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. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, certain inadvertent actions by institutional or certain other stockholders or the beneficial ownership by a person of 15% or more of the outstanding Common Stock as of March 1, 2001, or the date a Person has entered into an agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. An Acquisition Transaction is defined in the Rights Agreement as (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries as a result of which stockholders of the Company will no longer own a majority of the outstanding shares of Common Stock of the Company or a publicly traded entity which controls t...
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. The Summary of Rights to Purchase Preferred Stock included in Exhibit 2 to the Rights Agreement is hereby amended by:
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. The Rights Agreement
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. The second paragraph to Exhibit C to the Rights Agreement is hereby amended to read in its entirety as follows: "In connection with the new rights plan, the Board of Directors declared a dividend distribution of one Right for each outstanding share of the Company's Common Stock, par value $.25 per share (the "Common Stock"), to stockholders of record at the close of business on October 15, 1996. Each Right entitles the registered holder to purchase from the Company a unit consisting of one two-hundredth of a share (a "Unit") of Junior Participating Preferred Stock, Series D, par value $.25 per share (the "Preferred Stock"), at a Purchase Price of $210.00 per Unit, subject to adjustment. The Purchase Price may be paid, at the option of the holder, in cash or shares of Common Stock having a value at the time of exercise equal to the Purchase Price. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.), as Rights Agent."
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On January 24, 2006, the Board of Directors (the “Board”) of Kana Software, Inc., a Delaware corporation (“KANA”), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of common stock. The dividend is payable to KANA’s stockholders as of the record date of February 3, 2006. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between KANA and U.S. Stock Transfer Corporation, a California corporation, as Rights Agent, dated as of January 26, 2006. This summary of rights provides only a general description of the rights plan, and thus, should be read together with the entire rights plan, which is incorporated in this summary by reference. Upon written request, KANA will provide a copy of the rights plan free of charge to any of its stockholder. By adopting the rights plan, KANA’s Board protects stockholder value because the rights plan protects KANA’s ability to carry forward its net operating losses (the “NOLs”). In prior years, KANA has experienced substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, KANA may “carry forward” these losses in certain circumstances to offset current and future earnings and thus, reduce KANA’s federal income tax liability, subject to certain requirements and restrictions. However, if KANA experiences an “Ownership Change,” as defined in Section 382 of the Internal Revenue Code, KANA’s ability to use its NOLs could be substantially limited or lost altogether. KANA’s rights plan imposes a significant penalty upon any person or group that acquires 4.9% or more (but less than 50%) of its outstanding common stock without the prior approval of KANA’s Board. Stockholders who own 4.9% or more of KANA’s outstanding common stock as of the close of business on February 3, 2006 may only acquire up to an additional 1% of KANA’s outstanding common stock without penalty so long as their ownership is 4.9% or more (with such increase subject to downward adjustment by KANA’s Board if it determines that such increase will endanger the availability of the NOLs). A person or group that acquires a percentage of KANA’s common stock in excess of the above-mentioned applicable threshold but less than 50% of KANA’s common stock is called an “Acquiring Person.” Any rights held by an Acquiring Person are void and may not be exercised. KANA’s Board may exempt any person or group from being deemed ...
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On July 30, 2011, the Board of Directors (the “Board”) of Commercial Metals Company (the “Company”) declared a dividend distribution to its stockholders of record at the close of business on August 11, 2011, of one preferred stock purchase right (a “Right”) for each outstanding share of Common Stock, par value $0.01 per share (the “Common Stock”), that will entitle the registered holder to purchase from the Company one one-thousandth (1/1,000) of a share of Series B Junior Participating Preferred Stock, par value $1.00 (the “Preferred Stock”), at a purchase price of $70.00 per one one-thousandth (1/1,000) of a share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agent”). Initially capitalized terms used but not defined herein have the meanings set forth in the Rights Agreement.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. On April 10, 2020, the Board of Directors (the “Board”) of BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), declared a dividend distribution of one preferred share purchase right (each, a “Right”) for each outstanding share of common stock, par value $0.001 per share, of the Company (the “Common Shares”). The dividend was payable to holders of record as of the close of business on April 21, 2020 (the “Record Date”) and with respect to Common Shares issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to Common Shares issued after the Distribution Date. The following is a summary description of the Rights. This summary is intended to provide a general description only and is subject to the detailed terms and conditions of the Rights Agreement, dated as of April 10, 2020 (the “Rights Agreement”), by and between the Company and Worldwide Stock Transfer, LLC, as rights agent (the “Rights Agent”).
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. The Board of Directors of Bestfoods has declared a dividend of one right (a "Right") for each outstanding share of Bestfoods' Common Stock. The dividend will be payable to shareholders of record on January 4, 1999. Generally, each Right consists of the right to purchase, for $200 (the "Exercise Price"), 1/200 of a share of Bestfoods' Series A Junior Participating Preferred Stock (the "Preferred Stock"). The Rights are more fully described in a Rights Agreement between Bestfoods and First Chicago Trust Company of New York, as Rights Agent.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. Exhibit C to the Rights Agreement is hereby amended by:
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK. As of January 29, 2010, the Board of Directors (the “Board of Directors”) of ICO Global Communications (Holdings) Limited (the “Company”) authorized and declared a dividend of one Class A Right (“Class A Right”) for each outstanding share of its Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) and one Class B Right (“
