WTNY » Topics » Representations on Anti-Takeover Effect

This excerpt taken from the WTNY DEF 14A filed Nov 17, 2008.
Representations on Anti-Takeover Effect
As referenced earlier, the authorization of the preferred stock could have the effect of making it more difficult or time consuming for a third party to acquire a majority of our outstanding voting stock or otherwise effect a change of control. Shares of the preferred stock may also be sold to third parties that indicate that they would support the board of directors in opposing a hostile takeover bid. The availability of the preferred stock could have the effect of delaying a change of control and of increasing the consideration ultimately paid to the Company’s shareholders. Although the authorization of the preferred stock would also afford us greater flexibility in responding to unsolicited acquisition proposals and hostile takeover bids, we do not intend to use the preferred stock in this manner. The board of directors represents that it will not, without prior shareholder approval, issue any series of preferred stock for any defensive or anti-takeover purpose, for the purpose of implementing any shareholder rights plan or with features specifically intended to make any attempted acquisition of Whitney more difficult or costly. Within the limits described above, the board of directors may issue preferred stock for capital-raising activities, acquisitions, joint ventures or other corporate purposes that have the effect of making an acquisition of Whitney more difficult or costly, as could also be the case if the board of directors were to issue additional common stock for such purposes.
The board of directors believes that as structured the preferred stock is in the best interests of Whitney and its shareholders because it is consistent with sound corporate governance principles, it enhances Whitney’s ability to take advantage of the Capital Purchase Program and it will provide flexibility for other future capital-raising transactions, acquisitions and joint ventures.

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