PARK ELECTROCHEMICAL CORP.
and
REGISTRAR & TRANSFER COMPANY, as Rights Agent
AMENDED AND RESTATED RIGHTS AGREEMENT
Dated as of July 12, 1995
TABLE OF CONTENTS
Page
Section 1. Certain Definitions. . . . . . . . . . . . . . . . 2
Section 2. Appointment of Rights Agent. . . . . . . . . . . . 7
Section 3. Issue of Right Certificates. . . . . . . . . . . . 8
Section 4. Form of Right Certificates . . . . . . . . . . . . 10
Section 5. Countersignature and Registration. . . . . . . . . 11
Section 6. Transfer, Split Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost
or Stolen Right Certificates . . . . . . . . . . . 12
Section 7. Exercise of Rights; Purchase Price; Expiration
of Rights. . . . . . . . . . . . . . . . . . . . . 14
Section 8. Cancellation and Destruction of Right
Certificates . . . . . . . . . . . . . . . . . . . 15
Section 9. Reservation and Availability of Preferred Stock. . 16
Section 10. Preferred Stock Record Date. . . . . . . . . . . . 17
Section 11. Adjustment of Purchase Price, Number of Shares
or Number of Rights. . . . . . . . . . . . . . . . 18
Section 12. Certificate of Adjusted Purchase Price or
Number of Shares . . . . . . . . . . . . . . . . . 23
Section 13. Consolidation, Merger, Sale or Transfer of
Assets or Earning Power or Certain Other
Transactions.. . . . . . . . . . . . . . . . . . . 24
Section 14. Depositary Receipts. . . . . . . . . . . . . . . . 31
Section 15. Rights of Action . . . . . . . . . . . . . . . . . 32
Section 16. Agreement of Right Holders . . . . . . . . . . . . 33
Section 17. Right Certificate Holder Not Deemed a
Stockholder. . . . . . . . . . . . . . . . . . . . 33
Section 18. Concerning the Rights Agent. . . . . . . . . . . . 34
Section 19. Merger or Consolidation or Change of Name of
Rights Agent . . . . . . . . . . . . . . . . . . . 35
Section 20. Duties of Rights Agent . . . . . . . . . . . . . . 36
Section 21. Change of Rights Agent . . . . . . . . . . . . . . 39
Section 22. Issuance of New Right Certificates. . . . . . . . 41
Section 23. Redemption and Termination.. . . . . . . . . . . . 41
Section 24. Exchange . . . . . . . . . . . . . . . . . . . . . 43
Section 25. Notice of Certain Events After the Distribution
Date . . . . . . . . . . . . . . . . . . . . . . . 46
Section 26. Notices. . . . . . . . . . . . . . . . . . . . . . 46
Section 27. Supplements and Amendments . . . . . . . . . . . . 47
Section 28. Successors . . . . . . . . . . . . . . . . . . . . 48
Section 29. Benefits of This Agreement . . . . . . . . . . . . 48
Section 30. Severability . . . . . . . . . . . . . . . . . . . 48
Section 31. Governing Law. . . . . . . . . . . . . . . . . . . 48
Section 32. Counterparts . . . . . . . . . . . . . . . . . . . 49
Section 33. Descriptive Headings . . . . . . . . . . . . . . . 49
Exhibit A - Form of Certificate of Designations
Exhibit B - Form of Right Certificate
AMENDED AND RESTATED RIGHTS AGREEMENT
This Amended and Restated Rights Agreement, dated as of
July 12, 1995, between Park Electrochemical Corp., a New York
corporation (the "Company"), and Registrar & Transfer Company
(the "Rights Agent").
W I T N E S S E T H
WHEREAS, on February 2, 1989 the Board of Directors of
the Company authorized and declared a distribution of one Right
for each share of Common Stock, $.10 par value per share, of the
Company outstanding on February 15, 1989 (the "Record Date") and
authorized the issuance of one Right for each share of such Com-
mon Stock of the Company issued between the Record Date and the
Distribution Date (as such term is hereinafter defined in Section
3 hereof), each Right representing the right to purchase one one-
hundredth of a share of Series A Preferred Stock, $1.00 par value
per share, of the Company having the rights and preferences set
forth in a Certificate of Amendment to the Certificate of
Incorporation in the form of Exhibit A hereto (the "Preferred
Stock"), upon the terms and subject to the conditions set forth
in a Rights Agreement (the "Original Rights Agreement") dated as
of February 15, 1989 (the "Rights"); and
WHEREAS, the Company desires to amend and restate the
Original Rights Agreement in its entirety pursuant to Section 26
of the Original Rights Agreement;
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereby agree
to amend and restate the Original Rights Agreement in its
entirety as follows:
Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as such
term is hereinafter defined) who or which, together with all
Affiliates (as such term is hereinafter defined) and Associates
(as such term is hereinafter defined) of such Person, is the
Beneficial owner (as such term is hereinafter defined) of 15% or
more of the shares of Common Stock then outstanding, but shall
not include the Company, any subsidiary of the Company, any
employee benefit plan of the Company or any subsidiary of the
Company or any entity holding shares of Common Stock and which
was organized, appointed or established by the Company or any
subsidiary of the Company for or pursuant to the terms of any
such plan. Notwithstanding the foregoing (i) no Shore Affiliate
(as such term is hereinafter defined) shall be deemed an
Acquiring Person unless such Shore Affiliate becomes the
Beneficial owner of more than 25% of the shares of Common Stock
then outstanding and (ii) no Person (including any Shore
Affiliate) shall become an "Acquiring Person" as the result of an
acquisition of shares of Common Stock by the Company which, by
reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person
to 15% or more (or more than 25% in the case of any Shore
Affiliate) of the Common Stock of the Company then outstanding;
provided, however, that if a Person shall become the Beneficial
owner of 15% or more (or more than 25% in the case of any Shore
Affiliate) of the Common Stock of the Company then outstanding by
reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial owner of
any additional Common Stock of the Company, then such Person
shall (unless after giving effect to such purchase such Person is
not the Beneficial owner of 15% or more (or 25% or more in the
case of a Shore Affiliate) of the Common Stock then outstanding)
be deemed to be an "Acquiring Person". Notwithstanding the
foregoing, if the Board of Directors (as such term is hereinafter
defined) determines in good faith that a Person who would
otherwise be an "Acquiring Person", as defined pursuant to the
foregoing provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as practicable
a sufficient number of shares of Common Stock so that such Person
would no longer be an "Acquiring Person", as defined pursuant to
the foregoing provisions of this paragraph (a), then such Person
shall not be deemed to be an "Acquiring Person" for any purposes
of this Agreement.
(b) "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations, as in effect on the date hereof,
under the Securities Exchange Act of 1934 (the "Exchange Act").
(c) A Person shall be deemed the "Beneficial owner"
of, and shall be deemed to "beneficially own" any securities:
(i) which such Person or any of such Person's Af-
filiates or Associates beneficially owns, directly or
indirectly;
(ii) which such Person or any of such Person's
Affiliates or Associates has (A) the right to acquire
(whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement
or understanding (whether or not in writing and other than
customary agreements with and between underwriters and
selling group members with respect to a bona fide public
offering of securities), or upon the exercise of conversion
rights, exchange rights, rights (other than the Rights),
warrants or options, or otherwise; provided, however, that a
Person shall not be deemed the "Beneficial owner" of, or to
"beneficially own", securities tendered pursuant to a tender
or exchange offer made by or on behalf of such Person or any
of such Person's Affiliates or Associates until such
tendered securities are accepted for purchase or exchange;
or (B) the right to vote pursuant to any agreement,
arrangement or understanding (whether or not in writing);
provided, however, that a Person shall not be deemed the
"Beneficial owner" of, or to "beneficially own", any
security under this clause (B) if the agreement, arrangement
or understanding to vote such security (1) arises solely
from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules
and regulations of the Exchange Act and (2) is not also then
reportable by such person on Schedule 13D under the Exchange
Act (or any comparable or successor report); or
(iii) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or
any of such Person's Affiliates or Associates has or has had
any agreement, arrangement or understanding (whether or not
in writing and other than customary agreements with and
between underwriters and selling group members with respect
to a bona fide public offering of securities) for the
purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in clause (B) of subparagraph
(ii) of this paragraph (c)) or disposing of any securities
of the Company.
Notwithstanding anything in this paragraph (c) to the
contrary, the phrase "then outstanding", when used with reference
to a Person's beneficial ownership of securities of the Company,
shall mean the number of such securities then issued and
outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed
to own beneficially hereunder.
(d) "Board of Directors" shall mean the Board of
Directors of the Company.
(e) "Business Day" shall mean any day other than a
Saturday, a Sunday, or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive
order to close.
(f) "Close of Business" on any given date shall mean
5:00 P.M., New York City time, on such date; provided, however,
that if such date is not a Business Day it shall mean 5:00 P.M.,
New York City time, on the next succeeding Business Day.
(g) "Common Stock" shall mean the Common Stock, $.10
par value per share, of the Company except that "Common Stock"
when used with reference to any Person other than the Company
shall mean the capital stock with the greatest voting power of
such Person or, if such other Person is a subsidiary of another
Person which is a corporation, the corporation which ultimately
controls such first-mentioned Person. For purposes of this
Agreement, a corporation "ultimately controls" another
corporation if the controlling corporation, directly or
indirectly, through one or more subsidiaries or otherwise,
beneficially owns 50% or more of the outstanding principal voting
securities of the controlled corporation, but no other
corporation beneficially owns more than 50% of the controlling
corporation's outstanding principal voting securities; provided
that if pursuant to the foregoing there would be more than one
corporation "ultimately controlling" another corporation, then
the corporation with the greatest tangible net worth as of the
date of measurement shall be deemed the sole "ultimately
controlling" corporation.
(h) "Person" shall mean any individual, firm,
corporation, partnership or other entity and may, unless the
context otherwise requires include an Acquiring Person or the
Company.
(i) "Shares Acquisition Date" shall mean the date of
the first public announcement by the Company or an Acquiring
Person that an Acquiring Person has become such.
(j) "Shore Affiliate" shall mean Xxxxx Xxxxx, his
estate or any trust or foundation created by him to hold any of
his shares of Common Stock, any of his lineal descendents and any
transferee of shares of Common Stock owned by Xxxxx Xxxxx by will
or pursuant to the laws of descent and distribution or any
corporation, partnership or other entity which is an Affiliate of
Xxxxx Xxxxx or his estate or of any such trust, foundation,
lineal descendent or transferee by reason of the control of such
corporation, partnership or other entity by Xxxxx Xxxxx or his
estate or any one or more of such trusts, foundations, lineal
descendents or transferees.
Any determination required by the definitions contained
in this Section 1 shall be made by the Board of Directors and
such determination shall be final and binding.
Section 2. Appointment of Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Company
and the holders of the Rights (who, in accordance with Section 3
hereof, shall prior to the Distribution Date (as such term is
hereinafter defined) also be the holders of the Common Stock) in
accordance with the terms and conditions hereof, and the Rights
Agent hereby accepts such appointment. The Company may from time
to time appoint such Co-Rights Agents as it may deem necessary or
desirable.
Section 3. Issue of Right Certificates. (a) Until the
earlier of (i) the tenth day after the Shares Acquisition Date,
or (ii) the tenth Business Day (or such later date as may be
determined by action of the Board of Directors prior to such time
as any Person becomes an Acquiring Person) after the date of the
commencement of, or first public announcement of the intent of
any Person or Persons (other than the Company, any subsidiary of
the Company, any employee benefit plan of the Company or any
subsidiary of the Company or any entity holding shares of Common
Stock and which was organized, appointed or established by the
Company or any subsidiary of the Company for or pursuant to the
terms of any such plan or any Shore Affiliate) to commence, a
tender or exchange offer for 15% or more of the then outstanding
shares of Common Stock (such date being herein referred to as the
"Distribution Date"), (x) the Rights shall be evidenced by the
certificates for the Common Stock registered in the names of the
holders of the Common Stock (which certificates for Common Stock
shall be deemed also to be certificates for Rights) and not by
separate certificates, (y) the Rights will be transferable only
in connection with the transfer of Common Stock and only to the
transferee thereof, and (z) the transfer of Common Stock shall
constitute the transfer of the Rights evidenced by the
certificate for such Common Stock. As soon as practicable after
the Distribution Date, the Rights Agent shall send by
first-class, postage-prepaid mail, which may in its discretion be
insured, to each record holder of the Common Stock as of the
Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a right
certificate, in substantially the form of Exhibit B hereto (the
"Right Certificates"), evidencing, in one or more certificates as
determined by the Rights Agent, one Right for each share of
Common Stock held. As of and after the Distribution Date, the
Rights shall be evidenced solely by such Right Certificates.
(b) As soon as practicable after the Record Date, the
Agent sent a copy of a summary of the Rights, in substantially
the form of Exhibit C to the Original Rights Agreement (the
"Summary of Rights"), by first-class, postage-prepaid mail, to
each record holder of Common Stock as of the Close of Business on
the Record Date, at the address of such holder shown on the
records of the Company. With respect to certificates for Common
Stock outstanding as of the Record Date, until the Distribution
Date the Rights shall be evidenced by such certificates and the
registered holders thereof shall also be the registered holders
of the associated Rights. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender
for transfer of any of the certificates for Common Stock shall
also constitute the transfer of the Rights associated with such
Common Stock represented by such certificates.
(c) Certificates for Common Stock which become
outstanding after the date hereof but prior to the earlier of the
Distribution Date, the Redemption Date (as such term is
hereinafter defined) and the Final Expiration Date (as such term
is hereinafter defined) shall be deemed also to be certificates
for Rights, and shall have impressed on, printed on, written on
or otherwise affixed to them the following legend (or, until
certificates containing such legend are available, the legend
provided by Section 3(c) of the Original Rights Agreement):
This certificate also evidences and entitles the holder
hereof to certain Rights (the "Rights") as set forth in
an Amended and Restated Rights Agreement between Park
Electrochemical Corp. and Registrar & Transfer Company,
as Rights Agent, dated as of July 12, 1995 (the "Rights
Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at
the executive offices of Park Electrochemical Corp.
Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this
certificate. Park Electrochemical Corp. will mail to
the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written
request therefor. Under certain circumstances, Rights
issued to Acquiring Persons (as defined in the Rights
Agreement) and any subsequent holder of such Rights may
be limited.
With respect to such certificates containing the
foregoing legend (or the legend provided by Section 3(c) of the
Original Rights Agreement), until the Distribution Date, the
Rights associated with the Common Stock represented by such
certificates shall be evidenced by such certificates alone, and
the surrender for transfer of any of such certificates shall also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.
Section 4. Form of Right Certificates. The Right
Certificates (and the forms of election to purchase shares of
Preferred Stock and of assignment to be printed on the reverse
thereof) shall each be substantially in the form of Exhibit B
hereto and may have such marks of identification or designation
and such legends, summaries or endorsements printed thereon as
the Company may deem appropriate and as are not inconsistent with
the provisions of this Agreement, or as may be required to comply
with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or
to conform to usage. Subject to the provisions of Section 22
hereof, the Right Certificates, whenever distributed, shall be
dated as of the Distribution Date, and shall entitle the holders
thereof to purchase such number of one-hundredths of a share of
Preferred Stock as shall be set forth therein at the price for
each one-hundredth of a share set forth therein (the "Purchase
Price"), as stated in Section 7(b), but the number of such one-
hundredths of a share and the Purchase Price for each one-
hundredth of a share shall be subject to adjustment as provided
herein.
Section 5. Countersignature and Registration. The
Right Certificates shall be executed on behalf of the Company by
its Chairman of the Board, its President or any Vice President,
either manually or by facsimile signature, and shall have affixed
thereto the Company's seal or a facsimile thereof which shall be
attested by the Secretary or an Assistant Secretary of the
Company, either manually or by facsimile signature. The Right
Certificates shall be manually countersigned by the Rights Agent
and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of
the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance
and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent, and
issued and delivered by the Company with the same force and
effect as though the person who signed such Right Certificates
had not ceased to be such officer of the Company; and any Right
Certificates may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign
such Right Certificate, although at the date of the execution of
this Rights Agreement any such person was not such an officer.
