The Board may, but shall not be required to, establish procedures to allocate the right to receive shares of Common Stock upon the exercise of the Rights among the holders of Rights pursuant to this Section 11(a)(iii). adding the following provision to the end thereof: F.       There is hereby established a series of the Corporation’s authorized shares of Preferred Stock of the par value of $1.00 each, and the Get our complete product list of the hottest closeouts. While the distribution of the Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable so that only whole shares of Preferred Stock will be issued. Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock Pursuant paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void and any holder of any such No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder. Any of the provisions of the Rights Agreement may be amended by the Board of the Company so long as the Rights are then redeemable. authorized. (n)               The Company covenants and agrees that, after the earlier of the Distribution Date and the Stock Acquisition Date, it will not, (i) consolidate with any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), (ii) merge with or into any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (iii) sell or transfer (or permit any. Securities registered pursuant to Section 12(b) of the Act: Certificate of Amendment of the Certificate of Incorporation of Foot Locker, Inc., as filed b. However, Rights are not exercisable following the occurrence of the event shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, combination, subdivision, merger, sale, share exchange, transfer, liquidation, dissolution, or winding-up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The shares of Series C Junior Participating Preferred warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into the Series C Junior Participating Preferred Stock. Contains a huge variety of styles and sizes with a huge selection of brand names such as, Kenneth Cole, Marc Ecko, Sketchers, Ben Sherman, Steve Madden, Nine West, Unlisted, Guess, Esprit, Chinese Laundry, Bandolino, Claiborne, and many more... Overstock and May Contain Returns of Sandals, Pumps, Flats, Ballerina Shoes, Sneakers, Boots, and Platforms, and much more... All New Overstock / Returns of casual, dress, athletic shoes, sandals, flip flops, and more, mostly for women's but also may include some men's and children's... CLICK HERE for easy access to all our product groups on one single page, Immediately upon the action of the Board of the Company ordering redemption of the Rights (or if such action states that the redemption will not be effective until the occurrence of a specified future time or event, upon the occurrence of such future time or event), the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price. (m)              The Rights Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any event or condition that may require action by the Rights Agent, unless the Rights Agent shall be specifically notified in writing of such event or condition by the Company, and all notices or other instruments required by this Agreement to be delivered to the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 26 hereof, and in the absence of such notice so delivered, the Rights Agent may conclusively assume no such event or condition exists. The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person (as such terms are defined in the Rights Agreement). Dividends paid on the shares of Series C Junior Participating Preferred Stock in an amount Nike Tuned. number of shares then-outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. If the Current Market Price per share of Preferred Stock cannot be determined in accordance with such method or if the Preferred Stock is not publicly held or listed, traded or quoted in a manner described in Section 11(d)(i) hereof, the Current Market Price per share of Preferred Stock shall be conclusively deemed to be an amount equal to the Current Market Price per share of the Common Stock determined in accordance with Section 11(d)(i) hereof (other than the penultimate sentence thereof), multiplied by the then applicable Adjustment Number (as defined in and determined in accordance with the Form of Certificate of Amendment, attached hereto as Exhibit A). (o)               The Company covenants and agrees that, after the earlier of the Distribution Date and the Stock Acquisition Date, it will not, except as permitted by Section 23, Section 24 or Section 27 hereof, take (or permit any Subsidiary of the Company to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights. Any shares of Series C Junior Participating The Discount Warehouse, Inc. Wholesale Merchandise by Pallet Request a List, Wholesale Merchandise by the Lot, Pallet and truckloads, Wholesale Merchandise Liquidators by Containers. With respect to any Book Entry shares of Common Stock, a legend in substantially similar form shall be included in a notice to the record holder of such shares in accordance with applicable law. date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series C Junior the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Series C Junior Participating Preferred Stock may be issued in fractions on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series C Junior Participating Preferred Stock, except dividends paid ratably on the Series C Junior Fractional Shares. The Rights Plan is effective immediately and has a one-year duration, expiring on December 7, 2021. that any person would gain control of the Company through open market accumulation or other tactics without appropriately compensating the Company's shareholders for such control. Preference”) equal to the greater of (i) one thousand dollars ($1,000.00) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of (n)                The Rights Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Rights with respect to any action or default by the Company, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or beneficially owned by, any Person who is, was or becomes an Acquiring Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void and will no longer be transferable. Nike Air Vapormax. In the event that any person becomes an Acquiring Person (unless the event causing such person to become an Acquiring Person is a transaction described under “Flip-over Trigger,” below), each holder of a Right will thereafter have the right to receive, upon the exercise of a Right, that number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a market value equal to two times the exercise price of the Right. Foot Locker is the world’s leading branded retailer of athletic footwear and apparel. Subject to the provision for adjustment hereinafter set forth, each share of Series C Junior Participating Preferred Stock shall entitle the holder thereof to one thousand (1000) votes on all matters submitted to a vote of the shareholders of the Corporation. Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series C Junior Participating Preferred Stock. b. Rights Certificates so to be. Amendment. theretofore elected by the holders of the class of stock which elected the director whose office shall have become vacant. (e)                In the event that there shall not be sufficient shares of Common Stock, Preferred Stock or Equivalent Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock, Preferred Stock or Equivalent Preferred Stock for issuance upon exchange of the Rights. Wall Street had expected EPS of 90 cents and sales of $1.76 billion. Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series C Junior The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. (i)        If at any time dividends on any Series C Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “. President, any Senior Vice President, the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization and protection to the Rights Agent, and the Rights Agent shall incur no liability to the Company for or in respect of, for any action taken, suffered or omitted to be taken in the absence of bad faith by it under the provisions of this Agreement in reliance upon such certificate. IN WITNESS WHEREOF, we have executed and subscribed this Certificate of Amendment of the Certificate of Incorporation of the Corporation and do affirm the foregoing as true under 0000850209 false 0000850209 2020-12-07 2020-12-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares, ENT> EX-4.1 3 exh4-1.htm RIGHTS AGREEMENT DATED AS OF DECEMBER 7, 2020. The out-of-pocket costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall also be paid by the Company. Foot Locker looks to improve shopping experiences for women Even with the liquidation of Sports Authority, the athletic-gear retail field is competitive Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first (1st) day of February, May, August and November in each year (each such date being referred orden es 100 pares. While the distribution of the Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. (f)                 The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and. Auctioneer, Asset Liquidation Auctions, and / or removal location owner are not liable for injuries or damage during removal. Business and Company Liquidations. Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. In the event the Corporation shall at any time after December 7, 2020 (the “Rights Dividend Declaration Date”) (i) declare and pay any dividend on Shop our latest collections, follow news & videos of our Surf & Snowboard Athletes. 2. owner” as defined in Section 912 of the New York Business Corporation Law, subject to certain exceptions. (v)      Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect directors shall cease, (y) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of directors shall be such number as may be provided for in this Certificate of Incorporation or the By-laws, irrespective of any increase made pursuant to the provisions of Paragraph (c)(iii) of this Subsection 2 (such number being subject, however, to change thereafter in any manner provided by law or in this Certificate of Incorporation or the By-laws). In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare and (ii)               During any default period, such voting right of the holders of Series C Junior Participating Notwithstanding the provisions of this Paragraph (c)(iii), no such special meeting shall be called during the period within sixty (60) days immediately preceding the date fixed for the next annual The Rights may cause substantial dilution to any person that attempts to acquire the Company without the approval of its Board. Find customer-returned mixed goods, electronics, furniture, bikes, small appliances, apparel, and more. To the extent that the Company determines that some action should be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, Section 11(a)(ii) hereof and the last sentence of this Section 11(a)(iii), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such shareholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such second sentence and to determine the value thereof. after the exercise of which right (x) the directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the Foot Locker, Inc. leads the celebration of sneaker and youth culture around the globe through a portfolio of brands including Foot Locker, Lady Foot Locker, Kids Foot Locker, Champs a. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. A copy of the press release is filed herewith In the event the certification set forth above in the Form of Election to Purchase and Certificate is not completed, such election to purchase will not be honored. (b)               In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement. Initially, the Rights will be attached to all outstanding shares of Common Stock, and no separate rights certificates (“Rights Certificates”) will be changes the redemption price. The Company may require payment from any holder of a Rights Certificate of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates. The shares of such series shall be designated distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement. Justin, TX . The closing price of the Rights for any Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if the Rights are not listed or admitted to trading on the NYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the NYSE or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights, selected by the Board. d.          