Examples of Amended Rights Agreement in a sentence
This Agreement and the Amended Rights Agreement referred to herein constitute the entire understanding of the parties with respect to the subject matter hereof and supersede all prior and current understandings and agreements, whether written or oral.
From and after the date hereof the Company shall not amend, modify, waive, terminate or invalidate any provision of the Amended Rights Agreement or any similar shareholder rights plan or similar device (a "Substantially Similar Plan"), in a manner which would cause the Investor Group to become an "acquiring person" under the Amended Rights Agreement or any Substantially Similar Plan upon the exercise of any rights granted to the Investor hereunder.
Except as provided in Section 1 above, the terms and conditions of the Amended Rights Agreement shall be unaffected by this instrument and shall remain in full force and effect.
The Company and AST each acknowledge that pursuant to Section 28 of the Amended Rights Agreement the respective covenants and provisions of the Amended Rights Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns thereunder.
Section 1(a) of the Amended Rights Agreement is hereby amended to add the following sentence after the last sentence thereof which sentence was added pursuant to Amendment No. 3: Notwithstanding the foregoing, neither Second Holdco nor any of its Affiliates shall become an Acquiring Person as a result of the execution of the Second Merger Agreement or the consummation of the Second Merger by filing the Second Merger Agreement with the Secretary of State of the State of Delaware.
This Amendment will not be effective unless this Amendment (or a separate consent with the same purpose) has been executed and delivered by the Company, the Founders and the holders of at least two-thirds (2/3) of the Shares and Conversion Stock (as defined in the Amended Rights Agreement).
AST hereby accepts the appointment as agent for the Company and the holders of Rights under the Amended Rights Agreement, and AST hereby assumes and agrees to perform all of the duties and obligations of the Rights Agent under the terms and conditions of the Amended Rights Agreement.
Terms defined in the Rights Agreement as amended hereby (the --------- "Amended Rights Agreement") and not otherwise defined herein are used with the ------------------------ meaning so defined.
Any of the provisions of the Amended Rights Agreement may be amended without the approval of the holders of Company Common Stock at any time prior to the Distribution Date.
After the Distribution Date, the provisions of the Amended Rights Agreement may be amended in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Amended Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable.