Issuance of Rights Certificates; Expiration of Rights
As soon as practicable following the Distribution Date, a Rights Certificate will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and such separate Rights Certificate alone will evidence the Rights from and after the Distribution Date. The Rights will expire on the earliest of (i) March 1, 2029, (the Final Expiration
Date), or (ii) redemption or exchange of the Rights as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until one of the further events described below, holders of the Rights will be entitled to receive, upon exercise and the
payment of the Exercise Price, one
one-thousandth
of a share of the Preferred Stock. In the event that the Company does not have sufficient Preferred Stock available for all Rights to be exercised, or the
board of directors decides that such action is necessary and not contrary to the interests of Rights holders, the Company may instead substitute cash, assets or other securities for the Preferred Stock for which the Rights would have been
exercisable under this provision or as described below.
Right to Buy Company Common Stock
Unless the Rights are earlier redeemed, in the event that a person becomes an Acquiring Person, then each holder of a Right which has not theretofore been
exercised (other than Rights beneficially owned by the Acquiring Person, which will thereafter be void) will thereafter have the right to receive, upon exercise, Common Stock having a value equal to two times the Exercise Price. Rights are not
exercisable following the occurrence of an event as described above until such time as the Rights are no longer redeemable by the Company as set forth below.
Right to Buy Acquiring Company Stock
Similarly, unless
the Rights are earlier redeemed, in the event that, after a person becomes an Acquiring Person, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Companys consolidated assets or
earning power are sold, proper provision must be made so that each holder of a Right which has not theretofore been exercised (other than Rights beneficially owned by the Acquiring Person, which will thereafter be void) will thereafter have the
right to receive, upon exercise, shares of common stock of the acquiring company having a value equal to two times the Exercise Price.
Redemption
At any time on or prior to the close of business on the earlier of (i) the first date of the public announcement that a person has become an
Acquiring Person or (ii) the Final Expiration Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.0001 per Right.
Exchange Provision
At any time after a person becomes an
Acquiring Person and prior to the acquisition by such Acquiring Person of 50% or more of the Companys outstanding Common Stock, the board of directors of the Company may exchange the Rights (other than Rights beneficially owned by the
Acquiring Person, which shall be void), in whole or in part, at an exchange ratio of two Common Stock per Right.
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