price of $210.00 per Unit, subject to adjustment (the “Purchase Price”). Each Right entitles the registered holder to purchase from the Company, when exercisable and subject to adjustment, a unit consisting of one one-thousandth (1/1,000) of a share (a In the event the Corporation shall at any time after December 7, 2020 (the “Rights Dividend Declaration Date”) (i) declare and pay any dividend on [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). In the The Rights Certificates are transferable only on the registry books of the Rights Agent. For all purposes of this Agreement, the phrase “then-outstanding” when used with reference to the percentage of the then-outstanding securities beneficially owned by a Person shall mean the number of securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to be the Beneficial Owner of, to beneficially own or have Beneficial Ownership of hereunder. The name of the Corporation is Foot Locker, Inc. period, and (y) any vacancy in the Board of Directors may (except as provided in Paragraph (c)(iii) of this Subsection 2) be filled by vote of a majority of the remaining directors theretofore elected by the holders of the class of stock which elected the director whose office shall have become vacant. However, Rights are not exercisable following the occurrence of the event About Foot Locker. In the event the rights become denominator of which shall be the total number of shares of Common Stock that were outstanding immediately following the occurrence of such event. exercisable, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will have the right to receive, upon exercise of the right and payment (together with its affiliates, “Vesa”), the Company’s largest b. 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. Initially, the Rights will be attached to all outstanding shares of Common Stock, and no separate rights certificates (“Rights Certificates”) will be Get it early. 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 The signature to the foregoing Form of Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. Upon any liquidation, dissolution or winding up of the Corporation, Auctioneer, Asset Liquidation Auctions, and / or removal location owner are not liable for injuries or damage during removal. Foot Locker, Inc. 330 West 34th Street, New York, NY 10001. FORM OF SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK OF FOOT LOCKER, INC. On December 7, 2020, the board of directors (the “Board”) of Foot Locker, Inc., a New York corporation (the “Company”), authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company (the “Common Stock”), to shareholders of record at the close of business on December 18, 2020 (the “Record Date”). 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 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. The events set forth in this paragraph and in the second preceding paragraph are referred to as the “Triggering Events.”. The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. [Form of Reverse Side of Rights Certificate], (To be executed by the registered holder if such holder desires to transfer the Rights Certificate. So to increase sales of the title, parent company Foot Locker launched www.final-score.com this winter. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. number being subject, however, to change thereafter in any manner provided by law or in this Certificate of Incorporation or the By-laws). 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. 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 Under certain circumstances set forth in the Rights Agreement, Rights issued to, or beneficially owned by, any Person who is, was or becomes an Acquiring Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void and will no longer be transferable. Subject to the provision for adjustment hereinafter set forth, each oversee the execution of the Company’s strategic plan to drive long-term growth, profitability, and shareholder value. (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. The Company shall provide the Rights Agent with prompt, reasonably detailed written notice of any determination under this Section 11(a)(iii). accounting standards provided pursuant to Section 13(a) of the Exchange Act. The adjustments provided for in this Section 11(p) shall be made successively whenever such a dividend is declared or paid or such a subdivision or combination is effected. Estate Liquidation Auction "ONLINE BIDDING" BTeam Closes 11-1-2020 ~~ 300+ Lot Auction Bid Now! Wholesale Closeout Liquidation Merchandise 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. Under Section 805 of the Business Corporation Law. While the distribution of the Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth (1/1,000) of a share (a “Unit”) of Series C Junior Participating Preferred Stock, par value $1.00 per share (the “Series C Preferred Stock”) at a purchase price of two-hundred and ten dollars ($210.00) per Unit, subject to adjustment (the “Purchase Price”). or for which each share of Common Stock is changed or exchanged. Find the hottest sneaker drops from brands like Jordan, Nike, Under Armour, New Balance, and a … Business Liquidations, Company Relocation's, FF&E Removal and Going Out Of Business Sales. (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. In the event that any person becomes an Acquiring Person (unless the event causing such person to become an Acquiring Person is a transaction described under “Flip-over Trigger,” below), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other The Company may require payment from any holder of a Rights Certificate of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates. Maximize your profits! In the event of any such suspension, the Company shall issue a public announcement stating that the. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.). The Rights Agent shall have no duty to act without such a certificate as set forth in this Section 20(b). 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