Following the Distribution Date, the Rights Agent will
keep or cause to be kept, at its offices in Cranford, New Jersey,
books for registration and transfer of the Right Certificates
issued hereunder. Such books shall show the names and addresses
of the respective holders of the Right Certificates, the number
of Rights evidenced on its face by each of the Right Certificates
and the date of each of the Right Certificates (which, subject to
the provisions of Section 22 hereof, shall be as of the
Distribution Date).
Section 6. Transfer, Split Up, Combination and
Exchange of Right Certificates; Mutilated, Destroyed, Lost or
Stolen Right Certificates. After the Distribution Date, any
Right Certificate or Certificates may be transferred, split up,
combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like
number of one-hundredths of a share of Preferred Stock as the
Right Certificate or Right Certificates surrendered then entitled
such holder to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Right Certificate
shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certificates
to be transferred, split up, combined or exchanged at the office
of the Rights Agent. Thereupon the Rights Agent shall
countersign and deliver to the Person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient
to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange
of Right Certificates.
Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Right Certificate, and, in the
case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to them, and reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation
of the Right Certificate if mutilated, the Company will execute
and deliver a new Right Certificate of like tenor to the Rights
Agent for countersignature and delivery to the registered owner
in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.
Notwithstanding any provision herein to the contrary,
Right Certificates may only be issued in denominations entitling
the registered holder thereof to purchase one-hundredth of a
share of Preferred Stock or an integral multiple thereof.
Section 7. Exercise of Rights; Purchase Price;
Expiration of Rights.
(a) Except as otherwise provided herein, the
registered holder of any unexercised Right Certificate may,
subject to the second paragraph of Section 11(a)(ii), exercise
the Rights evidenced thereby at any time after the Distribution
Date and prior to the earliest of (i) July 12, 2005 (the "Final
Expiration Date"), (ii) the date on which the Rights are redeemed
as provided in Section 23 hereof (the "Redemption Date") or (iii)
the time at which such Rights are exchanged as provided in
Section 24 hereof, upon surrender of the Right Certificate, with
the form of election to purchase on the reverse side thereof duly
executed, to the Rights Agent at the office of the Rights Agent,
together with payment of the Purchase Price for each one-
hundredth of a share of Preferred Stock for which such Rights are
being exercised.
(b) The Purchase Price for each one-hundredth of a
share of Preferred Stock upon the exercise of a Right shall be
$150.00, shall be subject to adjustment from time to time as
provided in Sections 11 and 13 hereof but at no time shall be
less than required by applicable law and shall be payable in
lawful money of the United States of America in accordance with
paragraph (c) below.
(c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly
executed, accompanied by payment of the Purchase Price for the
shares to be purchased and an amount equal to any applicable
transfer tax in cash, or by certified check or bank draft payable
to the order of the Company, the Rights Agent shall thereupon
promptly (i) requisition from the Company or any transfer agent
of the Preferred Stock certificates (or scrip if the Company
determines, or is required by law or the rules of any exchange,
to use same) for the number of shares of Preferred Stock to be
purchased and the Company hereby agrees to comply and hereby
irrevocably authorizes its transfer agent to comply with all such
requests, and (ii) promptly after receipt of such certificates or
scrip, cause the same to be delivered to or upon the order of the
registered holder of such Right Certificate previously
surrendered, registered in such name or names as may be
designated by such holder.
(d) In case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced
thereby, a new Right Certificate evidencing Rights equivalent to
the Rights remaining unexercised shall be issued by the Rights
Agent and delivered to the registered holder of such Right
Certificate or to such holder's duly authorized assigns.
Section 8. Cancellation and Destruction of Right
Certificates. All Right Certificates surrendered for the purpose
of exercise, transfer, split up, combination or exchange shall,
if surrendered to the Company or any of its agents, be delivered
to the Rights Agent for cancellation or in cancelled form, or, if
surrendered to the Rights Agent, shall be cancelled by it, and no
Right Certificates shall be issued in lieu thereof except as
expressly permitted by this Rights Agreement. The Company shall
deliver to the Rights Agent for cancellation and retirement, and
the Rights Agent shall so cancel and retire, any other Right
Certificate purchased or acquired by the Company otherwise than
upon the exercise thereof. The Rights Agent shall deliver all
cancelled Right Certificates to the Company, or shall, at the
written request of the Company, destroy such cancelled Right
Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.
Section 9. Reservation and Availability of Preferred
Stock. The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued
shares of Preferred Stock or any authorized and issued shares of
Preferred Stock held in its treasury, a number of shares of
Preferred Stock sufficient to permit the exercise in full of all
outstanding Rights.
So long as the shares of Preferred Stock issuable upon
the exercise of the Rights may be listed on any national
securities exchange, the Company shall use its best efforts to
cause, from and after the time the Rights become exercisable, all
shares reserved for such issuance to be listed on such exchange
upon official notice of issuance upon such exercise.
The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all shares of
Preferred Stock delivered upon exercise of Rights shall, at the
time of delivery of the certificates for such shares (subject to
payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and non-assessable shares.
The Company further covenants and agrees that it will
pay when due and payable any and all Federal and state transfer
taxes and charges which may be payable in respect of the issuance
or delivery of the Right Certificates or of any certificates for
shares of Preferred Stock upon the exercise of Rights. The
Company shall not, however, be required to pay any transfer tax
which may be payable in respect of any transfer or delivery of
Right Certificates to, or the issuance of the shares of Preferred
Stock in the name of, or delivery of such shares to, a Person
other than the registered holder of the Right Certificates
evidencing Rights surrendered upon the exercise thereof, or be
required to issue any certificates or script for shares of
Preferred Stock in a name other than that of, or deliver such
shares to a Person other than, the registered holder upon the
exercise of any Rights until such tax shall have been paid (any
such tax being payable by the holder of such Right Certificate at
the time of surrender) or until it has been established to the
Company's satisfaction that no such tax is due.
Section 10. Preferred Stock Record Date. Each Person
in whose name a certificate for shares of Preferred Stock is
issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of the shares of
Preferred Stock represented thereby on, and such certificate
shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the
Purchase Price (and any applicable transfer taxes and charges)
was made; provided, however, that if the date of such surrender
and payment is a date upon which the Preferred Stock transfer
books of the Company are closed, such Person shall be deemed to
have become the record holder of such shares on, and such
certificate shall be dated, the next succeeding Business Day on
which the Preferred Stock transfer books of the Company are open.
Prior to the exercise of the Rights evidenced thereby and payment
of the Purchase Price (and any applicable transfer taxes and
charges), the holder of a Right Certificate shall not be entitled
to any rights of a stockholder of the Company with respect to
shares for which the Rights shall be exercisable, including,
without limitation, to receive dividends or other distributions,
and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided herein.
Section 11. Adjustment of Purchase Price, Number of
Shares or Number of Rights. The Purchase Price, the number of
one-hundredths of a share of Preferred Stock for which a Right is
exercisable and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time
after the date of this Agreement subdivide, combine, reclassify
or otherwise change the Preferred Stock, the Purchase Price in
effect at the time of the effective date of such subdivision,
combination, reclassification or other change, and the number and
kind of shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock which, if
such Right had been exercised immediately prior to such date and
at a time when the Preferred Stock transfer books of the Company
were open, such holder would have owned upon such exercise and
been entitled to receive by virtue of such subdivision,
combination, reclassification or other change.
