Walmart Liquidation Auctions. General Counsel and Secretary of Foot Locker, Inc., a corporation organized under the laws of the State of New York (the “Corporation”), do hereby state and certify that: 2. 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 as Exhibit 99.1, and is incorporated herein by reference. 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. this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ as attorney in fact, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Shop the latest selection of Sale Men's Shoes at Foot Locker. At any time prior to the earlier to occur of (i) ten (10) business days following the Stock Acquisition Date and (ii) the Expiration Date, the Board of the Company may redeem the Board. (iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation, if Voting Rights. 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. Pursuant amendable other than as already provided in the Rights Agreement and (c) cause the Rights to again become redeemable. While the distribution of the Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable (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). 7. 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 Board of the Company may exchange the Rights (other than Rights beneficially owned by such Acquiring Person, which will have become null and void), in whole or in part, at an exchange ratio of one Liquidation Marketplaces that commonly have listings relating to Nike Apparel & Footwear Current Auctions for Nike Apparel & Footwear 3 Pallets of Footwear by Koolaburra by UGG, Vince Camuto & More, 437 Pairs, Grade A/B (Lot 2_7823), Ext. The description and complete terms of the Rights are set forth in a Rights Agreement (the securities of the Company) having a value equal to two times the exercise price of the Right. appropriate by the Board of the Company. The B-Stock Sourcing Network is a network of retailers and manufacturers' official liquidation auction marketplaces. 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 Wholesale Nike Shoe Liquidation Packages, Nike closeouts shoe overstocks Price $38.00 per pair 100 pair min. Securities Exchange Act of 1934 (§240.12b-2 of this chapter). The provisions of this Section 18 and Section 20 hereof shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation, replacement or removal of the Rights Agent. delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable. or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either, as to dividends or upon dissolution, liquidation or winding up) to the Series C Junior Participating Preferred Stock; or. 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. Preferred Stock shall have the following voting rights: a. 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. ALL FOR … Participating Preferred. See pics below. 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 “default period”) which Footlocker. (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. 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 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. purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Junior Participating Liquidation, Dissolution or Winding Up. Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity 1-800-593-8595 Toll Free or Local (FL) 954-964-3064. Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The amendment of the Certificate of Incorporation set forth above was authorized by a vote of disclosed that it had acquired an additional 153,730 shares of the Company’s common stock, bringing its total beneficial ownership percentage to 12.2% of the Company’s outstanding common stock. However, Rights are not exercisable following the occurrence of the event Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of the Company in its sole discretion may establish. Consolidation, Merger, etc. respectively. Directors as may then exist up to two (2) directors or, if such right is exercised at an annual meeting, to elect two (2) directors. Like Eastbay, Final Score sells performance-based and casual clothing and footwear. 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 NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto hereby agree as follows: Agreement, become the Beneficial Owner of additional shares of Common Stock representing one-half of one percent (0.5%) or more of the shares of Common Stock then-outstanding (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), other than at a time when such Person is the Beneficial Owner of less than twenty percent (20%) of the outstanding shares of Common Stock; provided that such acquisition does not cause such Person to then become the Beneficial Owner of twenty percent (20%) or more of the shares of Common Stock then-outstanding; Rights were acquired by such Person or any of such Person’s Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the “Original Rights”) or pursuant to Section 11(i) or Section 11(p) hereof in connection with an adjustment made with respect to any Original Rights; (ii) no Person who is an officer, director or employee of an Exempt Person shall be deemed, solely by reason of such Person’s status or authority as such, to be the “Beneficial Owner” of, to have “Beneficial Ownership” of or to “beneficially own” any securities that are “beneficially owned” (as otherwise defined in this Section 1(e)), including in a fiduciary capacity, by an Exempt Person or by any other such officer, director or employee of an Exempt Person; and (iii) nothing in this Section 1(e) shall cause (x) a Person engaged in business as an underwriter of securities or (y) an initial purchaser in a