price of ____ per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A., as Rights Agent.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On May 7, 2002, the Board of Directors of O'Reilly Automotive, Inc. (xxx "Xxxpany") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on May 31, 2002 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Series A Preferred Stock") at a Purchase Price of $160 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and UMB Bank, N.A., as Rights Agent.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On August 20, 2009, the Board of Directors of Iteris, Inc. (the “Company”) declared a dividend distribution of one preferred stock purchase right (a “Right”) for each outstanding share of common stock, $0.10 par value, of the Company (the “Common Stock”). The distribution is payable to the stockholders of record as of September 3, 2009 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock (the “Preferred Stock”) at a price of $7.00 per one one-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated August 20, 2009 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. The Summary of Rights to Purchase Preferred Stock included in Exhibit 3 to the Rights Agreement is hereby amended by:
(a) replacing the words "a majority of the Disinterested Directors (as defined below)" in clause (ii)(B) of the first sentence of the sixth paragraph thereof with the words "the Board of Directors";
(b) deleting the second sentence of the sixth paragraph thereof;
(c) adding a new sentence to the end of the sixth paragraph thereof that reads as follows: The events described in this paragraph are referred to as "Flip-in Events.";
(d) deleting the last sentence of the eighth paragraph thereof;
(e) inserting two new sentences to the end of the eighth paragraph thereof that read as follows: The events described in this paragraph are referred to as "Flip-over Events." Flip-in Events and Flip-over Events are referred to collectively as "Triggering Events.";
(f) replacing the words "ten (10) business days following the Stock Acquisition Date" in the first sentence of the twelfth paragraph thereof with the words "the occurrence of a Flip-in Event";
(g) deleting the thirteenth paragraph thereof;
(h) replacing the words "prior to the Distribution Date; provided, that any amendments after the Stock Acquisition Date must be approved by a majority of the Disinterested Directors" in the first sentence of the fifteenth paragraph thereof with the words "at any time during the period in which the Rights are redeemable;"
(i) replacing the words "After the Distribution Date" in the second sentence of the fifteenth paragraph thereof with the words "At any time when the Rights are no longer redeemable";
(j) replacing the words "in order to cure any ambiguity, inconsistency or defect, to make changes which do" in the second sentence of the fifteenth paragraph thereof with the words "only if such amendment does";
(k) deleting the words "or to shorten or lengthen any time period under the Rights Agreement" in the second sentence of the fifteenth paragraph thereof;
(l) by replacing the words "to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable; and, provided, that any amendments after the Stock Acquisition Date must be approved by a majority of the Disinterested Directors" in the second sentence of the fifteenth paragraph thereof with the words "may cause the Rights again to become redeemable";
(m) replacing the word "has" in the first sentence of the sixteenth paragraph thereof with the words "and a copy of Ame...
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On May 5, 2012, the board of directors of Allscripts Healthcare Solutions, Inc, a Delaware corporation (the “Company”), adopted a stockholders rights plan and declared a dividend distribution of one right for each outstanding share of our common stock to stockholders of record at the close of business on May 17, 2012. Each right entitles its holder, under the circumstances described below, to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock at an exercise price of $45.00 per right, subject to adjustment. The description and terms of the rights are set forth in a rights agreement between us and Computershare Shareowner Services LLC, as rights agent.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On September 22, 1999, the Board of Directors of Whole Foods Market, Inc. (the “Company”) declared a dividend of one right to purchase preferred stock (“Right”) for each outstanding share of the Company’s Common Stock, with no par value (“Common Stock”), to shareholders of record at the close of business on October 4, 1999. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a “Fractional Share”) of Series A Junior Participating Preferred Stock, par value $.01 per share (the “Preferred Stock”), at a purchase price of $225 per Fractional Share, subject to adjustment (the “Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement dated as of September 22, 1999 as it may from time to time be supplemented or amended (the “Rights Agreement”) between the Company and Securities Transfer Corporation, as Rights Agent.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On February 27, 2004, the Board of Directors of AngioDynamics, Inc. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on May 26, 2004 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one ten-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") at a Purchase Price of $78.00 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Registrar and Transfer Company, as Rights Agent.