(ii) Subject to Section 24 of this Agreement, in
the event that any Person should become an Acquiring Person, each
holder of a Right shall thereafter have a right to receive, upon
exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of one one-hundredths of a share
of Preferred Stock for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of shares
of Preferred Stock, such number of shares of Common Stock of the
Company as shall equal the result obtained by (x) multiplying the
then current Purchase Price by the number of one one-hundredths
of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by (y) 50% of the then
current per share market price of the Common Stock of the Company
(determined pursuant to Section 13(g) hereof) on the date of the
occurrence of such event; provided, however, that if the
transaction that would otherwise give rise to the foregoing
adjustment is also subject to the provisions of Section 13
hereof, then the provisions of Section 13 hereof shall apply to
such transaction and the provisions of this Section 11(a)(ii)
shall not apply to such transaction and no adjustment shall be
made pursuant to this Section 11(a)(ii). In the event that any
Person shall become an Acquiring Person and the Rights shall then
be outstanding, the Company shall not take any action which would
eliminate or diminish the benefits intended to be afforded by the
Rights.
From and after the occurrence of such event, any Rights that
are or were acquired or beneficially owned by any Acquiring
Person (or any Associate or Affiliate of such Acquiring Person)
shall be void and any holder of such Rights shall thereafter have
no right to exercise such Rights under any provision of this
Agreement. No Right Certificate shall be issued pursuant to
Section 3 that represents Rights beneficially owned by an
Acquiring Person whose Rights would be void pursuant to the
preceding sentence or any Associate or Affiliate thereof; no
Right Certificate shall be issued at any time upon the transfer
of any Rights to an Acquiring Person whose Rights would be void
pursuant to the preceding sentence or any Associate or Affiliate
thereof or to any nominee of such Acquiring Person, Associate or
Affiliate; and any Right Certificate delivered to the Rights
Agent for transfer to an Acquiring Person whose Rights would be
void pursuant to the preceding sentence shall be cancelled.
(iii) In the event that there shall not be suf-
ficient shares of Common Stock issued but not outstanding or
authorized but unissued to permit the exercise in full of the
Rights in accordance with the foregoing subparagraph (ii), the
Company shall take all such action as may be necessary to
authorize additional shares of Common Stock for issuance upon
exercise of the Rights. In the event the Company shall, after
good faith effort, be unable to take all such action as may be
necessary to authorize such additional shares of Common Stock,
the Company shall substitute, for each share of Common Stock that
would otherwise be issuable upon exercise of a Right, a number of
shares of Preferred Stock or fraction thereof such that the
current per share market price of one share of Preferred Stock
multiplied by such number or fraction is equal to the current per
share market price of one share of Common Stock as of the date of
issuance of such shares of Preferred Stock or fraction thereof.
(b) For the purpose of any computation hereunder, the
"current per share market price" of the Preferred Stock shall be
determined in accordance with the method set forth in
Section 13(g). If the Preferred Stock is not publicly traded,
the "current per share market price" of the Preferred Stock shall
be conclusively deemed to be the current per share market price
of the Common Stock as determined pursuant to Section 13(g)
(appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof),
multiplied by one hundred. If neither the Common Stock nor the
Preferred Stock is publicly held or so listed or traded, "current
per share market price" shall mean the fair value per share as
determined in good faith by the Board of Directors, whose
determination shall be described in a statement filed with the
Rights Agent.
(c) If as a result of an adjustment made pursuant to
Section 11(a), the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock of the
Company other than Preferred Stock, thereafter the number of such
other shares so receivable upon exercise of any Right shall be
subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with
respect to the shares of the Preferred Stock contained in
Sections 7, 9, 10, 11 and 13, which provisions shall apply on
like terms to any such other shares.
(d) In the event there shall be a stock dividend,
split (by way of dividend or otherwise), subdivision, combination
or reclassification of the Common Stock prior to the Distribution
Date, the Rights shall be properly adjusted to take account
thereof.
(e) Irrespective of any adjustment or change in the
Purchase Price or the number of shares of Preferred Stock (or
fractions thereof) issuable upon the exercise of the Rights, the
Right Certificates theretofore and thereafter issued may continue
to express the Purchase Price per one-hundredth of a share and
the number of shares which were expressed in the initial Right
Certificates issued hereunder and under the Original Rights
Agreement.
(f) Before taking any action that would cause an
adjustment reducing the Purchase Price below the then par value
of the shares of Preferred Stock issuable upon exercise of the
Rights, the Company shall take any lawful corporate action which
may, in the opinion of its counsel, be necessary in order that
the Company may validly and legally issue fully paid and
nonassessable shares of Preferred Stock at such adjusted Purchase
Price.
Section 12. Certificate of Adjusted Purchase Price or
Number of Shares. Whenever an adjustment is made as provided in
Sections 11 and 13 hereof, the Company shall (a) promptly prepare
a certificate setting forth such adjustment and a brief statement
of the facts accounting for such adjustment, (b) promptly file
with the Rights Agent and with each transfer agent for the Common
Stock and the Preferred Stock a copy of such certificate and (c)
mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 25 hereof. The Rights
Agent shall be fully protected in relying on any such certificate
and on any adjustment therein contained.
Section 13. Consolidation, Merger, Sale or Transfer of
Assets or Earning Power or Certain Other Transactions.
(a) In the event, directly or indirectly, at any
time after a Person becomes an Acquiring Person (1) the Company
shall, or shall agree or become obligated to, consolidate with,
or merge with or into, any other Person, (2) any other Person
shall, or shall agree or become obligated to, consolidate with,
or merge with or into the Company, whether or not the Company's
securities remain outstanding and unchanged thereby, or (3) the
Company shall, or shall agree or become obligated to, sell or
otherwise transfer (or one or more of its subsidiaries shall
sell, or shall agree or become obligated to sell or otherwise
transfer), in one or more transactions, more than 50% of the
assets of the Company and its subsidiaries (taken as a whole) or
assets which, during any of the immediately preceding three
fiscal years, accounted for more than 50% of the net profits or
more than 50% of the gross revenue of the Company and its
subsidiaries (taken as a whole) to any other Person or Persons,
other than the Company or one or more of its wholly-owned
subsidiaries, then, and in any of the cases referred to in this
subsection (a) above, to the extent permitted by applicable law,
the Company shall take such action as will be necessary to
ensure, and will not enter into or consummate any such merger,
consolidation, sale, transfer or other transaction which does not
provide, that each holder of a Right (other than Rights which
have become void pursuant to Section 11(a)(ii) hereof) shall
thereafter have the right to receive, upon the exercise thereof
at a price equal to the then current Purchase Price multiplied by
the number of one one-hundredths of a share of Preferred Stock
for which a Right is then exercisable, in accordance with the
terms of this Agreement and in lieu of shares of Preferred Stock,
such number of shares of Common Stock of the Principal Party (as
such term is hereinafter defined) as shall equal the result
obtained by (A) multiplying the then current Purchase Price by
the number of one one-hundredths of a share of Preferred Stock
for which a Right is then exercisable and dividing that product
by (B) 50% of the then current per share market price of the
shares of Common Stock of the Principal Party (determined pursu-
ant to Section 13(g) hereof) on the date of consummation of such
consolidation, merger, sale, transfer or other transaction. The
Company shall not consummate any consolidation, merger, sale,
transfer or other transaction unless prior thereto the Company
and the other party or parties thereto shall have executed and
delivered to the Rights Agent one or more supplemental agreements
providing the holders of Rights with the foregoing rights and the
other party or parties shall have expressly assumed all
obligations to be incurred by them under this Section 13.
(b) "Principal Party" shall mean: (A) in the case of
any transaction described in clause (1) or (2) of Section 13(a),
the Acquiring Person or other Person (excluding the Company) that
is the other party to the merger or consolidation; or (B) in the
case of any transaction described in Clause (3) of Section 13(a),
the Acquiring Person or other Person (excluding the Company) that
is the other party to such transaction or the largest transaction
or aggregation of transactions in a series of transactions;
provided, however, that if such Principal Party does not have
Common Stock (and therefore by definition is not ultimately
controlled by a Person which has Common Stock), or if any
transaction referred to in Clauses (1) through (3) of Section
13(a) is consummated but the provisions of Section 13(a) cannot
be enforced against or applied to such Principal Party to cause
it to issue the securities at the price called for thereby, then
"Principal Party" shall, for purposes only of any transaction
described in Clause (1) or (2) of Section 13(a), refer to the
Person which survives or results from such merger or
consolidation and, for purposes only of any transaction referred
to in Clause (3) of Section 13(a), refer to the Company.
