Amendment of Rights Agreement. The Rights Agreement is hereby amended as follows:
(a) Section 1 of the Rights Agreement is hereby amended by inserting the following subsections at the end of such Section 1:
Amendment of Rights Agreement. The Company, by action of the Board, may supplement or amend any provision of the Rights Agreement in any respect without the approval of any registered holder of Rights, including, without limitation, in order to (a) cure any ambiguity, (b) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with other provisions of the Rights Agreement, (c) shorten or lengthen any time period under the Rights Agreement, or (d) otherwise change, amend, or supplement any provisions of the Rights Agreement in any manner that the Company deems necessary or desirable; provided, however, that no supplement or amendment made after a person becomes an Acquiring Person shall adversely affect the interests of the registered holders of rights certificates (other than an Acquiring Person or any affiliated or associated person of an Acquiring Person or certain of their transferees) or shall cause the Rights Agreement to become amendable other than in accordance with the amendment provision contained therein. Without limiting the foregoing, the Company may at any time before any person becomes an Acquiring Person amend the Rights Agreements to make provisions of the Rights Agreement inapplicable to a particular transaction by which a person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of the Rights Agreement as they may apply with respect to any such transaction.
Amendment of Rights Agreement. The Board of Directors may, from time to time, without the approval of any holder of Rights, direct the Company and the Rights Agent to supplement or amend any provision of the Rights Agreement in any manner, whether or not such supplement or amendment is adverse to any holder of Rights, and the Company and the Rights Agent shall so supplement or amend such provision; provided, however, that from and after the earliest of (a) the tenth business day (or such later day as shall be designated by the Board of Directors) following the date of the commencement of, or the announcement of an intention to make, a tender offer or exchange offer, the consummation of which would cause any person to become a 20% Shareholder, (b) the 20% Ownership Date, (c) the first event of the type giving rise to exercise rights under Section 5(c) above, or (d) the Redemption Date, the Rights Agreement shall not be supplemented or amended in any manner that would materially and adversely affect any holder of outstanding Rights other than a 20% Shareholder; provided, further that from and after the first date upon which there shall exist a 20% Shareholder, the Rights Agreement shall not be supplemented or amended in any manner without the approval of a majority of the Company's directors who were directors prior to such date.
Amendment of Rights Agreement. The Company (by action of the Board of Directors) may supplement or amend any provision of the Rights Agreement in order to (a) cure any ambiguity, (b) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with other provisions of the Rights Agreement, (c) shorten or lengthen any time period under the Rights Agreement, or (d) make any other provisions with respect to the Rights that the Company deems necessary or desirable; provided, however, that no supplement or amendment made after the time any person becomes an Acquiring Person may adversely affect the interests of the registered holders of rights certificates (other than an Acquiring Person or any affiliated or associated person of an Acquiring Person or certain of their transferees). Without limiting the foregoing, the Company may at any time before any person becomes an Acquiring Person amend the Rights Agreement to make the provisions of the Rights Agreement inapplicable to a particular transaction by which a person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of the Rights Agreement as they may apply with respect to any such provision.
Amendment of Rights Agreement. Effective upon the date hereof, the Rights Agreement is amended as follows:
Amendment of Rights Agreement. The parties hereto agree that Section 1.1 is amended so that the definition of “Acquiring Person” shall read as follows:
Amendment of Rights Agreement. The Company may supplement or amend any provision of the Rights Agreement in order to (a) cure any ambiguity, (b) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with other provisions of the Rights Agreement, (c) shorten or lengthen any time period under the Rights Agreement, or (d) make any other provisions with respect to the Rights that the Company deems necessary or desirable; provided, however, that no supplement or amendment made after a person becomes an Acquiring Person may adversely affect the interests of the registered holders of rights certificates (other than an Acquiring Person or any affiliated or associated person of an Acquiring Person or certain of their transferees).
Amendment of Rights Agreement. The Rights Agreement is hereby amended as follows:
Amendment of Rights Agreement. (a) The definition of “Acquiring Person” in Section 1 of the Rights Agreement shall be amended by adding the following sentence to the end of such definition: Notwithstanding the foregoing, for purposes of this Agreement, none of Xxxxxxxxx Electric SA, a company organized under the laws of France (“Parent”), Trianon Inc., a Massachusetts corporation and an indirect wholly owned subsidiary of Parent (“Subsidiary”), or any other direct or indirect subsidiary of Parent shall be deemed to be an “Acquiring Person” by reason of the execution or delivery of (i) the Agreement and Plan of Merger, by and between the Company, Parent and Subsidiary (the “Merger Agreement”) to be entered into after this Amendment and dated as of the same date, or the consummation of the merger provided for in the Merger Agreement or (ii) the Voting Agreement (as defined in the Merger Agreement).
(b) The definition of “Beneficial Owner” in Section 1 of the Rights Agreement shall be amended by adding the following sentence to the end of such definition: Notwithstanding the foregoing, for purposes of this Agreement, none of Parent, Subsidiary or any other direct or indirect subsidiary of Parent shall be deemed to be the “Beneficial Owner” of, or to “beneficially own,” any securities of the Company by reason of (i) the Merger Agreement, (ii) the Voting Agreement or (iii) any agreement, arrangement or understanding entered into in connection with or pursuant to the Merger Agreement between the Company and Parent or any direct or indirect subsidiary of Parent.
(c) Section 7(a) of the Rights Agreement shall be amended in its entirety to read as follows: The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its principal office, together with payment of the Purchase Price for each Common Share as to which the Rights are exercised, prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the right to exercise the Rights terminates pursuant to Section 23 hereof, (iii) the time at which the Rights to exercise the Rights terminates pursuant to Section 24 hereof or (iv) the Eff...
Amendment of Rights Agreement. (a) Subclause (i) of the first sentence of Section 7(a) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:
(i) the Close of Business on February 11, 2021 (the “Final Expiration Date”),”
(b) The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment No. 2, including all necessary conforming changes.
