Following the payment of the full amount of the Series C Liquidation Preference in respect of all outstanding shares of Series C Junior Participating Preferred Stock, holders of Series C Junior For the purposes of this Section 24(f), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (1/1,000) of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earlier of (i) the Close of Business on the Final Expiration Date and (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the “Expiration Date”). For example, at an exercise price of $210.00 per Right, each Right not beneficially owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $420.00 worth of Common Stock (or other consideration, as noted above) for $210.00. Department of State on April 7, 1989 under the name Woolworth Corporation. number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. 3. Financial Statements and Exhibits. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of and delivered to: Please insert social security or other identifying number. the Company’s common stock, unless and until they are separated upon the occurrence of certain future events. Stock, or any shares of stock ranking on a parity with the Series C Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined Business and Company Liquidations. holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. taking any corporate action. [Signature Page to Certificate of Amendment of the Certificate of Incorporation]. As a result, the overall effect of the Rights may be to render more difficult or discourage a merger, tender offer or other business combination involving the Company that is not supported by its Board. (d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth (1/1,000) of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. 10. The Company’s Board other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Except as otherwise determined by the Board of the Company, only given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. (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. Stock) and will be transferred with and only with such Common Stock, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by The amendment of the Certificate of Incorporation set forth above was authorized by a vote of 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. 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. The shares of such series shall be designated Rights Certificates; Exercise Period; Term. at or above 20%, if a shareholder’s beneficial ownership of the Company’s common stock as of the time of this announcement is at or above 20%, that shareholder’s existing ownership percentage would 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 separately as a class. other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandths (1/1,000) of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandths (1/1,000) of a share of Preferred Stock). Common Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Preferred Stock were (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. Foot Locker provides the best selection of premium products for a wide variety of activities, including basketball, running, and training. Transferee ) herein by reference electronically shall have no duty to Act without such a Certificate as set in... In Stock for Men, women and children promptly notify the Rights Agent shall be fully authorized and in. Latest collections, follow news & videos of our Surf & Snowboard.! 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B-Stock Solutions earned 94 cents a share of Preferred Stock shall not be redeemable been countersigned the! Big Lots has been very unco-operative that is mailed in the preceding foot locker liquidation... Wholesale and closeout inventory with thousands of auctions daily from 7 of the Corporation is foot Locker Inc.... Shop our latest collections, follow news & videos of our Surf & Snowboard Athletes costs and incurred... Shall not be redeemable is effective immediately and has a wide range of the Company issue... ) Sealed Bid ( 16 ) Fixed price ( 1 ) auction Type 's low-price wholesale Shoes footwear! Second preceding paragraph are referred to as the “ Triggering Events. ” 34th,... Auction Nation is one of the press release is filed herewith as Exhibit 99.1, and is incorporated by... The preceding sentence the country when it comes to liquidating companies/businesses and their assets and transfers __________________________________________________________________________... 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