just for the hell of it . . .
went back and looked at the "end-of-quarter" period for last year (possible fund selling?) . . . nope, no correlation to volume spike seen today:
Sep 30, 2010 1.20 1.20 1.18 1.20 34,624,843
Sep 29, 2010 1.17 1.19 1.17 1.18 25,833,539
Sep 28, 2010 1.16 1.18 1.16 1.18 20,563,153
file memo/new filings today
nothing new here . . . just posting it for purposes of future discussion
Aggregate Amount Beneficially Owned by Each Reporting Person: 2,586,976,761
Percent of Class Represented by Amount in Row (11): 40.15% (2)
Through March 6, 2012, without the prior written approval of the Independent Common Directors (defined in the Investment Agreement to mean any director who (i) is or would be an “independent director” with respect to the Issuer and with respect to Purchaser pursuant to NASDAQ Rule 4200(a)(15) and (ii) is not a director selected or designated to be a director by Purchaser pursuant to the Investment Agreement or the Certificate of Designations, whether or not such person is an independent director with respect to the Issuer pursuant to NASDAQ Rule 4200(a)(15)), none of Purchaser or any of its affiliates may, directly or indirectly, acquire, offer or propose to acquire or agree to acquire beneficial ownership of any shares of Common Stock if such acquisition will result in Purchaser and its affiliates having beneficial ownership of 49.9% or more of the outstanding shares of Common Stock, unless such acquisition or offer or agreement is made pursuant to a
cash tender offer for all the outstanding shares of Common Stock that are not then beneficially owned by Purchaser or its affiliates at a price per share greater than the closing price of Common Stock on the trading day immediately prior to the earlier of the public announcement or commencement of such tender offer.
Except as provided in the preceding paragraph, until March 6, 2012, without the prior written approval of the Independent Common Directors, none of Purchaser or any of its affiliates may, directly or indirectly:
· enter into or agree, offer, propose or seek to enter into an acquisition transaction, merger or other business combination relating to the Issuer or any of its subsidiaries or an acquisition transaction for their assets;
· make, or participate in, a solicitation of proxies to vote or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Issuer or its subsidiaries, subject to certain exceptions;
· call or seek to call a meeting of shareholders of the Issuer or its subsidiaries or initiate a stockholder proposal with respect to any voting securities of the Issuer, or seek, propose or otherwise act alone or in concert with others to influence or control the management, board of directors or policies of the Issuer or its subsidiaries, subject to certain exceptions; or
· bring an action to contest the validity of the provisions described under “Standstill Restrictions” or seek a release of the restrictions described under “Standstill Restrictions”, or make a public request to amend or waive any provisions described under “Standstill Restrictions.”
In connection with the execution of the Investment Agreement, the board of directors of the Issuer adopted certain resolutions (the “Section 203 Resolutions ”) approving the Liberty Parties (as defined in the Investment Agreement) and certain related persons as “interested stockholders” within the meaning of Section 203 of the Delaware General Corporation Law (“ Section 203 ”), thereby exempting such persons from the restrictions on business combinations set forth in Section 203.
In addition, the Investment Agreement prohibits the Issuer from (i) amending, modifying or rescinding the Section 203 Resolutions, (ii) adopting any rights plan or charter or bylaw provision that would materially adversely affect Purchaser’s ability to acquire or dispose of the Issuer’s equity securities to a Liberty Party (as defined in the Investment Agreement) or in block transactions (after March 6, 2012), or that otherwise would impose material economic burdens on Purchaser’s ability to do so.