Philadelphia Pennsylvania Stockholders' Rights Plan of Data scope Corp, also commonly known as a "poison pill," is a corporate governance strategy implemented by Data scope Corp. to protect the interests of its stockholders in the event of an unsolicited takeover attempt. This plan aims to protect stockholders' rights and ensure fair market value for their shares. The Philadelphia Pennsylvania Stockholders' Rights Plan is designed to deter hostile takeovers by imposing significant obstacles on potential acquirers. By triggering certain provisions, the plan can potentially dilute the shares of an acquiring company, making the takeover more expensive and less appealing. It acts as a strategic defense mechanism to discourage takeovers without consent or negotiation with the board. Under this plan, Data scope Corp. issues rights or warrants to its stockholders, allowing them to purchase additional shares of stock at a discounted price in the event of a triggering event, such as an acquiring company surpassing a certain ownership threshold or launching a tender offer. These rights typically become exercisable only if an acquiring company acquires a substantial number of shares in a hostile takeover attempt. By enabling stockholders to purchase additional shares at a discount, the plan makes it economically unattractive for a hostile acquirer to gain control without the consent of the board of directors. It provides existing stockholders with an opportunity to maintain their ownership levels and participate in the potential long-term value of the company. The Philadelphia Pennsylvania Stockholders' Rights Plan of Data scope Corp. can come in different variations, including: 1. Flip-in Rights: In this type of plan, stockholders have the right to purchase additional shares of the company's common stock at a discounted price. These rights get triggered when a hostile acquirer surpasses a specified ownership threshold, typically set between 10% and 20%. 2. Flip-over Rights: This variation allows stockholders to acquire the acquiring company's shares at a discount after a triggering event occurs. If a hostile acquisition takes place, stockholders can exchange their rights for common stock shares of the acquiring company at a reduced price. 3. Shareholder Rights Agreement (SRA): This agreement is usually incorporated into the company's bylaws. It sets out the terms and conditions of the stockholders' rights plan and outlines the rights and protections afforded to shareholders. The Philadelphia Pennsylvania Stockholders' Rights Plan of Data scope Corp. is an integral part of the company's overall strategy to protect the interests of its stockholders and maintain stability. This plan acts as a deterrent to hostile takeovers, ensuring that any acquisition is carried out on fair terms and with the support of the board of directors.