Amendment of Definition of “Acquiring Person. The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby supplemented and amended by adding the following as Section 1(a)(iii):
Amendment of Definition of “Acquiring Person. Paragraph (a) of Section 1 of the Rights Agreement is amended by deleting the paragraph in its entirety and replacing it with the following:
Amendment of Definition of “Acquiring Person. The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby supplemented and amended by inserting the following sentence after the last sentence thereof: “Notwithstanding anything in this Agreement to the contrary, neither Parent, Merger Sub 1, Merger Sub 2, nor any of their respective Affiliates or Associates shall be deemed, individually or collectively, to be an Acquiring Person as a result of the public announcement, approval, execution, delivery or performance of (i) the Merger Agreement or the Voting Agreement, (ii) the consummation of the Merger or (iii) any of the other transactions contemplated by the Merger Agreement.”
Amendment of Definition of “Acquiring Person. The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby supplemented and amended by adding the following at the end thereof: “Notwithstanding anything in this Agreement to the contrary, neither the Parent, Sub nor any of their respective Affiliates or Associates shall be deemed to be an Acquiring Person solely as a result of the approval, execution, delivery or performance of the Merger Agreement or the Voting Agreements or the consummation of the Merger or any of the other transactions contemplated thereby (including any acquisition of Common Shares pursuant to the Merger Agreement).”
Amendment of Definition of “Acquiring Person a. Section 1(a) of the Rights Agreement is hereby amended by adding the following at the end of such section: “Notwithstanding the foregoing, the term ‘Acquiring Person’ shall not include Warburg Pincus Private Equity IX, L.P. or its affiliates (“WP”), provided that WP shall not be in breach of Section 8.7 of the Securities Purchase Agreement, dated September 4, 2006, between the Company and WP.”
Amendment of Definition of “Acquiring Person. Section 1(a) of the Rights Agreement is hereby amended by adding the following language to the end of Section 1(a): “Xxxxxx Xxxxxxx also shall not be considered to be an Acquiring Person for the purposes of this Agreement unless and until he shall become the Beneficial Owner of twenty (20%) percent or more of the shares of Common Stock then outstanding of the Company.”
Amendment of Definition of “Acquiring Person. The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby supplemented and amended by inserting the following sentence after the last sentence thereof: “Notwithstanding anything in this Agreement to the contrary, neither Parent, Merger Sub nor any of their respective Affiliates or Associates shall be deemed to be an Acquiring Person as a result of the public announcement, approval, execution, delivery or performance of the Merger Agreement or the Voting Agreements or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.”
Amendment of Definition of “Acquiring Person. The first sentence of the definition of Acquiring Person contained in Section 1(a) of the Rights Agreement shall be replaced in its entirety by a new first sentence to read as follows:
Amendment of Definition of “Acquiring Person. The definition of “Acquiring Person” in Section 1 of the Rights Agreement is hereby amended and supplemented by adding the following sentence at the end thereof: “Notwithstanding anything in this Rights Agreement to the contrary, neither VLP, Subcorp, nor any of their Affiliates or Associates shall be deemed to be an Acquiring Person as a result, directly or indirectly, of (i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the consummation of the Merger or any other transaction contemplated by the Merger Agreement or (iii) the public announcement of any of the foregoing.”
Amendment of Definition of “Acquiring Person. The definition of “Acquiring Person” in Section 1.1 of the Rights Agreement is hereby supplemented and amended by inserting the following sentence after the last sentence thereof: “Notwithstanding anything in this Agreement to the contrary, none of the members of the Save Scio Group, either individually, collectively or in any combination, shall be deemed to be an Acquiring Person as a result of the public announcement, approval, adoption, execution, delivery or performance of the Settlement Agreement, any amendment, modification or waiver thereto approved in advance by the Board of Directors of the Company, the consummation of the Settlement Acquisition or any of the other transactions contemplated by the Settlement Agreement, or any combination of the foregoing (each, an “Exempt Event” and, collectively, the “Exempt Events”).”
