Rights Agreement认购权协议范本.docx

1、Rights Agreement认购权协议范本RIGHTS AGREEMENTAAA, INC.andTHE BANK OF _Rights AgentDated as of _,_,_(M,D,Y)TABLE OF CONTENTSSection 1. Certain DefinitionsSection 2. Appointment of Rights AgentSection 3. Issuance of Right CertificatesSection 4. Form of Right CertificatesSection 5. Countersignature and Regis

2、trationSection 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right CertificatesSection 7. Exercise of Rights; Purchase Price; Expiration Date of RightsSection 8. Cancellation of Right CertificatesSection 9. Reservation and Availability of

3、 Shares of Preferred StockSection 10. Preferred Stock Record DateSection 11. Adjustment of Purchase Price, Number of Shares or Number of RightsSection 12. Certificate of Adjusted Purchase Price or Number of Shares Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earnings PowerSecti

4、on 14. Fractional Rights and Fractional SharesSection 15. Rights of ActionSection 16. Agreement of Right Holders Section 17. Right Certificate Holder Not Deemed a ShareholderSection 18. Concerning the Rights AgentSection 19. Merger or Consolidation or Change of Name of Rights AgentSection 20. Duties

5、 of Rights AgentSection 21. Change of Rights AgentSection 22. Issuance of New Right CertificatesSection 23. Redemption and TerminationSection 24. ExchangeSection 25. Notice of Proposed ActionsSection 26. NoticesSection 27. Supplements and AmendmentsSection 28. SuccessorsSection 29. Benefits of This

6、AgreementSection 30. Severability Section 31. Governing LawSection 32. CounterpartsSection 33. Descriptive Headings Section 34. AdministrationExhibit A Form of AAA Right CertificateExhibit B Form of MCI Right CertificateExhibit C Summary of Preferred Stock Purchase RightsRIGHTS AGREEMENTThis Agreeme

7、nt, dated as of _,_,_(M,D,Y) is entered into between AAA, Inc., a _(STATE) corporation (the Company) and The Bank of _, a _ banking corporation (the Rights Agent, which term shall include any successor Rights Agent hereunder).WITNESSETHWHEREAS, the Board of Directors of the Company has authorized an

8、d declared a dividend distribution of (i) one preferred share purchase right (AAA Right), representing the right to purchase one onethousandth of a share of Series 4 Junior Participating Preferred Stock (the Series 4 Preferred Stock) having the rights, powers and preferences set forth in the Company

9、s Articles of Incorporation, as amended (the Articles of Incorporation), for each share of AAA Group Stock (as defined below) outstanding on the Close of business on _,_,_(M,D,Y) (the Record Date) and (ii) one preferred share purchase right (MCI Right, together with the AAA Right, the Rights), repre

10、senting the right to purchase one onethousandth of a share of Series 5 Junior Participating Preferred Stock (the Series 5 Preferred Stock) having the rights, powers and preferences set forth in the Articles of Incorporation, for each share of MCI Group Stock (as defined below) outstanding on the Clo

11、se of business on the Record Date;WHEREAS, the Board of Directors of the Company has further authorized and directed the issuance of one Right with respect to each additional share of Common Stock (as defined below) which shall be issued and become outstanding between the Record Date and the earlier

12、 to occur of the Close of business on the Distribution Date (as such term is defined in Section 3 hereof) and the Close of business on the Expiration Date;WHEREAS, the Company desires to appoint the Rights Agent to act as provided herein, and the Rights Agent is willing to so act; andNOW, THEREFORE,

13、 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 means any Person (as hereinafter defined) who or whic

14、h, together with all Affiliates (as hereinafter defined) and Associates (as hereinafter defined) of such Person, without the Prior Written Approval of the Company (as hereinafter defined), shall be the Beneficial Owner (as hereinafter defined) of securities of the Company constituting 15% or more of

15、 the Voting Power (as hereinafter defined) of the Company or was such a Beneficial Owner at any time after the date hereof, whether or not such Person continues to be the Beneficial Owner of securities representing 15% or more of the Voting Power of the Company, but shall not include (i) the Company

16、, any Subsidiary (as hereinafter defined) of the Company, any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the C

17、ompany for or pursuant to the terms of any such employee benefit plan or compensation arrangement or (ii) any Person who or which, together with all Affiliates and Associates of such Person, inadvertently may become the Beneficial Owner of securities of the Company representing 15% or more of the Vo

18、ting Power of the Company or otherwise becomes such a Beneficial Owner without a plan or intention to acquire control of the Company, so long as such Person, individually or together with the Affiliates and Associates of such Person, promptly enters into, and delivers to the Company, an irrevocable

19、commitment promptly to divest, and thereafter promptly divests (without exercising or retaining any power, including voting, with respect to such securities), sufficient securities of the Company so that such Person, together with all Affiliates and Associates of such Person, ceases to be the Benefi

20、cial Owner of 15% or more of the Voting Power of the Company. Notwithstanding the foregoing, (x) no Person shall become an Acquiring Person as the result of an acquisition of voting securities of the Company by the Company which, by reducing the amount of such securities outstanding, increases the p

21、roportionate voting power of such securities beneficially owned by such Person to 15% or more of the Voting Power; provided, however, that if a Person becomes the Beneficial Owner of securities constituting 15% or more of the Voting Power by reason of purchases by the Company and shall, after such p

22、urchases by the Company, become the Beneficial Owner of any additional voting securities of the Company without the Prior Written Approval of the Company, then such Person shall be deemed to be an Acquiring Person; and (y) no Person shall become an Acquiring Person as the result of a change in the c

23、urrent market price (as defined in Section 11(f) hereof) of either AAA Group Stock or MCI Group Stock that, increases the proportionate voting power of such securities beneficially owned by such Person to 15% or more of the Voting Power; provided, however, that if a Person becomes the Beneficial Own

24、er of securities constituting 15% or more of the Voting Power by reason of a change in the current market price of either AAA Group Stock or MCI Group Stock and shall, after such change in the current market price, become the Beneficial Owner of any additional voting securities of the Company withou

25、t the Prior Written Approval of the Company, then such Person shall be deemed to be an Acquiring Person.(b) Affiliate and Associate have the respective meanings ascribed to such terms in Rule 12b2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the Exchang

26、e Act), as in effect on the date hereof.(c) A Person shall be deemed the Beneficial Owner of, and shall be deemed to beneficially own, any securities:(i) which such Person or any of such Persons Affiliates or Associates beneficially owns, directly or indirectly as determined pursuant to Rule 13d3 of

27、 the General Rules and Regulations under the Exchange Act, as in effect on the date hereof;(ii) which such Person or any of such Persons Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement,

28、arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or options, or othe

29、rwise, provided, however, that a Person shall not be deemed the Beneficial Owner of securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Persons Affiliates or Associates until such tendered securities are accepted for payment or exchange; or (

30、B) the right to vote pursuant to any agreement, arrangement or understanding, provided, however, that a Person shall not be deemed the Beneficial Owner of any security under this clause (B) if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy

31、or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (2) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor repor

32、t); or(iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Persons Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except pursuant to a