Reloadable rights plan for preferred and common stock

A method of preparing a shareholders rights plan for minimizing the potential of an unsolicited acquisition of a company, upon terms unacceptable to its board of directors, comprising:

• drafting a first provision for issuing rights as pro rata distributions to all common stockholders of the company upon a board of directors approving the shareholders rights plan, wherein the issued rights include initial rights and subsequent rights and the issued rights are deemed attached to certificates for then issued and outstanding shares of common stock and are attached to subsequently issued new common stock certificates by affixing a notation incorporating the rights by reference to the shareholders rights plan, and the rights are transferable only with the common stock certificates and are not immediately exercisable on issuance;
• drafting a second provision for distribution of separate certificates for the rights, to the stockholders of the company to be issued on a distribution date, triggered by at least one of the following:
• (i) acquisition of beneficial ownership of a predetermined percentage of issued and outstanding shares of common stock of the company and (ii) announcement of a tender offer that could result in beneficial ownership of a predetermined percentage of issued and outstanding shares of common stock of the company;
• drafting a third provision for exercising the initial rights from the separate certificates on or after acquisition of beneficial ownership of a predetermined percentage of the issued and outstanding shares of common stock of a company by an acquiring person, wherein the initial rights enable the stockholder to purchase a first predetermined number of common stock shares at a discount price;
• drafting a fourth provision for issuing subsequent rights certificates, to holders of common stock of the company and to holders of initial rights certificates that have not been exercised, wherein the subsequent rights will be issued on a distribution date, wherein the distribution date is triggered by at least one of the following:
• (i) acquisition of beneficial ownership of a predetermined percentage of issued and outstanding shares of common stock of the company and (ii) announcement of a tender offer that could result in beneficial ownership of a predetermined percentage of issued and outstanding shares of common stock of the company;
• drafting a fifth provision for exercising the subsequent rights, wherein the subsequent rights enable the stockholders of common stock of the company and the stockholders of previously unexercised rights certificates to purchase a subsequent predetermined number of common stock shares at a discount price;
• and
• drafting a sixth provision for continuously reloading the subsequent rights, wherein the subsequent rights become exercisable every time a subsequent triggering event thereafter occurs.

A method of preparing a preferred stock shareholders rights plan, comprising:

• drafting a first provision for issuing preferred stock purchase rights as pro rata distributions to all common stockholders of the company, wherein the preferred stock rights allows the common stockholders to purchase a unit of preferred stock at a predetermined exercise price prior to the first triggering event;
• drafting a second provision for issuing preferred stock rights as pro rata distributions to all common stockholders of the company upon a board of directors approving terms of the preferred stock, wherein the issued rights are deemed attached to certificates for then issued and outstanding shares of common stock and are attached to subsequently issued new common stock certificates by affixing a notation incorporating the rights by reference to the shareholders rights plan;
• drafting a third provision for separating the initial rights and subsequent rights from the common stock certificates on and after a first triggering event;
• drafting a fourth provision for exercising initial converted common stock rights on or after a second triggering event, wherein the initial rights permit the stockholder to purchase a first predetermined number of common stock shares at a discount price;
• drafting a fifth provision for exercising subsequent converted common stock rights of the company, wherein the subsequent rights enable a common stockholder and previous unexercised rights certificate holder to purchase a second predetermined number of common stock shares at the discount price;
• and
• drafting a sixth provision for continuously reloading the subsequent flip-in common stock rights, wherein the subsequent flip-in common stock rights become exercisable every time a subsequent triggering event thereafter occurs.

A method of minimizing the potential for an unsolicited acquisition of a company upon terms unacceptable to its board of directors, comprising:

• issuing rights of the company as pro rata distributions, wherein the rights include initial common stock rights and subsequent common stock rights;
• exercising the initial rights, wherein the initial rights enable a stockholder to purchase a first predetermined number of common stock shares at a discount price;
• exercising the subsequent rights, wherein the subsequent rights enable the stockholder to purchase a second predetermined number of common stock shares at the discount price;
• and
• continuously reloading the subsequent rights, wherein the subsequent rights become exercisable every time a person acquires a substantial block of shares of the company.

The method of preparing a shareholders rights plan of a company, comprising:

• drafting a first provision for issuing rights as pro rata distributions to all common stockholders of the company;
• drafting a second provision for exercising the initial rights, wherein the initial rights enable the common stockholders, other than the bidder, to purchase a first predetermined number of common stock shares at a discount price;
• drafting a third provision for exercising the subsequent rights, wherein the subsequent rights enable the stockholder and holder of a previously unexercised rights certificate to purchase a second predetermined number of common stock shares of the company at the discount price;
• and
• drafting a fourth provision for continuously reloading the subsequent rights.

A method of preparing a preferred stock shareholders rights plan of a company, comprising:

• drafting a first provision for issuing, as pro rata distributions to all common stockholders of the company, rights to purchase preferred stock, wherein the preferred stock rights allows the common stockholders to purchase a unit of preferred stock at an exercise price prior to the first triggering event;
• drafting a second provision for issuing rights as pro rata distributions to all common stockholders of the company;
• drafting a third provision for exercising the initial rights, wherein the initial rights permit the stockholder to purchase a first predetermined number of common stock shares of the company at a discount price;
• drafting a fourth provision for exercising the subsequent rights, wherein the subsequent rights enable the stockholder to purchase a second predetermined number of common stock shares of the company at the discount price;
• and
• drafting a fifth provision for continuously reloading the subsequent rights.