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Friday, April 19, 2019 5:35:36 AM
https://finance.yahoo.com/news/netlist-renews-stockholder-rights-agreement-120000004.html
In general terms, the Rights restrict any person or group from acquiring beneficial ownership of 15% or more of the Company's outstanding common stock (including, for these purposes, certain derivative securities), which may block or render more difficult a merger, tender offer or other business combination or takeover attempt of the Company without the support of the Netlist Board of Directors.
Pursuant to the Rights Agreement, one Right was distributed for each outstanding share of Netlist's common stock held by stockholders of record as of the close of business on May 18, 2017 and for each share of Netlist's common stock issued thereafter (subject to certain exceptions). Each Right entitles the holder to purchase a unit (each, a "Unit") consisting of a fraction of a share of the Company's Series A preferred stock having economic and voting rights similar to one share of the Company's common stock. The Rights will become exercisable only if a person or group (subject to certain exceptions) acquires beneficial ownership of 15% or more of the Company's common stock. In that situation, each holder of a Right (other than the person or group triggering the exercise of the Rights) will be entitled to purchase, at the then-current exercise price, a number of Units (and, in certain circumstances, other consideration) having a value of twice the exercise price of the Right (a 50% discount). Subject to adjustment as set forth in the Rights Agreement, the exercise price will continue to be $6.56 per Right. Stockholders are not required to take any action as a result of the renewal of the Rights Agreement. Until the Rights become exercisable, they will not be evidenced by separate certificates and will trade automatically with shares of the Company's common stock.
Further information about the Rights Agreement and the renewal of its term can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2017, April 17, 2018 and April 17, 2019 and in the "Summary of Rights" contained in the "Investors" section of the Company's website, www.netlist.com.
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