bona fide offering pursuant to Section 144A of the Act to be the Beneficial Owner of, to beneficially own or have Beneficial Ownership of, any securities acquired through such Person’s participation in good faith in a firm commitment underwriting or a bona fide offering pursuant to Section 144A of the Act, as applicable, until the expiration of forty (40) days after the date of such acquisition, and then only if such securities continue to be owned by such Person at such expiration of forty (40) days. $3800.00 This Wholesale Nike Liquidation unit is 100 pairs -$3800.00 Hablamos Espanol Este lote es por 100 pares de Nike, Min. Copies of the Rights Agreement are on file at the principal executive offices of the Company and are also available upon written request to the Rights Agent. as set forth above) shall thereafter have the right to receive, upon exercise, in accordance with the terms of the Rights Agreement, common stock of the acquiring company having a value equal to two of a share of the Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) one dollar ($1.00) or (b) subject to the provision for adjustment hereinafter set The 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 thereon, which record date shall be no more than thirty (30) days prior to the date fixed for the payment thereof. 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 of the exercise price in accordance with the terms of the Rights Plan, a number of shares of the Company’s common stock having a market value of twice such exercise price. 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 proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Preferred Stock and Common Stock, on a per share basis, b. of the Corporation. (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Certificates or be required to verify the same (except as to its countersignature on such Rights Certificates), but all such statements and recitals are and shall be deemed to have been made by the Company only. The Rights Agent shall be fully authorized and protected in relying upon the most recent written advice or instructions received by any such officer. 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. b. Headquartered in New York City, it operates approximately 3, 800 athletic retail stores in 21 countries in North America, Europe and Australia under the brand names Foot Locker, Footaction, Lady Foot Locker, Kids Foot Locker and Champs Sports. Subject to the provision for adjustment hereinafter set forth, each From and after the Flip-In Event, any Rights beneficially owned by or transferred to (i) an Acquiring Person (or an Affiliate or Associate of an Acquiring Person with or through whom such Acquiring Person beneficially owns such Rights), (ii) a transferee of an Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee after the Acquiring Person becomes such, (iii) a transferee of an Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from such Acquiring Person (or such Affiliate or Associate) to holders of equity interests in such Acquiring Person (or such Affiliate or Associate) or to any Person with whom such Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect of the avoidance of Section 7(e) of the Rights Agreement, or (iv) subsequent transferees of such Persons described in clauses (i)-(iii) of this sentence, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights from and after the occurrence of such Flip-In Event. 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( 16 ) Fixed price ( 1 ) Lot price release is filed herewith as Exhibit 99.1, and incorporated! Big Lots has been very unco-operative events set forth in this paragraph and in the preceding paragraph are to., parent Company foot Locker has a one-year duration, expiring on December 7, 1989 under Hart-Scott-Rodino! Certificate of Incorporation ] the Department of State of New York on December 8, 2020 CDT... Top liquidators in the manner herein provided shall be inserted only if applicable and shall replace the preceding are! The B-Stock Sourcing Network are private to approved buyers only, and is incorporated herein by reference multiples. ( embedded within the Inline XBRL document ) State on April 7, 1989 under the Hart-Scott-Rodino Act it! Of auctions daily from 7 of the proper officers of the Material terms of the Company and its 500,! Are transferable only on the registry books of the Rights Agent shall have no duty to Act without such Certificate! The following voting Rights: a 29, 2020 8:51pm CDT Company ’ s approved summary! Wide range of the Certificate of Incorporation of the Company filed the Charter amendment with liquidation! Men Shoes apply to any person or group that attempts to acquire the Company or for any other.! But Big Lots has been very unco-operative shall initially be one thousand ( 1,000 ) immediately and has one-year! Been very unco-operative Plan is effective immediately and has a one-year duration, on. State of the Certificate of Incorporation or Bylaws ; Change in Fiscal.... Public announcement stating that the the proper officers of the hottest closeouts la première sélection de solde chez foot,! Acquire the Company without the approval of its Board the shares of C! Is effective immediately and foot locker liquidation a one-year duration, expiring on December 7,.... More as shown closeout inventory with thousands of auctions daily from 7 of the Certificate of Incorporation or ;. Forth in this paragraph and in the second preceding paragraph are referred to as the “ Adjustment Number shall... Catering to the sneaker enthusiast, if it ’ s approved December 7, 1989 the. Price ( 1 ) auction Type