OEH » Topics » Shareholder rights agreement

These excerpts taken from the OEH 10-K filed Mar 2, 2009.

(c)           Shareholder rights agreement

 

The Company has in place a shareholder rights agreement which will be implemented not earlier than the tenth day following the first to occur of (i) the public announcement of the acquisition by a person (other than a subsidiary of the Company) of 15% or more of the outstanding class A common shares or 15% or more of the outstanding class B common shares, and (ii) the commencement or announcement of a tender offer or exchange offer by a person for 30% or more of the outstanding class A common shares or 30% or more of the outstanding class B common shares.  At that time, the rights will detach from the class A and class B common shares, and the holders of the rights will be entitled to purchase, for each right held, one one-hundredth of a series A junior

 

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Table of Contents

 

participating preferred share of the Company at an exercise price of $142 (the “Purchase Price”) for each one one-hundredth of such junior preferred share, subject to adjustment in certain events.  From and after the date on which any person acquires beneficial ownership of 15% or more of the outstanding class A common shares or 15% or more of the outstanding class B common shares, each holder of a right (other than the acquiring person) will be entitled upon exercise to receive, at the then current Purchase Price and in lieu of the junior preferred shares, that number of class A or class B common shares (depending on whether the right was previously attached to a class A or B share) having a market value of twice the Purchase Price.  If the Company is acquired or 50% or more of its consolidated assets or earning power is sold, each holder of a right will be entitled to receive, upon exercise at the then current Purchase Price, that amount of common equity of the acquiring company which at the time of such transaction would have a market value of two times the Purchase Price.  Also, the Company’s board of directors may exchange all or some of the rights for class A and class B common shares (depending on whether the right was previously attached to a class A or B share) if any person acquires 15% beneficial ownership as described above, but less than 50% beneficial ownership.  The rights will expire on June 1, 2010 but may be redeemed at a price of $0.05 per right at any time prior to the tenth day following the date on which a person acquires beneficial ownership of 15% or more of the outstanding class A common shares or 15% of more of the outstanding class B common shares.

 

(c)           Shareholder rights agreement



 



The
Company has in place a shareholder rights agreement which will be implemented
not earlier than the tenth day following the first to occur of (i) the
public announcement of the acquisition by a person (other than a subsidiary of
the Company) of 15% or more of the outstanding class A common shares or 15% or
more of the outstanding class B common shares, and (ii) the commencement
or announcement of a tender offer or exchange offer by a person for 30% or more
of the outstanding class A common shares or 30% or more of the outstanding
class B common shares.  At that time, the
rights will detach from the class A and class B common shares, and
the holders of the rights will be entitled to purchase, for each right held,
one one-hundredth of a series A junior



 



126
















Table of
Contents



 



participating
preferred share of the Company at an exercise price of $142 (the “Purchase
Price”) for each one one-hundredth of such junior preferred share, subject to
adjustment in certain events.  From and
after the date on which any person acquires beneficial ownership of 15% or more
of the outstanding class A common shares or 15% or more of the outstanding
class B common shares, each holder of a right (other than the acquiring person)
will be entitled upon exercise to receive, at the then current Purchase Price
and in lieu of the junior preferred shares, that number of class A or
class B common shares (depending on whether the right was previously
attached to a class A or B share) having a market value of twice the
Purchase Price.  If the Company is
acquired or 50% or more of its consolidated assets or earning power is sold,
each holder of a right will be entitled to receive, upon exercise at the then
current Purchase Price, that amount of common equity of the acquiring company
which at the time of such transaction would have a market value of two times
the Purchase Price.  Also, the Company’s
board of directors may exchange all or some of the rights for class A and
class B common shares (depending on whether the right was previously
attached to a class A or B share) if any person acquires 15% beneficial
ownership as described above, but less than 50% beneficial ownership.  The rights will expire on June 1, 2010
but may be redeemed at a price of $0.05 per right at any time prior to the
tenth day following the date on which a person acquires beneficial ownership of
15% or more of the outstanding class A common shares or 15% of more of the
outstanding class B common shares.



