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Document Preview Rights Agreement |
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Title: |
Rights Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 22KB of 167KB total |
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Price: |
$45 |
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ID: |
#281639 |
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Start of Preview |
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____________________________________________________
KING PHARMACEUTICALS, INC.
and
AMERICAN STOCK TRANSFER & TRUST COMPANY
Rights Agent
RIGHTS AGREEMENT
Dated as of July 23, 2004
_____________________________________________________
TABLE OF CONTENTS
|
Section 1. |
Certain Definitions |
1 |
|
Section 2. |
Appointment of Rights Agent |
8 |
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Section 3. |
Issuance of Rights Certificates |
8 |
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Section 4. |
Form of Rights Certificates |
10 |
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Section 5. |
Execution |
11 |
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Section 6. |
Transfer, Division, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates. |
11 |
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Section 7. |
Exercise of Rights. Purchase Price; Expiration Date of Rights |
12 |
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Section 8. |
Cancellation and Destruction of Rights Certificates |
14 |
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Section 9. |
Reservation and Availability of Preferred Stock |
15 |
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Section 10. |
Preferred Stock Record Date |
16 |
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Section 11. |
Adjustments to Purchase Price. Number of Shares or Number of Rights |
16 |
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Section 12. |
Certification of Adjustments |
25 |
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Section 13. |
Consolidation. Merger or Sale or Transfer of Assets or Earning Power |
25 |
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Section 14. |
Fractional Rights and Fractional Shares |
28 |
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Section 15. |
Rights of Action |
29 |
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Section 16. |
Agreement of Rights Holders Concerning Transfer and Ownership of Rights |
29 |
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Section 17. |
Rights Holder Not Deemed a Stockholder |
30 |
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Section 18. |
Concerning the Rights Agent |
30 |
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Section 19. |
Merger or Consolidation or Change of Name of Rights Agent |
31 |
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Section 20. |
Duties of Rights Agent |
31 |
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Section 21. |
Change of Rights Agent |
33 |
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Section 22. |
Issuance of New Rights Certificates |
34 |
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Section 23. |
Redemption and Termination |
34 |
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Section 24. |
Notice of Certain Events |
35 |
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Section 25. |
Notices |
36 |
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Section 26. |
Supplements and Amendments |
36 |
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Section 27. |
Successors |
37 |
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Section 28. |
Benefits of this Agreement; Determinations and Actions by the Board of Directors |
37 |
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Section 29. |
Severability. |
38 |
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Section 30. |
Governing Law |
38 |
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Section 31. |
Counterparts |
38 |
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Section 32. |
Descriptive Headings |
38 |
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Section 33. |
Grammatical Construction |
38 |
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EXHIBIT A |
Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A |
A-1 |
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EXHIBIT B |
Form of Rights Certificate |
B-1 |
-i-
RIGHTS AGREEMENT
Rights Agreement (this Agreement) dated as of July 23, 2004, between King Pharmaceuticals, Inc. a Tennessee corporation (the Company) and American Stock Transfer & Trust Company, a trust company organized under the laws of the State of New York (the Rights Agent).
RECITALS
The Board of Directors of the Company has authorized and declared the payment of a dividend of one preferred share purchase right (the Right) for each share of Common Stock (as defined in Section 1) outstanding at the Close of Business on the Record Date (as defined in Section 1) and has authorized the issuance of one Right for each share of Common Stock issued between the Record Date and the Distribution Date (as defined in Section 1), and, in certain cases following the Distribution Date. Each Right represents, as of the Close of Business on the Record Date, the right to purchase one one-thousandth of a share of Preferred Stock (as defined in Section 1) upon the terms and subject to the conditions hereinafter set forth.
In connection with the initial public offering of the Company's common stock pursuant to the registration statement on Form S-1 filed with the Securities and Exchange Commission on October 24, 1997, the Board of Directors of the Company approved a rights agreement. This Agreement amends and restates the rights agreement approved in 1997.
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth in this Agreement, the parties hereby agree as follows
Section 1.
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