Cracker Barrel 2015 Annual Report Download - page 45

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stock certicates will evidence the Rights, and any transfer
of sharesof common stock will constitute a transfer of Rights.
Aer that date, the Rights will separatefrom the common
stock and will be evidenced by book-entry credits or by Rights
certicates that the Company will mailto alleligible
holders of common stock. AnyRights heldby an Acquiring
Personwill be void and may not be exercised.
At July 31, 2015, none of the Rights were exercisable.
Consequences of a Person or Group
Becoming an Acquiring Person
If a personor group becomes an Acquiring Person, aer
the Distribution Date, each Right will generally entitle the
holder, except the Acquiring Person or any associate or
aliate thereof, to acquire, for the exercise price of $600.00
per Right (subject to adjustment as provided in the Rights
Agreement),sharesof the Company’s common stock (or, in
certain circumstances, Preferred Shares) having a market
value equal to twice the Right’s then-current exercise price.
In addition, if, the Companyis later acquired in a merger
or similartransaction aer the Distribution Date, each Right
will generally entitle the holder, except the Acquiring Person
or any associate or aliate thereof, to acquire, for the exercise
price of $600.00 per Right (subject to adjustment as
provided in the Rights Agreement), sharesof the acquiring
corporation having a market value equal to twice the Right’s
then-current exercise price.
PreferredShareProvisions
Each one one-hundredth of a Preferred Share,if issued:
•will not be redeemable.
•will entitle holders to quarterly dividend payments of
$0.01 per share, or an amount equal to the dividend paid
on one share of common stock, whichever is greater.
•will entitle holders upon liquidation either to receive
$1.00 per shareor an amount equal to the payment made
on one share of common stock, whichever is greater.
•will have the same voting poweras one share of
common stock.
•if sharesof the Company’s common stock are exchanged
viamerger, consolidation, or a similartransaction,
will entitle holders to a per sharepayment equal to the
payment made on one share of common stock.
e value of one one-hundredth of a Preferred Share will
generally approximate the value of one shareof common stock.
Redemption
e Board of Directors may redeem the Rights for $0.01 per
Right at anytime before any personor group becomes
an Acquiring Person. If the Board of Directors redeems any
Rights, it must redeem allof the Rights. Once the Rights
areredeemed, the only right of the holders of Rights will be
to receive the redemption price of $0.01 per Right. e
redemption price will be adjusted if the Companyhas a stock
split or stock dividends of its common stock.
Qualifying Oer Provision
e Rights would also not interfere with all-cash, fully
nanced tender oers for all shares of common stock that
remain open for a minimum of 60 business days, are subject
to a minimum condition of a majority of the outstanding
sharesand provide for a 20-business day “subsequent oering
period” aer consummation (such oers are referred to as
“qualifying oers”). In the event the Companyreceives a
qualifying oer andthe Board of Directors has not redeemed
the Rights prior to the consummation of such oer, the
consummation of the qualifying oer shall not cause the
oeror or its aliatesor associates to become an Acquiring
Person, and the Rights will immediatelyexpire upon
consummation of the qualifying oer.
Exchange
Aer a person or groupbecomesan AcquiringPerson,
but before an Acquiring Person owns50% or more of the
Company’soutstanding common stock, the Boardof
Directors may extinguish the Rights by exchanging one share
of common stock or an equivalent security for each Right,
other than Rightsheld by the Acquiring Person.