 



These excerpts taken from the OEH 10-K filed Feb 29, 2008.
Shareholder rights agreement

 

The Company has in place a shareholder rights agreement which will be implemented not earlier than the tenth day following the first to occur of (i) the public announcement of the acquisition by a person (other than a subsidiary of the Company) of 15% or more of the outstanding class A common shares or 15% or more of the outstanding class B common shares, and (ii) the commencement or announcement of a tender offer or exchange offer by a person for 30% or more of the outstanding class A common shares or 30% or more of the outstanding class B common shares.  At that time, the rights will detach from the class A and class B common shares, and the holders of the rights will be entitled to purchase, for each right held, one one-hundredth of a series A junior participating preferred share of the Company at an exercise

 

103



 

price of $142 (the “Purchase Price”) for each one one-hundredth of such junior preferred share, subject to adjustment in certain events.  From and after the date on which any person acquires beneficial ownership of 15% or more of the outstanding class A common shares or 15% or more of the outstanding class B common shares, each holder of a right (other than the acquiring person) will be entitled upon exercise to receive, at the then current Purchase Price and in lieu of the junior preferred shares, that number of class A or class B common shares (depending on whether the right was previously attached to a class A or B share) having a market value of twice the Purchase Price.  If the Company is acquired or 50% or more of its consolidated assets or earning power is sold, each holder of a right will be entitled to receive, upon exercise at the then current Purchase Price, that amount of common equity of the acquiring company which at the time of such transaction would have a market value of two times the Purchase Price.  Also, the Company’s board of directors may exchange all or some of the rights for class A and class B common shares (depending on whether the right was previously attached to a class A or B share) if any person acquires 15% beneficial ownership as described above, but less than 50% beneficial ownership.  The rights will expire on June 1, 2010 but may be redeemed at a price of $0.05 per right at any time prior to the tenth day following the date on which a person acquires beneficial ownership of 15% or more of the outstanding class A common shares or 15% of more of the outstanding class B common shares.

 

Shareholder
rights agreement



 



The
Company has in place a shareholder rights agreement which will be implemented
not earlier than the tenth day following the first to occur of (i) the
public announcement of the acquisition by a person (other than a subsidiary of
the Company) of 15% or more of the outstanding class A common shares or 15% or
more of the outstanding class B common shares, and (ii) the commencement
or announcement of a tender offer or exchange offer by a person for 30% or more
of the outstanding class A common shares or 30% or more of the outstanding
class B common shares.  At that time, the
rights will detach from the class A and class B common shares, and
the holders of the rights will be entitled to purchase, for each right held,
one one-hundredth of a series A junior participating preferred share of
the Company at an exercise



 



103
















 



price
of $142 (the “Purchase Price”) for each one one-hundredth of such junior
preferred share, subject to adjustment in certain events.  From and after the date on which any person
acquires beneficial ownership of 15% or more of the outstanding class A common
shares or 15% or more of the outstanding class B common shares, each holder of
a right (other than the acquiring person) will be entitled upon exercise to
receive, at the then current Purchase Price and in lieu of the junior preferred
shares, that number of class A or class B common shares (depending on
whether the right was previously attached to a class A or B share) having
a market value of twice the Purchase Price. 
If the Company is acquired or 50% or more of its consolidated assets or
earning power is sold, each holder of a right will be entitled to receive, upon
exercise at the then current Purchase Price, that amount of common equity of
the acquiring company which at the time of such transaction would have a market
value of two times the Purchase Price.  Also,
the Company’s board of directors may exchange all or some of the rights for
class A and class B common shares (depending on whether the right was
previously attached to a class A or B share) if any person acquires 15%
beneficial ownership as described above, but less than 50% beneficial ownership.  The rights will expire on June 1, 2010
but may be redeemed at a price of $0.05 per right at any time prior to the
tenth day following the date on which a person acquires beneficial ownership of
15% or more of the outstanding class A common shares or 15% of more of the
outstanding class B common shares.