(c) In every instance in which the obligation to issue
shares or to purchase Rights arising under this Section 13 may be
required to be incurred by the Acquiring Person or any other
Person other than the Company, then this Agreement shall be
construed so as to cause such obligation to be incurred by such
Acquiring Person or other Person and not by the Company.
(d) (i) In the event any Person (other than the
Company but including any Person surviving or resulting from any
transaction referred to in Clause (1) or (2) of Section 13(a))
incurs an obligation to issue shares under this Section 13, and
any rights or warrants with respect to such shares have
previously been distributed and are, at the time such obligation
is incurred, transferable only with such shares, the shares of
such Common Stock shall be delivered together with such rights or
warrants or with rights or warrants having substantially the same
terms as such previously distributed rights or warrants.
(ii) In every instance in which a Person (other than
the Company but including any Person surviving or resulting from
any transaction referred to in Clause (1) or (2) of Section
13(a)) incurs an obligation to issue shares under this Section
13, such Person shall take such steps (including, but not limited
to, the authorization and reservation of a sufficient number of
shares of its Common Stock in the same manner as provided in
Section 9 hereof with respect to Preferred Stock, and compliance
with all applicable requirements under federal or state
securities laws) as may be necessary to assure all holders the
ability to exercise their Rights in full, and shall, in addition,
use its best efforts to remove any legal or contractual
restrictions preventing the fulfillment of its obligations
hereunder, as soon as possible.
(iii) In the event the Company should but for this
subsection be required to issue a given number of shares pursuant
to this Section 13 but (A) does not have as authorized but
unissued shares or as treasury shares the number of shares
otherwise proposed to be issued, or (B) the issuance of said
number of shares to be issued shall require, pursuant to any
applicable law, any rule or regulation made pursuant thereto or
pursuant to any rule or regulation of any stock exchange to which
the Company may be subject, the approval of the shareholders of
the Company, then the Company's obligation to issue said number
of shares shall be reduced to an obligation to issue the greatest
number of shares or fractional shares which (x) is less than one
share per Right and which will comport with the requirements of
law applicable to such issuance, or (y) shall not require the
approval of the shareholders of the Company, as the case may be,
and the purchase price for such shares shall also be reduced pro
rata (the aforesaid reduction in the number of shares and
purchase price being herein called the "Issuance Reduction"), it
being specifically agreed, however, that no Person, other than
the Company, shall be entitled to the reductions permitted by the
Issuance Reduction.
(iv) In the event that any Person (other than the
Company but including any Person surviving or resulting from any
transaction referred to in Clause (1) or (2) of Section 13(a))
incurs the obligation to issue shares contemplated by this
Section 13 but does not fulfill such obligation, the Company may,
by action of the Board of Directors, set off any amounts it may
owe to such Person and distribute such amounts, pro rata, to
holders who have chosen, and taken all available steps, to
exercise their Rights until such Person's obligation to the
holders of Rights shall be fulfilled.
(v) In the event that at any time the holder of a
Right shall become entitled to purchase shares under this Section
13, thereafter the number of such shares so purchasable upon
exercise of such Right shall be subject to adjustment from time
to time in a manner and on terms as nearly as practicable to the
provisions with respect to Preferred Stock contained in Section
11(a) hereof.
(e) The provisions of this Section 13 shall similarly
apply to successive mergers, consolidations or sales or other
transfers.
(f) For the purposes of this Section 13,
"subsidiaries" shall mean any corporations or other entities of
which a majority of the voting power of the equity securities or
equity interests is owned, directly or indirectly, by the
Company.
(g) For the purpose of any computation hereunder, the
"current per share market price" of any security (a "Security")
on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive
Trading Days (as such term is hereinafter defined) immediately
prior to such date; provided, however, that in the event that the
current per share market price of the Security is determined
during a period (i) following the announcement by the issuer of
such Security of (x) a dividend or distribution on such Security
payable in shares of such Security or securities convertible into
shares of such Security, or (y) any subdivision, combination or
reclassification of such Security, and (ii) prior to the
expiration of 30 Trading Days after the ex-dividend date for such
dividend or distribution, or the record date for such
subdivision, combination or reclassification, then, and in each
such case, the "current per share market price" shall be properly
adjusted to take into account ex-dividend trading; and provided
further however, that if during any 30 Trading Day period with
respect to which current per share market price of Common Stock
is determined, any rights or warrants theretofore transferable
only with such Common Stock are detached and transferable
separately, the current per share market price of Common Stock on
such date will be deemed to be the average of the daily closing
prices per share of such Common Stock for the remainder of such
30 days occurring after such detachment. The closing price for
each day shall be the last sale price or, in case no such sale
takes place on such day, the average of the closing bid and asked
prices in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the
Security is not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Security
is listed or admitted to trading or, if the Security is not
listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average
of the high bid and low asked prices in the over-the-counter
market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System or such other system
then in use, or, if on any such date the Security is not quoted
by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a
market in the Security selected by the Board of Directors. If on
any such date no market maker is making a market in the Security,
the fair value of such Security on such date, as determined
reasonably and with good faith by the Board of Directors, shall
be used. The term "Trading Day" shall mean a day on which the
principal national securities exchange on which the Security is
listed or admitted to trading is open for the transaction of
business or, if the Security is not listed or admitted to trading
on any national securities exchange, a Business Day.
Section 14. Depositary Receipts. Notwithstanding any
other provision of this Agreement, the Company may (i) deposit
Preferred Stock or Common Stock, as the case may be, pursuant to
a depository arrangement and issue depository receipts rather
than issuing fractional shares of such Preferred Stock or Common
Stock, as the case may be, (ii) issue scrip rather than issuing
fractional shares of Preferred Stock or Common Stock, as the case
may be, or (iii) take such other action and exercise such other
alternatives with respect to fractional shares of its Preferred
Stock or Common Stock as are permitted pursuant to Section 500 of
the New York Business Corporation Law or any other provisions of
applicable law.
Section 15. Rights of Action. All rights of action in
respect of this Agreement are vested in the respective registered
holders of the Right Certificates (and, prior to the Distribution
Date, the registered holders of the Common Stock); and any
registered holder of any Right Certificate (or, prior to the
Distribution Date, of the Common Stock), without the consent of
the Rights Agent or of the holder of any other Right Certificate
(or, prior to the Distribution Date, of the Common Stock), may,
on such holder's own behalf and for such holder's own benefit,
enforce, and may institute and maintain any suit, action or
proceeding against the Company or against any other Person as to
which a right of action may exist to enforce, or otherwise act in
respect of, his right to exercise the Rights evidenced by such
Right Certificate in the manner provided in such Right
Certificate and in this Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it
is specifically acknowledged that the holders of Rights would not
have an adequate remedy at law for any breach of this Agreement
and shall be entitled to specific performance of the obligations
hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to
or bound by this Agreement.
Section 16. Agreement of Right Holders. Every holder
of a Right by accepting the same consents and agrees with the
Company and the Rights Agent and with every other holder of a
Right that:
(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of Common
Stock;
(b) after the Distribution Date, the Right
Certificates are transferable only on the registry books of the
Rights Agent and then only if surrendered at the office of the
Rights Agent, duly endorsed or accompanied by a proper instrument
of transfer; and
(c) the Company and the Rights Agent may deem and
treat the Person in whose name a Right Certificate (or, prior to
the Distribution Date, the associated Common Stock certificate)
is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or
writing on the Right Certificates or the associated Common Stock
certificate made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor
the Rights Agent shall be affected by any notice to the contrary.
Section 17. Right Certificate Holder Not Deemed a
Stockholder. No holder, as such, of any Right Certificate shall
be entitled to receive dividends or be deemed for any purpose the
holder of the shares of Preferred Stock or any other securities
of the Company which may at any time be issuable on the exercise
of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon
the holder of any Right Certificate, as such, any of the rights
of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as provided in
Section 25 hereof), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with
the provisions hereof.
Section 18. Concerning the Rights Agent. The Company
agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on
demand of the Rights Agent, its reasonable expenses incurred in
the exercise and performance of its duties under this Agreement.