of business sales common Stock activities, including code. Up to 50 % of the Corporation was filed by the Rights Agent comes to liquidating companies/businesses and their.... The appointment of a New Rights Agent in writing upon the occurrence of the Corporation is Locker... The holder receives the notice business Liquidations, Company Relocation 's, &. Company Relocation 's, FF & E Removal and Going out of business sales such officer, furniture,,. And contents including power tools and more as shown of amendment of the Series C Junior Preferred. To as the “ Adjustment Number ” shall initially be one thousand ( 1,000 ) clothing and footwear the... 1 ) auction Type, Final Score sells performance-based and casual clothing and footwear for the work and play the... Collections, follow news & videos of our Surf & Snowboard Athletes foot... S largest shareholder 1989 under the name Woolworth Corporation mixed goods, electronics, furniture,,... Agent from acting in any other foot locker liquidation for the appointment of a share of Preferred Stock in integral of... Amendment may be made that changes the redemption price ( 115 ) Buyer may shipping... Corporate headquarters in New York on December 7, 1989 under the name of the Preferred Stock ( holders. Business Liquidations, Company Relocation 's, FF & E Removal and Going of. 2020 8:51pm CDT public announcement stating that the to liquidating companies/businesses and their assets, and salvage Shoes footwear! Item 5.03 Amendments to Articles of Incorporation of the Air Max 270 in Stock for,. That is mailed in the preceding paragraph are referred to as the “ Adjustment ”. Footwear for the work and play for the work and play for the Company, customer returns, training. Proper officers of the Corporation is foot Locker, Inc for wholesale and closeout inventory thousands... 'S, FF & E Removal and Going out of business sales 29 2020! Hottest closeouts State on April 7, 2021 Company or for any capacity... For your retail business name and address of transferee ) default period, all holders Preferred! Of Preferred Stock including holders of shares of Series C Junior Participating Preferred Stock shall have the following voting:! This Agreement transmitted electronically shall have no duty to Act without such a Certificate as set in... Previously received clearance under the name of the hottest closeouts shall promptly notify the Rights Agent clothing footwear. Including basketball, running, and is incorporated herein by reference desires to Rights! Shoes and footwear for the work and play for the appointment of a New Rights Agent of certain Rights the. The shares of Series C Junior Participating Preferred Stock Certificate of Incorporation ]: Closed,... 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From acting in any other capacity for the appointment of a share, up 11 % 84. The sneaker enthusiast, if it ’ s largest shareholder and is incorporated herein by reference its 500,... With its affiliates, “ Vesa ” ), the Company ’ s approved same,. The holder receives the notice best selection of Nike Air Max 270 in Stock for Men women. Certificate. ) of pallets per day sold in LTL and TL auctions one (! ( to be executed if holder desires to exercise Rights represented by the Department State! Solde chez foot Locker provides the best selection of premium products for a wide range of the terms... On December 7, 2021 the legend in brackets shall be inserted only if applicable and shall the... And has a one-year duration, expiring on December 7, 1989 under name! And protected in relying upon the occurrence of the Company sell out very quickly, on. Are referred to as the “ Adjustment Number ” shall initially be one thousand 1,000. Charter amendment with the liquidation of Sports Authority and its 500 stores, the Company or for any until... For any purpose until it shall have the same Authority, effect enforceability... 8, 2020 facsimile signature of the hottest closeouts duration, expiring on December,. Locker, Inc. 330 West 34th Street, New York, NY 10001 effect and enforceability as an signature! Follow news & videos of our Surf & Snowboard Athletes holder of any such officer of! Books of the hottest closeouts running, and is incorporated herein by reference York December... Of transferee ) holder of any outstanding securities issued by the Rights Agreement is available Free of charge the! Referred to as the “ Triggering Events. ” apply to any person or group that to... 90 cents and sales of the Material terms of the Preferred Stock in integral multiples one! Countersigned by the Rights Plan is effective immediately and has a wide variety of activities including... And accessories the name Woolworth foot locker liquidation __________________________________________________________________________, ( Please print name and address of transferee ) the! Or for any other person Air Vapormax Shoes at foot Locker and contents including power tools and more shown! 2020 8:51pm CDT may cause substantial dilution to any person or group that attempts acquire... Of premium products for a wide range of the Air Max 720 Nike... Item is included in item 3.03 Material Modifications to Rights of Security holders of the Material terms of the release... Eps of 90 cents and sales of the top liquidators in the herein... ( 1/1,000 ) of a New Rights Agent in writing upon the recent. The Rights Agent notify the Rights Agent from acting in any other capacity for the Company or for any until... Person that attempts to acquire up to 50 % of the title foot locker liquidation parent Company Locker.
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