Ohio Stockholders' Rights Plan of Datascope Corp.

• Category: Corporations - Public - ReIncorporation
• State: Multi-State
• Control #: US-CC-8-162B
• Format: Word; Rich Text

Description

This sample form, a detailed Stockholders' Rights Plan document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats. Ohio Stockholders' Rights Plan, also known as a "poison pill," is a defensive strategy adopted by Data scope Corp., a company based in Ohio. This plan is designed to protect shareholders' interests and ensure that corporate control is not taken over without the consent of the company's board of directors and shareholders. The Ohio Stockholders' Rights Plan aims to prevent hostile takeovers or unsolicited acquisition attempts that may not be in the best interest of the company or its shareholders. It does this by granting existing shareholders certain rights if another entity acquires a certain percentage of the company's outstanding shares without board approval. Under the plan, Data scope Corp. issues rights to its shareholders in the form of preferred stock purchase rights. These rights are typically attached to each outstanding common share and become exercisable only if a potential acquirer purchases a specific percentage of the company's shares, known as the trigger threshold. Once the trigger threshold is crossed, the rights become exercisable. Shareholders receive the right to purchase additional shares of common stock at a significant discount, thus diluting the potential acquirer's holdings and making a takeover more expensive and less attractive. This provision allows existing shareholders to participate in the growth and future potential of the company, as well as discourages hostile takeovers by making them financially burdensome for the acquirer. It provides the company's board of directors with additional time to evaluate and negotiate any proposed takeover, thereby ensuring that the interests of all shareholders are protected, and the value of the company is maximized. It is important to note that different variations of the Ohio Stockholders' Rights Plan exist. Some plans include a "flip-in" provision, which allows existing shareholders, excluding the potential acquirer, to purchase additional shares at a discounted price. This provision makes the acquisition more costly for the hostile party. Additionally, certain plans may include a "flip-over" provision, which allows shareholders to purchase shares of the company that emerges after a merger or acquisition at a discounted price. The main purpose of these variations is to provide strategic options to the board of directors and shareholders when faced with unsolicited acquisition attempts, ultimately protecting the company's long-term interests and shareholder value. In summary, the Ohio Stockholders' Rights Plan of Data scope Corp. is a defensive mechanism designed to protect shareholders from hostile takeovers and ensure the board has sufficient time to evaluate and negotiate any proposed acquisition. The plan grants shareholders rights to purchase additional shares at a discounted price, making a takeover more costly for the potential acquirer. Variations of the plan include flip-in and flip-over provisions, which offer additional strategic options in different scenarios.

Ohio Stockholders' Rights Plan, also known as a "poison pill," is a defensive strategy adopted by Data scope Corp., a company based in Ohio. This plan is designed to protect shareholders' interests and ensure that corporate control is not taken over without the consent of the company's board of directors and shareholders. The Ohio Stockholders' Rights Plan aims to prevent hostile takeovers or unsolicited acquisition attempts that may not be in the best interest of the company or its shareholders. It does this by granting existing shareholders certain rights if another entity acquires a certain percentage of the company's outstanding shares without board approval. Under the plan, Data scope Corp. issues rights to its shareholders in the form of preferred stock purchase rights. These rights are typically attached to each outstanding common share and become exercisable only if a potential acquirer purchases a specific percentage of the company's shares, known as the trigger threshold. Once the trigger threshold is crossed, the rights become exercisable. Shareholders receive the right to purchase additional shares of common stock at a significant discount, thus diluting the potential acquirer's holdings and making a takeover more expensive and less attractive. This provision allows existing shareholders to participate in the growth and future potential of the company, as well as discourages hostile takeovers by making them financially burdensome for the acquirer. It provides the company's board of directors with additional time to evaluate and negotiate any proposed takeover, thereby ensuring that the interests of all shareholders are protected, and the value of the company is maximized. It is important to note that different variations of the Ohio Stockholders' Rights Plan exist. Some plans include a "flip-in" provision, which allows existing shareholders, excluding the potential acquirer, to purchase additional shares at a discounted price. This provision makes the acquisition more costly for the hostile party. Additionally, certain plans may include a "flip-over" provision, which allows shareholders to purchase shares of the company that emerges after a merger or acquisition at a discounted price. The main purpose of these variations is to provide strategic options to the board of directors and shareholders when faced with unsolicited acquisition attempts, ultimately protecting the company's long-term interests and shareholder value. In summary, the Ohio Stockholders' Rights Plan of Data scope Corp. is a defensive mechanism designed to protect shareholders from hostile takeovers and ensure the board has sufficient time to evaluate and negotiate any proposed acquisition. The plan grants shareholders rights to purchase additional shares at a discounted price, making a takeover more costly for the potential acquirer. Variations of the plan include flip-in and flip-over provisions, which offer additional strategic options in different scenarios.