Exchange; Redemption
. At any time after there is an Acquiring Person and prior to the
acquisition of beneficial ownership by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board, at its option, may exchange each Right (other than Rights that have been become null and void as described above) in
whole or in part, at an exchange ratio of one share of Common Stock per outstanding Right (subject to adjustment).
At any time before
there is an Acquiring Person, the Board may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to certain adjustments) (the
Redemption Price
). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish.
Immediately upon the
action of the Board electing to redeem or exchange the Rights, the Company will make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
No Rights as Shareholder
. Until a Right is exercised or exchanged, the Right does not entitle the holder thereof
to any rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.
Amendment of
the Rights Agreement
. The Board may amend or supplement the Rights Agreement without the approval of any holders of Rights, including, without limitation, in order to (i) cure any ambiguity, (ii) correct inconsistent provisions,
(iii) alter time period provisions or (iv) make additional changes to the Rights Agreement that the Board deems necessary or desirable. However, at any time after there is an Acquiring Person, the Rights Agreement may not be supplemented
or amended in any manner that would adversely affect the interests of the holders of Rights.
Certain Anti-takeover Effects
. The
Rights may have the effect of rendering more difficult or discouraging an acquisition of the Company deemed desirable by the Board. The Rights may cause substantial dilution to any person or group that attempts to acquire control of the Company on
terms or in a manner not approved by the Board, except pursuant to an offer conditioned upon the negation, purchase or redemption of the Rights.
The Rights are not intended to prevent all takeovers of the Company and will not do so. Since, subject to the restrictions described above,
the Company may redeem the Rights prior to the Distribution Date, the Rights should not interfere with any merger or other business combination approved by the Board.
* * * * *
The above description
of the Rights Agreement and the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is filed as
Exhibit 4.1
hereto and is incorporated herein by reference.
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