The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability or expense,
incurred without negligence, bad faith or wilful misconduct on
the part of the Rights Agent, for anything done or omitted by the
Rights Agent in connection with the acceptance and administration
of this Agreement, including the costs and expenses of defending
against any claim of liability in the premises.
The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of this
Agreement in reliance upon any Right Certificate or certificate
for Preferred Stock or, in connection herewith, for other
securities of the Company, instrument of assignment or transfer,
power of attorney, endorsement, affidavit, letter, notice,
direction, consent, certificate, statement, or other paper or
document believed by it to be genuine and to be signed, executed
and, where necessary, verified or acknowledged, by the proper
Person or Persons.
Section 19. Merger or Consolidation or Change of Name
of Rights Agent. Any corporation into which the Rights Agent may
be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which
the Rights Agent or any successor Rights Agent shall be a party,
or any corporation succeeding to the business of the Rights Agent
or any successor Rights Agent, shall be the successor to the
Rights Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties
hereto, provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of
Section 21 hereof. In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any
of the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any
of the Right Certificates shall not have been countersigned, any
successor Rights Agent may countersign such Right Certificates
either in the name of the predecessor or in the name of the
successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in the Right
Certificates and in this Agreement.
In case at any time the name of the Rights Agent shall
be changed and at such time any of the Right Certificates shall
have been countersigned but not delivered, the Rights Agent may
adopt the countersignature under its prior name and deliver Right
Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have been countersigned, the
Rights Agent may countersign such Right Certificates either in
its prior name or in its changed name; and in all such cases such
Right Certificates shall have the full force provided in the
Right Certificates and in this Agreement.
Section 20. Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel
(who may be legal counsel for the Company), and the opinion of
such counsel shall be full and complete authorization and
protection to the Rights Agent as to any action taken or omitted
by it in good faith and in accordance with such opinion.
(b) Whenever in the performance of its duties under
this Agreement the Rights Agent shall deem it necessary or
desirable that any fact or matter (including, without limitation,
the identity of any Acquiring Person) be proved or established by
the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by the Chairman of
the Board, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of
the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for
any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.
(c) The Rights Agent shall be liable hereunder only
for its own negligence, bad faith or wilful misconduct.
(d) The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in
this Agreement or in the Right Certificates (except as to its
countersignature thereof) or be required to verify the same, but
all such statements and recitals are and shall be deemed to have
been made by the Company only.
(e) The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or
the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement
or in any Right Certificate; nor shall it be responsible for any
adjustment required under the provisions of Section 11 or 13
hereof or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts
that would require any such adjustment (except with respect to
the exercise of Rights evidenced by Right Certificates after
actual notice of any such adjustment); nor shall it by any act
hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any shares of Preferred Stock
to be issued pursuant to this Agreement or any Right Certificate
or as to whether any shares of Preferred Stock will, when so
issued, be validly authorized and issued, fully paid and non-
assessable.
(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed
to accept instructions with respect to the performance of its
duties hereunder from the Chairman of the Board, the President,
any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer of the Company, and to apply
to such officers for advice or instructions in connection with
its duties, and it shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with
instructions of any such officer.
(h) The Rights Agent and any stockholder, director,
officer or employee of the Rights Agent may buy, sell or deal in
any of the Rights or other securities of the Company or become
pecuniarily interested in any transaction in which the Company
may be interested, or contract with the Company or, consistent
with its obligation to the Company hereunder, otherwise act as
fully and freely as though it were not Rights Agent under this
Agreement. Nothing herein shall preclude the Rights Agent from
acting in any other capacity for the Company or any other legal
entity.
Section 21. Change of Rights Agent. The Rights Agent
or any successor Rights Agent may resign and be discharged from
its further duties under this Agreement upon 30 days' notice in
writing mailed to the Company, and to each transfer agent of the
Preferred Stock (if any), by registered or certified mail, and by
giving public notice of such resignation, and if required by law,
giving notice to the holders of the Right Certificates by first-
class mail. The Company may remove the Rights Agent or any
successor Rights Agent upon 30 days' notice in writing, mailed to
the Rights Agent or successor Rights Agent, as the case may be,
and to each transfer agent of the Preferred Stock (if any) by
registered or certified mail, and by giving public notice of any
such removal and, if required by law, giving notice to the
holders of the Right Certificates by first-class mail. If the
Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the
Rights Agent. If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Right Certificate (who shall, with such notice,
submit his Right Certificate for inspection by the Company), then
the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by
the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or of any
state of the United States, in good standing, which is authorized
under such laws to exercise corporate trust powers and is subject
to supervision or examination by Federal or state authority and
which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $5,000,000 or such
lesser amount as the Board of Directors shall determine. After
appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held, or
thereafter acquired, by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with
the predecessor Rights Agent and each transfer agent of the
Preferred Stock (if any), and give public notice of such
appointment and, if required by law, mail a notice thereof in
writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.
Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new
Right Certificates evidencing Rights in such form as may be
approved by the Board of Directors to reflect any adjustment or
change made in accordance with the provisions of this Agreement.
Section 23. Redemption and Termination.
(a) The Company may, at its option, upon action of the
Board of Directors, at any time prior to such time as any Person
becomes an Acquiring Person, redeem all but not less than all the
Rights at a redemption price of $.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption
price being hereinafter referred to as the "Redemption Price").
The redemption of the Rights by the Board of Directors may be
made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may
establish.
(b) Except as otherwise may be required by applicable
law, immediately upon the action of the Board of Directors
ordering the redemption of the Rights, evidence of which shall
have been filed with the Rights Agent, and without any further
action and without any notice, the right to exercise the Rights
will terminate and the only right thereafter of the holders of
Rights shall be to receive the Redemption Price. Within fifteen
days after the action of the Board of Directors ordering the
redemption of the Rights, the Company shall give notice of such
redemption to the holders of the then outstanding Rights by
mailing such notice to all such holders at their last addresses
as they appear upon the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the
transfer agent for the Common Stock. Any notice which is mailed
in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the
Redemption Price will be made. The Company shall also promptly
give public notice of any such redemption; provided, however,
that the failure to give, or any defect in, any such notice shall
not affect the validity of such redemption.
(c) Payment of the Redemption Price will only be made
upon surrender of the Right Certificate (if after the
Distribution Date). If redemption is made prior to the
Distribution Date, payment of the Redemption Price will be made
to the holders of Common Stock on the date fixed for redemption,
as reflected on the registry books of the transfer agent for the
Common Stock.
Section 24. Exchange. (a) The Board of Directors
may, at its option, at any time after any Person becomes an
Acquiring Person, exchange all or part of the then outstanding
and exercisable Rights (which shall not include Rights that have
become void pursuant to the provisions of Section 11(a)(ii)
hereof) for Common Stock at an exchange ratio of one share of
Common Stock per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring
after the date hereof (such exchange ratio being hereinafter
referred to as the "Exchange Ratio"). Notwithstanding the
foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any Person (other than the
Company, any subsidiary of the Company, any employee benefit plan
of the Company or any such subsidiary, or any entity holding
shares of Common Stock for or pursuant to the terms of any such
plan or any Shore Affiliate), together with all Affiliates and
Associates of such Person, becomes the Beneficial owner of 50% or
more of the Common Stock then outstanding.
(b) Immediately upon the action of the Board of
Directors ordering the exchange of any Rights pursuant to
paragraph (a) of this Section 24 and without any further action
and without any notice, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such
Rights shall be to receive that number of shares of Common Stock
equal to the number of such Rights held by such holder multiplied
by the Exchange Ratio. The Company shall promptly give public
notice of any such exchange; provided, however, that the failure
to give, or any defect in, such notice shall not affect the
validity of such exchange. The Company promptly shall mail a
notice of any such exchange to all of the holders of such Rights
at their last addresses as they appear upon the registry books of
the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of exchange will state the
method by which the exchange of the Common Stock for Rights will
be effected and, in the event of any partial exchange, the number
of Rights which will be exchanged. Any partial exchange shall be
effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of
Section 11(a)(ii) hereof) held by each holder of Rights.
