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8-K
HANGER, INC. filed this Form 8-K on 06/23/2017
Entire Document
 

 

·                                          will entitle holders upon liquidation either to receive $1,000 per share or an amount equal to 1,000 times the payment made on one share of Common Stock, whichever is greater;

 

·                                          will have the voting power equal to 1,000 shares of Common Stock; and

 

·                                          if shares of Common Stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to 1,000 times the payment made on one share of Common Stock.

 

The value of one one-thousandth interest in a Preferred Share should approximate the value of one share of Common Stock.

 

Expiration. The Rights will expire on December 31, 2018.

 

Redemption. In general, the Company may redeem the Rights for $0.001 per Right at any time until the earlier of ten days following the Shares Acquisition Date and the expiration date. If the Company redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.001 per Right. The redemption price will be adjusted if we have a stock split or stock dividends of our Common Stock.

 

Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our outstanding Common Stock, the Company may exchange the Rights (other than the Rights held by the Acquiring Person and certain related parties, whose rights automatically become null and void) by exchanging one share of Common Stock, or one one-thousandth of a Preferred Share, (or an equivalent security) for each Right, subject to adjustment.

 

Anti-Dilution Provisions. The Company may adjust the Purchase Price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Shares or Common Stock. No adjustments to the Exercise Price of less than 1% will be made.

 

Amendments. The terms of the Rights Agreement may be amended by the Company and the Rights Agent without the consent of the holders of the Rights. After the Shares Acquisition Date, however, the Company may not amend the Rights Agreement in a way that materially adversely affects the holders of the Rights (other than the Acquiring Person, any affiliate or associate thereof or any transferee of the Acquiring Person or any affiliate or associate thereof).

 

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