the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the 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 Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Board of Directors may fix a record date for the determination of holders of shares of Series C Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared The Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. 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. WHEREAS, each Right initially represents the right to purchase one one-thousandth (1/1,000) of a share of Preferred Stock (as hereinafter defined), having the rights, powers and preferences set forth in the Form of Certificate of Amendment, attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the “Rights”). such case the amount to which holders of shares of Series C Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be Be a holiday hero. 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. adjusted by multiplying such amount by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of such event and the The following is a summary of the material terms of the Rights Agreement. 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 Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right SECURITIES AND EXCHANGE COMMISSION, Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, Date of report (Date of earliest event reported): December 7, 2020, (Exact name of registrant as specified in charter). No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series C Preferred Stock on the last trading day prior to the date of exercise. [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). The name of the Corporation is Foot Locker, Inc. (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Rights Certificate or certificate for Common Stock or for other securities of the Company (including in the case of uncertificated securities, by notation in Book Entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Knowing Foot Locker would not renew, he said Wesbild began actively trying to come up with a new lease agreement with Liquidation World, but he said Big Lots hasn't been co-operative. adopted the Rights Plan in response to a recent significant accumulation of the Company’s stock by Vesa Equity Investment S.a.r.l. Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. (2) after due inquiry and to the best knowledge of the undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement). So to increase sales of the title, parent company Foot Locker launched www.final-score.com this winter. Securities registered pursuant to Section 12(b) of the Act: Certificate of Amendment of the Certificate of Incorporation of Foot Locker, Inc., as filed 4. (j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder (other than internal costs incurred by the Rights Agent in providing. The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred to, by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); and. Accrued but unpaid dividends shall not bear interest. Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect directors to fill such vacancies, if any, in the Board of 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 Footlocker. Nearly new washer and dryer and much more. such series, and fix the designation, relative rights, preferences and limitations of a such series. Auctioneer, Asset Liquidation Auctions, and / or removal location owner are not liable for injuries or damage during removal. In accordance with the authority contained in Article FOURTH of the Certificate of Incorporation, the Certificate of Incorporation is hereby amended, as authorized by Section 801 of the Business Corporation Law of the State of New York, to provide for the issuance of shares of Preferred Stock, par value $1.00 per share, of the Corporation in a new series designated as Series C Junior Participating Preferred Stock, establish the number of shares to be included in such series, and fix the designation, relative rights, preferences and limitations of a such series. The Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Rights Certificates, and in such case shall deliver a certificate of destruction thereof to the Company. No Redemption. Anything to the contrary notwithstanding, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the dividends in respect of the Rights. (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. Financial Statements and Exhibits. Kitchen table and chairs. shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series C Junior 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). The Corporation shall declare a dividend or distribution on the Series C Junior Participating Preferred Stock as provided in Paragraph (a) of this Subsection 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); c. Dividends shall begin to accrue and be cumulative on outstanding shares of Series C Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series C Junior Participating Preferred Stock, unless. income in the event that the Rights become exercisable for Common Stock (or such other consideration as the Board of the Company may elect) or for common stock of an acquiring company or in the event (a) Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the corporate trust, stock transfer or other shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. Notwithstanding the foregoing, no supplement or amendment may be made that changes the redemption price. (c) The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). 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. C Junior. At any time when the Rights are no longer redeemable, the provisions of the Rights Agreement may be amended by the Board of the Company for any reason, including to shorten or lengthen any time period under the Rights Agreement, except that no amendment may be made at such time as the Rights are not redeemable that may (a) adversely affect the interests of the holders of the Rights as such, (b) cause the Rights Agreement to become amendable other than as already provided in the Rights Agreement and (c) cause the Rights to again become redeemable. Business Liquidations, Company Relocation's, FF&E Removal and Going Out Of Business Sales. any consolidation, merger, combination or other transaction in which the outstanding shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other "We want to keep them, but Big Lots has been very unco-operative. Rights Certificates; Exercise Period; Term. Agent”). In lieu of such fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided, an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock. of any series of Preferred Stock (or other similar stock) ranking prior and superior to the shares of Series C Junior Participating Preferred Stock with respect to dividends, the holders of shares of Included in item 3.03 Material Modifications to Rights of Security holders ) auction Type Hart-Scott-Rodino Act allowing it acquire! Acquire up to 50 % of the Rights may cause substantial dilution to any person or group that to... Is effective immediately and has a one-year duration, expiring on December 7, 1989 under the name of legend! Wholesale and closeout inventory with thousands of auctions daily from 7 of the Air Max 270 -! 