|
|
|
|
Document Preview Rights Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Rights Agreement |
|||
|
Entities: |
||||
|
Date: |
2003 |
|||
|
Size: |
Preview shows 16KB of 157KB total |
|||
|
Price: |
$64 |
|||
|
ID: |
#877764 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
SPARTAN MOTORS, INC.
and
AMERICAN STOCK TRANSFER & TRUST CO.
Rights Agent
Rights Agreement
Dated as of June 4, 1997
TABLE OF CONTENTS
|
Page | ||
|
Section 1. |
Certain Definitions |
1 |
|
Section 2. |
Appointment of Rights Agent |
4 |
|
Section 3. |
Issue of Rights Certificates |
4 |
|
Section 4. |
Form of Rights Certificates |
6 |
|
Section 5. |
Countersignature and Registration |
7 |
|
Section 6. |
Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, |
|
|
Section 7. |
Exercise of Rights; Purchase Price; Expiration Date of Rights |
8 |
|
Section 8. |
Cancellation and Destruction of Rights Certificates |
10 |
|
Section 9. |
Reservation and Availability of Capital Stock |
10 |
|
Section 10. |
Preferred Stock Record Date |
11 |
|
Section 11. |
Adjustment of Purchase Price, Number and Kind of Shares or Number of |
|
|
Section 12. |
Certificate of Adjusted Purchase Price or Number of Shares |
22 |
|
Section 13. |
Consolidation, Merger or Sale or Transfer of Assets or Earning Power |
22 |
|
Section 14. |
Fractional Rights and Fractional Shares |
25 |
|
Section 15. |
Rights of Action |
26 |
|
Section 16. |
Agreement of Right Holders |
26 |
|
Section 17. |
Rights Certificate Holder Not Deemed a Shareholder |
27 |
|
Section 18. |
Concerning the Rights Agent |
27 |
|
Section 19. |
Merger or Consolidation or Change of Name of Rights Agent |
28 |
|
Page | ||
|
Section 20. |
Duties of Rights Agent |
28 |
|
Section 21. |
Change of Rights Agent |
31 |
|
Section 22. |
Issuance of New Rights Certificates |
31 |
|
Section 23. |
Redemption |
32 |
|
Section 24. |
Notice of Certain Events |
33 |
|
Section 25. |
Notices |
34 |
|
Section 26. |
Supplements and Amendments |
35 |
|
Section 27. |
Successors |
36 |
|
Section 28. |
Determinations and Actions by the Board of Directors, etc |
36 |
|
Section 29. |
Benefits of this Agreement |
36 |
|
Section 30. |
Severability |
37 |
|
Section 31. |
Governing Law |
37 |
|
Section 32. |
Counterparts |
37 |
|
Section 33. |
Descriptive Headings |
37 |
|
EXHIBIT A |
- |
FORM OF CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES OF PREFERRED STOCK |
|
EXHIBIT B |
- |
FORM OF RIGHTS CERTIFICATE |
|
EXHIBIT C |
- |
SUMMARY OF RIGHTS TO PURCHASE SERIES A PREFERRED STOCK |
RIGHTS AGREEMENT
Agreement, dated as of June 4, 1997, between SPARTAN MOTORS, INC., a Michigan corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST CO., a New York corporation (the "Rights Agent").
P R E A M B L E
The Board of Directors of the Company has authorized and declared a dividend of one Series A Preferred Stock Purchase Right (the "Rights") on each share of common stock, $.01 par value, of the Company (the "Common Stock") outstanding on July 7, 1997 (the "Record Date"), and has authorized the issuance of one Right with respect to each share of Common Stock that shall become outstanding between July 7, 1997, and the earlier of the Distribution Date or the Expiration Date (as such terms are defined in Sections 3 and 7 hereof), each Right representing the right to purchase one one-hundredth of a share of Series A Preferred Stock, having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights of Series A Preferred Stock (the "Preferred Stock"), attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth.
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 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 and Associates (as such terms are hereinafter defined) of such Person, shall be 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 wholly owned subsidiary of the Company or any employee benefit plan of the Company or any subsidiary of the Company or an entity holding Common Stock for or pursuant to the terms of any such employee benefit plan, nor shall the term Acquiring Person include any Person that is the Beneficial Owner of 5% or more of the shares of Common Stock outstanding as of the date of this Agreement, or any Affiliates or Associates of such Person.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us