 



This excerpt taken from the OEH 10-K filed Mar 1, 2007.

(c)      Shareholder rights agreement

The Company has in place a shareholder rights agreement which will be implemented not earlier than the tenth day following the first to occur of (i) the public announcement of the acquisition by a person (other than a subsidiary of the Company) of shares carrying 20% or more of the total voting rights which may be cast at any general meeting of the Company

102




and (ii) the commencement or announcement of a tender offer or exchange offer by a person for shares carrying 30% or more of the total voting rights that may be cast at any general meeting of the Company.  At that time, the rights will detach from the class A and class B common shares, and the holders of the rights will be entitled to purchase, for each right held, one one-hundredth of a series A junior participating preferred share of the Company at an exercise price of $142 (the “Purchase Price”) for each one one-hundredth of such junior preferred share, subject to adjustment in certain events.  From and after the date on which any person acquires beneficial ownership of shares carrying 20% or more of the total voting rights which may be cast at any general meeting of the Company, each holder of a right (other than the acquiring person) will be entitled upon exercise to receive, at the then current Purchase Price and in lieu of the junior preferred shares, that number of class A or class B common shares (depending on whether the right was previously attached to a class A or B share) having a market value of twice the Purchase Price.  If the Company is acquired or 50% or more of its consolidated assets or earning power is sold, each holder of a right will be entitled to receive, upon exercise at the then current Purchase Price, that amount of common equity of the acquiring company which at the time of such transaction would have a market value of two times the Purchase Price.  Also, the Company’s board of directors may exchange all or some of the rights for class A and class B common shares (depending on whether the right was previously attached to a class A or B share) if any person acquires 20% beneficial ownership as described above, but less than 50% beneficial ownership.  The rights will expire on June 1, 2010 but may be redeemed at a price of $0.05 per right at any time prior to the tenth day following the date on which a person acquires beneficial ownership of shares carrying 20% or more of the total voting rights which may be cast at any general meeting of the Company.

This excerpt taken from the OEH 10-K filed Mar 4, 2005.

(c)    Shareholder rights agreement

        The Company has in place a shareholder rights agreement which will be implemented not earlier than the tenth day following the first to occur of (i) the public announcement of the acquisition by a person (other than a subsidiary of the Company, SCL or a subsidiary of SCL) of shares carrying 20% or more of the total voting rights which may be cast at any general meeting of the Company and (ii) the commencement or announcement of a tender offer or exchange offer by a person for shares carrying 30% or more of the total voting rights that may be cast at any general meeting of the Company. At that time, the rights will detach from the class A and class B common shares, and the holders of the rights will be entitled to purchase, for each right held, one one-hundredth of a series A junior participating preferred share of the Company at an exercise price of $142 (the "Purchase Price") for each one one-hundredth of such junior preferred share, subject to adjustment in certain events. From and after the date on which any person acquires beneficial ownership of shares carrying 20% or more of the total voting rights which may be cast at any general meeting of the Company, each holder of a right (other than the acquiring person) will be entitled upon exercise to receive, at the then current Purchase Price and in lieu of the junior preferred shares, that number of class A or class B common shares (depending on whether the right was previously attached to a class A or B share) having a market value of twice the Purchase Price. If the Company is acquired or 50% or more of its consolidated assets or earning power is sold, each holder of a right will be entitled to receive, upon exercise at the then current Purchase Price, that amount of common equity of the acquiring company which at the time of such transaction would have a market value of two times the Purchase Price. Also, the Company's board of directors may exchange all or some of the rights for class A and class B common shares (depending on whether the right was previously attached to a class A or B share) if any person acquires 20% beneficial ownership as described above, but less than 50% beneficial ownership.

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The rights will expire on June 1, 2010 but may be redeemed at a price of $0.05 per right at any time prior to the tenth day following the date on which a person acquires beneficial ownership of shares carrying 20% or more of the total voting rights which may be cast at any general meeting of the Company.

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