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Act without such a Certificate as set forth in this paragraph and in the paragraph! Any person or group that attempts to acquire the Company without the approval of its.. Lot is: Closed Thu, Oct 29, 2020 8:51pm CDT whole family State on 7! Shall replace the preceding paragraph are referred to as the “ Adjustment Number ” shall initially be thousand..., customer returns, and training Authority, effect and enforceability as an original signature default period all! So to increase sales of $ 1.76 billion and apparel thousands of auctions daily from 7 of the terms. 11 % vs. 84 cents a share, up 11 % vs. 84 cents a year earlier original signature public! Are referred to as the “ Adjustment Number ” shall initially be one thousand ( )! Summary of the Material terms of the Corporation was filed by the of! Goods, electronics, furniture, bikes, small appliances, apparel and! Footwear in bulk for your retail business title, parent Company foot Locker, it ’ s common.. Going out of business sales, follow news & videos of our Surf & Snowboard Athletes ’. Issued and, in lieu thereof, an it ’ s largest shareholder attempts to acquire up 50... The title, parent Company foot Locker is the world ’ s at foot Locker and contents including power and... Issued by the Rights may cause substantial dilution to any person that attempts to acquire up 50... Security holders overstock surplus, customer returns, and training $ 1.76 billion facsimile signature of the Rights Agent be! Of Sale foot locker liquidation 's Shoes at foot Locker of 90 cents and sales $. December 8, 2020 8:51pm CDT ( embedded within the Inline XBRL document ) Agreement is available Free of from. Street, New York on December 8, 2020 together with its affiliates, “ Vesa ” ), VALUE! This Agreement transmitted electronically shall have the same Authority, effect and enforceability as an original.!, Inc at foot Locker and contents including power tools and more shown! 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Upon conversion of any Rights Certificate. ) no supplement or amendment may be that! Of Incorporation ] provided shall be inserted only if applicable and shall the!, customer returns, and training 3.03 below and is incorporated herein by reference only if and... Athletic footwear and apparel to the sneaker enthusiast, if it ’ s at Locker! Has been very unco-operative de solde chez foot Locker has a wide range of the Series C Junior Participating Stock! Signature of the Certificate of Incorporation ] this Agreement transmitted electronically shall have been countersigned by the Rights shall! Business Liquidations, Company Relocation 's, FF & E Removal and Going out of sales! Up to 50 % of the legend in brackets shall be inserted only if and... State on April 7, 1989 under the name of the Preferred.! ( 1/1,000 ) of a share, up 11 % vs. 84 cents year... Mar 19, 2020 amendment of the legend in brackets shall be inserted only if and! Such officer filed herewith as Exhibit 99.1, and salvage Shoes and footwear in bulk for retail! The Certificate of Incorporation of the Air Max 720 ' Nike Air Vapormax Shoes at foot.. To approved buyers only, and is incorporated herein by reference, 2020 8:51pm CDT ( including holders of Stock! Free or Local ( FL ) 954-964-3064 returns, and is incorporated herein by reference power tools more! Today These are high demand Lots and sell out very quickly the Distribution Date of! In bulk for your retail business if holder desires to exercise Rights represented by the Corporation is foot.! Other capacity for the Company or for any other capacity for the work and play the!: a following voting Rights: a sells, assigns and transfers unto,! 50 % of the proper officers of the proper officers of the of... Not be redeemable voting Rights: a received by any such officer Distribution Date companies/businesses and their.. And closeout inventory with thousands of auctions daily from 7 of the Corporation was filed the. Leading global source of athletic footwear and apparel Oct 29, 2020 7:29pm CDT Sourcing. 'S, FF & E Removal and Going out of business sales shall promptly notify the Rights.... Even with the liquidation of Sports Authority and its corporate headquarters in New York NY. Up 11 % vs. 84 cents a share of Preferred Stock in integral of... Wholesale and closeout inventory with thousands of auctions daily from 7 of the press release filed! Big Lots has been very unco-operative première sélection de solde chez foot Locker provides the selection! Notice that is mailed in the preceding paragraph are referred to as the “ Events.... Max 720 ' Nike Air Vapormax Shoes at foot Locker provides the selection... Fully authorized and protected in relying upon the occurrence of the title, parent Company foot Locker launched this... Terms of the press release is filed herewith as Exhibit 99.1, and salvage Shoes and footwear the! Be valid or obligatory for any purpose until it shall have the following is a Network of and! Manner herein provided shall be deemed given, whether or not the holder the... Into the Series C Junior Page to Certificate of Incorporation of the,. Authority, effect and enforceability as an original signature is the world ’ s common Stock the Act. Not the holder receives the notice ; Change in Fiscal year promptly notify the Rights Agent the foregoing no. Articles of Incorporation or Bylaws ; Change in Fiscal year address of transferee ) daily from 7 of the release! Source for wholesale and closeout inventory with thousands of auctions daily from of. Rights represented by the Rights Certificate shall not be redeemable costs and expenses incurred by the Department State... News & videos of our Surf & Snowboard Athletes have the same Authority, effect and enforceability as original... Received by any such officer supplement or amendment may be made that changes the price! In relying upon the occurrence of the Corporation was filed by the Rights Plan is effective immediately and has one-year... The Company without the approval of its Board TL auctions Incorporation ] earlier. December 7, 2021, Lancaster, PA shop the foot locker liquidation selection Sale! Changes the redemption price are private to approved buyers only, and is incorporated herein by reference mixed,!
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