(c) In the event that there shall not be sufficient
Common Stock issued but not outstanding or authorized but
unissued to permit any exchange of Rights as contemplated in
accordance with this Section 24, the Company shall take all such
action as may be necessary to authorize additional Common Stock
for issuance upon exchange of the Rights. In the event the
Company shall, after good faith effort, be unable to take all
such action as may be necessary to authorize such additional
Common Stock, the Company shall substitute, for each share of
Common Stock that would otherwise be issuable upon exchange of a
Right, a number of shares of Preferred Stock or fraction thereof
such that the current per share market price of one share of
Preferred Stock multiplied by such number or fraction is equal to
the current per share market price of one share of Common Stock
as of the date of issuance of such shares of Preferred Stock or
fraction thereof.
(d) The Company shall not be required to issue
fractions of shares of Common Stock or to distribute certificates
which evidence fractional shares of Common Stock. In lieu of
such fractional shares of Common Stock, the Company shall pay to
the registered holders of the Right Certificates with regard to
which such fractional shares of Common Stock would otherwise be
issuable an amount in cash equal to the same fraction of the
current market value of a whole share of Common Stock. For the
purposes of this paragraph (d), the current market value of a
whole share of Common Stock shall be the closing price of a share
of Common Stock (as determined pursuant to the second sentence of
Section 13(g) hereof) for the Trading Day immediately prior to
the date of exchange pursuant to this Section 24.
Section 25. Notice of Certain Events After the
Distribution Date. In case after the Distribution Date any of
the events set forth in Section 13(a) of this Agreement shall
occur, then, in any such case, the Company shall as soon as
practicable thereafter give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of
the occurrence of such event, which shall specify the event and
the consequences of the event to holders of Rights under Section
13 hereof.
The failure to give the notice required by this Section
25 or any defect therein shall not affect the legality or
validity of the action taken by the Company or the vote upon any
such action.
Section 26. Notices. Notices or demands authorized by
this Agreement to be given or made by the Rights Agent or by the
holder of any Right Certificate to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing
with the Rights Agent) as follows:
Park Electrochemical Corp.
0 Xxxxxx Xxxxx
Xxxx Xxxxxxx, Xxx Xxxx 00000
Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company
or by the holder of any Right Certificate to or on the Rights
Agent shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed
in writing with the Company) as follows:
Registrar and Transfer Company
00 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any
Right Certificate (and, prior to the Distribution Date, the
holder of any Rights) shall be sufficiently given or made if sent
by first-class mail, postage prepaid, addressed to such holder of
any Right Certificates at the address of such holder as shown on
the registry books of the Company or the Rights Agent (and, prior
to the Distribution Date, addressed to the holder at the address
of such holder as shown on the stock transfer books maintained by
the Company's transfer agent).
Section 27. Supplements and Amendments. The Company,
by action of the Board of Directors, and the Rights Agent may
from time to time supplement, or amend this Agreement, the Rights
and the Right Certificates without the approval of any holders of
Rights or Right Certificates in order to cure any ambiguity, to
correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, or to
make, add, delete or change any other provisions hereunder which
the Board of Directors and the Rights Agent may deem necessary or
desirable and which shall not materially adversely affect the
interest of the holders of Rights or Right Certificates, as
determined in good faith by the Board of Directors.
Section 28. Successors. All the covenants and
provisions of this Agreement by or for the benefit of the Company
or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.
Section 29. Benefits of This Agreement. Nothing in
this Agreement shall be construed to give any Person other than
the Company, the Rights Agent and the registered holders of the
Right Certificates (and, prior to the Distribution Date, the
Common Stock) any legal or equitable right, remedy or claim under
this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the
registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Stock).
Section 30. Severability. If any term, provision,
covenant, right, obligation, directive, requirement or
restriction of this Agreement is held by a court of competent
jurisdiction or other binding authority to be invalid, unlawful,
tolled, limited, void or unenforceable for any reason whatsoever,
the remainder of the terms, provisions, covenants, rights,
obligations, directives, requirements and restrictions of this
Agreement shall remain in full force and effect and shall in no
way be affected, impaired or invalidated thereby, it being
specifically agreed that all such remaining items are fully
severable, separate, distinct and enforceable.
Section 31. Governing Law. This Agreement and each
Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of New York and for all
purposes shall be governed by and construed and enforced in
accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State and without
reference to concepts of conflicts of law.
Section 32. Counterparts. This Agreement may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and
the same instrument.
Section 33. Descriptive Headings. Descriptive
headings of the several Sections of this Agreement are inserted
for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.
Attest: Park Electrochemical Corp.
By By
Name: Name:
Title: Title:
Attest: Registrar & Transfer Company
By By
Name: Name:
Title: Title:
EXHIBIT A
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
PARK ELECTROCHEMICAL CORP.
(Under Section 805 of the Business Corporation Law)
It is hereby certified that:
FIRST: The name of the Corporation is PARK
ELECTROCHEMICAL CORP. and the name under which the Corporation
was formed was PARK NAME PLATE INC.
SECOND: The Certificate of Incorporation of the
Corporation was filed with the Department of State of the State
of New York on March 31, 1954. The Restated Certificate of
Incorporation of the Corporation was filed by the Department of
State of the State of New York on April 10, 1989.
THIRD: The amendment of the Certificate of
Incorporation effected by this Certificate of Amendment is to
amend certain provisions in the Certificate of Incorporation
relating to the relative rights, preferences and limitations of
the shares of a series of Preferred Stock, as fixed by the Board
of Directors pursuant to authority expressly vested in them in
the Certificate of Incorporation.
FOURTH: To accomplish the foregoing amendment, Section
6 of Article IV of the Certificate of Incorporation shall be
deleted and a new Section 6 shall be added to Article IV of the
Certificate of Incorporation which shall read as follows:
"The Board of Directors has authorized a series of
Preferred Stock which series shall be designated as
Series A Preferred Stock (the "Series A Preferred
Stock") and the number of shares constituting such
series shall be 300,000.
(a) The holders of record of shares of Series A
Preferred Stock shall be entitled to receive, when, as
and if declared by the Board of Directors or a duly
authorized committee thereof out of funds legally
available for the purpose, dividends in cash at the
rate per share of 5% per annum (calculated as a
percentage of the liquidation value per share of $100).
Dividends shall be payable quarterly, on the dates on
which a quarterly dividend or distribution on the
Common Stock, $.10 par value per share ("Common Stock")
of the Corporation is payable (other than a dividend
payable in Common Stock) (each such date being referred
to herein as a "Dividend Payment Date"), commencing on
the first Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A
Preferred Stock, or, if no such dividends on the Common
Stock are payable, then on such quarterly dates
designated by the Board of Directors or a duly
authorized committee thereof. To the extent the Board
of Directors or a duly authorized committee thereof
does not declare the full 5% dividend or, if so
declared, such dividend is not fully paid in cash, the
amount not so declared or paid shall accumulate as
provided in paragraph (b) of this Section 6. The Board
of Directors or a duly authorized committee thereof may
fix a record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive
payment of a dividend declared thereon, which record
date shall be not less than 10 days nor more than 50
days prior to the date fixed for the payment thereof.
(b) Dividends on the outstanding share of Series
A Preferred Stock shall be cumulative from the date of
issue of such shares. Accrued dividends, whether or
not declared, that are not paid shall compound
quarterly at 5% per annum until the date of payment of
such dividends. The amounts with respect to such
compounding shall also constitute accrued dividends.
Accumulated but unpaid dividends may be declared and
paid at any time, without reference to any regular
Divided Payment Date, to holders of record on such
date, not less than 10 days nor more that 50 days
preceding the payment date thereof, as may be fixed by
the Board of Directors of the Corporation of a duly
authorized committee thereof.