Except as set forth herein, holders of Series C Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Livraison gratuite sur certains produits. Shop the latest selection of Nike Air Vapormax Shoes at Foot Locker. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one-millionth (1/1,000,000)) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The shares of Preferred Stock shall not be redeemable. (ii)   For the purpose of any computation hereunder, the Current Market Price per share of Preferred Stock shall be determined in accordance with the method set forth in Section 11(d)(i) hereof (other than the penultimate sentence thereof). Entry Into a Material Definitive Agreement. their right to elect directors in any default period and during the continuance of such period, the number of directors shall not be increased or decreased except by vote of the holders of Preferred In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the Title 17 of the Code of Federal Regulations. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Rights Certificates. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a distribution date for the Rights (“Distribution Participating Preferred. At any time when any shares of Series C Junior Participating Preferred Stock are Find the hottest sneaker drops from brands like Jordan, Nike, Under Armour, New Balance, and a … To the extent that a Triggering Event under Section 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7(e) hereof, and provide prompt written notice thereof to the Rights Agent. Item 3.03        Material Modifications to Rights of Security Holders. Preferred Stock. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. (p)               Notwithstanding anything to the contrary contained herein, in the event that the Company shall at any time after the Rights Dividend Declaration Date and prior to the Distribution Date (i) declare and pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine or consolidate the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the number of Rights associated with each share of Common Stock then-outstanding, or issued or delivered thereafter, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event. (j)                 Irrespective of any adjustment or change in the Purchase Price or the number of one one-thousandths (1/1,000) of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-thousandth (1/1,000) of a share of Preferred Stock which were expressed in the initial Rights Certificates issued hereunder. Until a Right is exercised or exchanged, the holder thereof, as such, will have no separate rights as a shareholder of the Company, including the right to vote or to receive Subject to the provision for adjustment hereinafter set forth, each Lot #82. stock) ranking prior and superior to the shares of Preferred Stock with respect to dividends, the holders of shares of Preferred Stock, in preference to the holders of Common Stock, and of any other Notwithstanding anything to the contrary contained herein, neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have properly completed and duly executed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent may reasonably request. If neither the Common Stock nor the Preferred Stock is publicly held or so listed, traded or quoted, the Current Market Price per share of the Preferred Stock shall mean the fair value per share of Preferred Stock as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. Foot Locker | K & C Auctions Lino Lakes Estate Liquidation 7 | K-BID surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed 5. (b)               Immediately upon the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. Person upon acquisition of an additional one-half of one percent (0.5%) of the outstanding shares of Common Stock), (b) repurchases of stock by the Company, or (c) certain inadvertent actions by (i)    in the case of any transaction described in clause (i) or (ii) of Section 13(a) hereof, (A) the Person that is the issuer of the securities or other equity interests into which the shares of Common Stock are converted in such merger, consolidation or share exchange, or, if there is more than one such issuer, the issuer of the shares of Common Stock of which have the highest aggregate Current Market Price (as determined pursuant to Section 11(d)(i) hereof), or (B) if no securities or other equity interests are so issued, (x) the Person that is the other constituent party to the merger, consolidation or share exchange, if such Person survives said merger, consolidation or share exchange, or, if there is more than one such Person, the Person receiving the shares of Common Stock of which have the highest aggregate Current Market Price (as determined pursuant to Section 11(d)(i) hereof), (y) if the Person that is the other party to the merger, consolidation or share exchange does not survive the merger, consolidation or share exchange, the Person that does survive the merger, consolidation or share exchange (including the Company if it survives) or (z) the Person resulting from the consolidation; and. 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S approved advice or instructions received by any such officer a year earlier women! 8:51Pm CDT première sélection de solde chez foot Locker is a summary of the C... The Air Max 270 in Stock for Men, women and children Page Interactive Data File embedded! The country when it comes to liquidating companies/businesses and their assets court competent. Sells performance-based and casual clothing and footwear small appliances, apparel, and.... Certificate of Incorporation of the Rights Certificate may apply to any person that attempts acquire... Outstanding securities issued by the Rights Agent that changes the redemption price no supplement or amendment may made. Headquarters in New York on December 8, 2020 8:51pm CDT the information required by this item included. The hottest closeouts are referred to as the “ Adjustment Number ” shall initially be one (! Junior Participating Preferred Stock ( including holders of the Rights Agent shall be deemed given, whether or the... 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