WBS » Topics » Anti-Dilution and Other Provisions

This excerpt taken from the WBS DEF 14A filed Oct 27, 2009.

Anti-Dilution and Other Provisions

The exercise price of the Warrants will be adjusted upon the occurrence of any of the following events:

 

   

issuances of Common Stock (other than in connection with certain stock compensation plans, stock splits or subdivisions, exercise of the warrant issued to the U.S. Treasury on November 21, 2008, conversions of Series A Non-cumulative Convertible Preferred Stock outstanding as of the issue of the Warrant or Series C Preferred Stock or Series D Preferred Stock, or exercise by the holders or their affiliates of certain preemptive rights) at less than 95% (90% in the case of offerings a stated purpose of which is repayment or repurchase of securities owned by the U.S. Treasury) of the greater of the most recent closing price per share as reported by the NYSE on (i) the date on which the Company issues or sells any Common Stock or (ii) on the first date of the announcement of such issuance;

 

   

stock splits, subdivisions, reclassifications or combinations;

 

   

certain distributions of shares of a class other than Common Stock or other property (including cash but excluding ordinary dividends) to holders of Common Stock;

 

   

certain repurchases of Common Stock;

 

   

certain business combinations; or

 

   

any other Company action that in the opinion of the Board of Directors would adversely affect the rights of the holders of the Warrants.

 

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