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Title: |
Rights Agreement |
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Date: |
2007 |
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Size: |
Preview shows 25KB of 128KB total |
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Price: |
$64 |
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ID: |
#2770659 |
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PRA INTERNATIONAL
and
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Rights Agent
Rights Agreement
Dated as of March 23, 2007
TABLE OF CONTENTS
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Section 1. |
Certain Definitions | 1 | ||
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Section 2. |
Appointment of Rights Agent | 4 | ||
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Section 3. |
Issue of Right Certificates. | 5 | ||
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Section 4. |
Form of Right Certificates | 6 | ||
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Section 5. |
Countersignature and Registration. | 6 | ||
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Section 6. |
Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. | 7 | ||
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Section 7. |
Exercise of Rights; Purchase Price; Expiration Date of Rights. | 8 | ||
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Section 8. |
Cancellation and Destruction of Right Certificates | 9 | ||
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Section 9. |
Availability of Preferred Shares. | 9 | ||
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Section 10. |
Preferred Shares Record Date | 10 | ||
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Section 11. |
Adjustment of Purchase Price, Number of Shares or Number of Rights | 10 | ||
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Section 12. |
Certificate of Adjusted Purchase Price or Number of Shares | 16 | ||
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Section 13. |
Consolidation, Merger or Sale or Transfer of Assets or Earning Power | 17 | ||
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Section 14. |
Fractional Rights and Fractional Shares. | 18 | ||
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Section 15. |
Rights of Action | 19 | ||
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Section 16. |
Agreement of Right Holders | 20 | ||
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Section 17. |
Right Certificate Holder Not Deemed a Stockholder | 20 | ||
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Section 18. |
Concerning the Rights Agent | 20 | ||
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Section 19. |
Merger or Consolidation or Change of Name of Rights Agent | 21 | ||
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Section 20. |
Duties of Rights Agent | 21 | ||
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Section 21. |
Change of Rights Agent | 23 | ||
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Section 22. |
Issuance of New Right Certificates | 24 | ||
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Section 23. |
Redemption | 24 | ||
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Section 24. |
Exchange | 25 | ||
i
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Section 25. |
Notice of Certain Events | 26 | ||
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Section 26. |
Notices | 27 | ||
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Section 27. |
Supplements and Amendments | 27 | ||
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Section 28. |
Successors | 28 | ||
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Section 29. |
Benefits of this Rights Agreement | 28 | ||
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Section 30. |
Severability | 28 | ||
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Section 31. |
Governing Law | 28 | ||
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Section 32. |
Counterparts | 28 | ||
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Section 33. |
Descriptive Headings | 28 | ||
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Exhibit A - |
Form of Certificate of Designations of Series A Junior Participating Preferred Stock | |||
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Exhibit B - |
Form of Right Certificate | |||
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Exhibit C - |
Summary of Rights to Purchase Preferred Shares | |||
ii
RIGHTS AGREEMENT
Rights Agreement, dated as of March 23, 2007, by and between PRA INTERNATIONAL, a Delaware corporation (the Company), and American Stock Transfer & Trust Company (the Rights Agent).
The Board of Directors of the Company has authorized and directed the issuance, and declared a dividend, of one preferred share purchase right (a Right) for each Common Share outstanding as of the close of business on April 4, 2007 (the Record Date). Each Right represents the right to purchase one one-thousandth of a Preferred Share, upon the terms and subject to the conditions set forth in the form of Certificate of Designations attached hereto as Exhibit A authorized by the Board of Directors of the Company on March 23, 2007 upon the terms and subject to the conditions hereinafter set forth. The Board of Directors of the Company has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Expiration Date.
Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. For purposes of this Rights Agreement, the following terms have the meanings indicated:
(a) Acquiring Person shall mean any Person who or which, together with its Affiliates and Associates, shall be the Beneficial Owner of 20% or more of the Common Shares then outstanding, but shall not include (i) the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan, (ii) any Person who or which becomes the Beneficial Owner of 20% or more of the Common Shares then outstanding as the result of a reduction in the outstanding Common Shares resulting from acquisition of Common Shares by the Company approved by the Board of Directors, unless and until such Person becomes the Beneficial Owner of any additional Common Shares, other than pursuant to a stock dividend or stock split, (iii) any Person who or which the Board of Directors of the Company determines, in good faith, became an Acquiring Person inadvertently, if such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person or (iv) any Person who or which the Board of Directors of the Company determines, prior to the time such Person would otherwise be an Acquiring Person, should be exempted from the definition of Acquiring Person, provided, however that the Board of Directors may make such exemption subject to such conditions, if any, which the Board of Directors may determine.
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