(c) So long as any of the shares of Series A
Preferred Stock are outstanding, no dividends shall be
paid or declared, nor any distribution be made, on the
Common Stock, or any other security junior to the
Series A Preferred Stock, other than a dividend payable
in Common Stock or such other junior security, nor
shall any shares of Common Stock, or any other security
junior to the Series A Preferred Stock, be acquired for
consideration by the Corporation, unless all dividends
on the Series A Preferred Stock for all past dividend
dates shall have been paid and the full dividends
thereon for the most recent dividend date shall have
been paid, or declared and a sum sufficient for the
payment thereof set apart. Subject to the foregoing
provisions, dividends on the Common Stock (payable in
cash, stock or otherwise) as may be determined by the
Board of Directors may be declared and paid from time
to time out of the remaining funds legally available
for the payment of dividends, and the Series A
Preferred Stock shall not be entitled to participate in
any such dividends, whether payable; in cash, stock or
otherwise.
(d) The holders of record of shares of Series A
Preferred Stock shall not be entitled to any voting
rights, except as otherwise provided by law.
(e) The shares of Series A Preferred Stock shall
not be redeemable.
(f) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs
of the Corporation, the holders of shares of Series A
Preferred Stock then outstanding shall be entitled to
be paid out of the assets of the Corporation available
for distribution to its stockholders an amount in cash
equal to the greater of (i) $100 for each whole share
outstanding or (ii) an aggregate amount for each whole
share outstanding equal to 100 times the aggregate
amount distributable per share with respect to the
Common Stock; such amount in either case to be reduced
pro rata for any fractional shares outstanding, plus an
amount in cash equal to all accrued by unpaid dividends
thereon (as provided in paragraphs (a), (b) and (c) of
this Section 6 above) to the date fixed for
liquidation, dissolution or winding up before any
payment shall be made or any assets distributed to the
holders of any shares of Common Stock or to the holders
of any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock. If the assets of
the Corporation are not sufficient to pay in full the
liquidation payments payable to the holders of
outstanding shares of Series A Preferred Stock, then
the holders of all such shares shall share ratably in
such distribution of assets in accordance with the
amount which would be payable on such distribution if
the amounts to which the holders of outstanding shares
of Series A Preferred Stock are entitled were paid in
full.
(g) For the purposes of this Section 6, neither
the voluntary sale, conveyance, exchange or transfer
(for cash, shares of stock, securities or other
consideration) of all or substantially all the property
or assets of the Corporation nor the consolidation or
merger of the Corporation with one or more other
corporations shall be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary,
unless such voluntary sale, conveyance, exchange or
transfer shall be in connection with a dissolution or
winding up the business of the Corporation.
(h) The Series A Preferred Stock shall be pari
passu to all other series of the Corporation's
Preferred Stock as to the payment of dividends and the
distribution of assets, except to the extent a series
is made junior or subordinate to the Series A Preferred
Stock.
(i) Each fractional share of the Series A
Preferred Stock outstanding shall be entitled to a
ratably proportionate amount of all rights relating to
the shares of the Series A Preferred Stock, including
dividend and voting rights. The liquidation payment or
redemption payment with respect to each fractional
share of Series A Preferred Stock shall be equal to a
ratably proportionate amount of the liquidation payment
or redemption payment with respect to each outstanding
share of Series A Preferred Stock.
FIFTH: The foregoing amendment of the Certificate of
Incorporation of the Corporation was authorized by the vote at a
meeting of the Board of Directors of the Corporation.
IN WITNESS WHEREOF, we have executed and subscribed
this Certificate and do affirm the foregoing as true under the
penalties of perjury as of the this 7th day of August, 1995.
_____________________________
_____________________________
EXHIBIT B
FORM OF RIGHT CERTIFICATE
Certificate No. R- __________ Rights
NOT EXERCISABLE AFTER JULY 12, 2005 OR EARLIER IF REDEMPTION
OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION,
AND TO EXCHANGE AT THE OPTION OF THE COMPANY ON THE TERMS SET
FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES,
AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY ANY
PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN
THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH
RIGHTS MAY BE LIMITED.
Right Certificate
Park Electrochemical Corp.
This certifies that ___________, or registered
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles such registered owner,
subject to the terms, provisions and conditions of the
Amended and Restated Rights Agreement dated as of July 12,
1995 (the "Rights Agreement") between Park Electrochemical
Corp. a New York corporation (the "Company"), and Registrar &
Transfer Company (the "Rights Agent"), to purchase from the
Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to 5:00 P.M.
(New York City time) on July 12, 2005 at the office of the
Rights Agent, or its successors as Rights Agent, in Cranford,
New Jersey, one one-hundredth of a fully paid, nonassessable
share of the Series A Preferred Stock (the 'Preferred Stock')
of the Company, at a purchase price of $150.00 (the "Purchase
Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase on the
reverse hereof duly executed. The number of Rights evidenced
by this Right Certificate (and the number of one one-
hundredths of a share which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per one one-
hundredth of a share of Preferred Stock set forth above, are
the number and Purchase Price as of July 12, 1995 based on
the Preferred Stock as constituted at such date.
As provided in the Rights Agreement, the Purchase
Price and the number of shares of Preferred Stock which may
be purchased upon the exercise of the Rights evidenced by
this Right Certificate are subject to modification and
adjustment upon the happening of certain events.
This Right Certificate is subject to all of the
terms, provisions and conditions of the Rights Agreement,
which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and
to which Rights Agreement reference is hereby made for a full
description of the rights, limitations or rights obligations,
duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Right Certificates. Copies of
the Rights Agreement are on file at the executive offices of
the Company and are also available upon written request to
the Company.
This Right Certificate, with or without other Right
Certificates, upon surrender at the office of the Rights
Agent, may be exchanged for another Right Certificate or
Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of
shares of Preferred Stock as the Rights evidence by the Right
Certificate or Right Certificates surrendered shall have
entitled such holder to purchase. If this Right Certificate
shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or
Rights Certificates for the number of whole Rights not
exercised. A Right may be exercised only once, regardless of
the purpose of such exercise.
Subject to the provisions of the Right Agreement,
the Rights evidenced by this Certificate (1) may be redeemed
by the Company at its option at a redemption price of $.01
per Right or (2) may be exchanged by the Company in whole or
in part for shares of the Company's Common Stock.
No holder of this Right Certificate shall be deemed
for any purpose the holder of shares of Preferred Stock or of
any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained
in the Rights Agreement or herein be construed to confer upon
the holder hereof, as such, any of the rights of a
stockholder of the Company, including any right to receive
notice of meetings or other actions affecting stockholders
(except as provided in the Rights Agreement), or to receive
dividends, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the
Rights Agreement and then only to the extent therein
provided.
This Right Certificate shall not be valid or
obligatory for any purpose until it shall have been
countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper
officers of the Company and its corporate seal.
Dated as of _______, ____
ATTEST: Park Electrochemical Corp.
By:_____________________
By:_________________________ Secretary
Chairman of the Board
Countersigned:
Registrar & Transfer Company
By:__________________________
Authorized Signature
[On Reverse Side of Right Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer this Right Certificate.)
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
(Please print name and address of transferee)
this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint ___________________ Attorney, to transfer the within
Right Certificate on the books of the within-named Company
and of the Rights Agent, with full power of substitution.
Dated:__________, ____
______________________________
Signature
NOTICE
The signature on the foregoing Form of Assignment
must correspond to the name as written upon the face of this
Right Certificate in every particular, without alteration or
enlargement or any change whatsoever.
[On Reverse Side of Right Certificate]
FORM OF ELECTION TO PURCHASE
(To be executed by the registered holder if
such holder desires to exercise the Rights
represented by the certificate to
Purchase Preferred Stock.)
To the Rights Agent:
The undersigned hereby irrevocably elects to
exercise ______________ Rights represented by this Right
Certificate to purchase the shares of Preferred Stock
issuable upon the exercise of such Rights and requests that
certificates for such shares of Preferred Stock be issued in
the name of:
Please insert social security
or other identifying number
(Please print name and address)
If such number of Rights shall not be all the
Rights evidenced by this Right Certificate, a new Right
Certificate for the balance of such Rights shall be
registered in the name of and delivered to:
Please insert social security
or other identifying number
(Please print name and address)
Dated: ________________, ____
Signature
NOTICE
The signature on the foregoing Form of Election to
Purchase must correspond to the name as written upon the face
of this Right Certificate in every particular, without
alteration or enlargement or any change whatsoever.
