Amendment of Rights Plan. Simultaneously with the execution and delivery of this Amendment, the Company shall enter into an amendment to the Rights Plan substantially in the form set forth in Exhibit A.
Amendment of Rights Plan. As of the Closing Date, the amendment to the Rights Agreement referenced in Section 4.20 shall continue to be in full force and effect to accommodate the issuance and sale of the Shares to the Buyers and to allow the Buyers to purchase, collectively, up to 40% of the Common Stock.
Amendment of Rights Plan. It has taken all action necessary or appropriate so that the entering into of this Agreement and the Voting Agreements and the consummation of the transactions contemplated hereby, individually or in connection with any other event, do not and will not result in Parent or any Affiliate or Associate of Parent being deemed an “Acquiring Person” for purposes of the Company Rights Agreement, will not result in a “Distribution Date”, “Stock Acquisition Date”, “Acquisition Event” or “Section 13 Event” under the Company Rights Agreement being deemed to occur, as such terms are defined therein, and will not result in the ability of any Person to exercise any Rights of the Company under the Company Rights Agreement or enable or require the Rights of the Company to separate from the Company Common Stock to which they are attached. The Company has duly adopted an amendment to the Company Rights Agreement substantially in the form of Annex 3 (the “Rights Amendment”).
Amendment of Rights Plan. Prior to the Closing, the Company shall have entered into an agreement with U.S. Stock Transfer Corporation to amend that certain Preferred Shares Rights Agreement dated as of October 23, 1996 and amended and restated as of March 15, 2004 by and between the Company and U.S. Stock Transfer Corporation (the “Rights Plan”) in substantially the form attached hereto as Exhibit E to permit the acquisition by the Purchasers of the Securities so that such acquisition does not constitute or otherwise trigger a “Triggering Event”, “Distribution Date” or “Shares Acquisition Date”.
Amendment of Rights Plan. The Company represents and warrants that the Board of Directors has acted to amend the Rights Agreement in the form attached hereto as Exhibit I (the “Rights Plan Amendment”), subject only to the execution of this Agreement by the Company, NNS Holding and Xx. Xxxxxx Sawiris. The Company shall execute and forward the Rights Plan Amendment to the Rights Agent for execution promptly (and in any event within two business days) following the date hereof. The Company agrees not to amend, waive or modify the Rights Agreement in any manner inconsistent with this Article 2 or the Rights Plan Amendment. The Company further agrees not to adopt or otherwise implement a shareholder rights plan, poison-pill or other similar arrangement (each, a “Specified Measure”) during the Standstill Period, except that a Specified Measure may be adopted or implemented if (i) the Board of Directors determines that the relevant adoption or implementation is reasonable in light of the relevant circumstances and the fiduciary duties of the Board of Directors, (ii) the Company publicly commits to put the Specified Measure to a shareholder vote within one year and (iii) the Specified Measure does not prohibit any shareholder from holding or acquiring 20% or less of the Company’s outstanding Common Shares (it being further agreed, however, that if any Specified Measure is adopted or implemented in accordance with this paragraph then this Agreement shall immediately terminate without further action by any party).
Amendment of Rights Plan. Titan's Board of Directors shall take all ------------------------ necessary to amend or otherwise cause the Titan Rights Agreement to permit the transactions contemplated hereby.
Amendment of Rights Plan. The Company has taken all necessary actions to render the Rights Agreement inapplicable to this Agreement and the Transactions and to terminate the Rights Agreement immediately prior to the Merger Effective Time, including to provide that neither Parent nor any of its affiliates will become an Acquiring Person (defined in the Rights Agreement), that no Distribution Date or Stock Acquisition Date (each defined in the Rights Agreement) will occur, and that the Rights will not separate from the underlying Company Common Shares or give the holders thereof the right to acquire securities of any party hereto, in each case as a result of the execution, delivery or performance of this Agreement or the consummation of the Offer, the Merger or the other Transactions. Complete and correct copies of the resolutions referred to above have been delivered to Parent on or prior to the date hereof.
Amendment of Rights Plan. The Company agrees to amend its existing shareholder rights plan, dated as of March 22, 1999, between the Company and American Stock Transfer & Trust Company, as rights agent, as amended by the first amendment dated as of March 12, 2009 (the “Rights Plan”) so that acquisition of the Shares by the Investor does not activate any rights issued to the Company’s shareholders pursuant to the Rights Plan.
Amendment of Rights Plan. The Company has taken all action and ------------------------ entered into all amendments to the Rights Agreement dated as of June 1, 2001, by and between Company and Mellon Investor Services LLC (the "Company Rights Agreement"), as necessary or appropriate, such that (i) no "Stock Acquisition Date" (as defined in the Company Rights Agreement) shall occur and neither Acquiror nor its affiliates, individually or taken together, shall become an "Acquiring Person" (as defined in the Company Rights Agreement), (ii) the Company Rights Agreement and the Company Rights shall not apply to Acquiror or any of its affiliates, individually or taken together, in the case of the foregoing clause (i) or (ii), solely as a result of this Agreement, the Voting Agreement or the transactions contemplated hereby and thereby and (iii) all Rights (as defined in the Company Rights Agreement) issued under the Company Rights Agreement shall, immediately prior to the Effective Time, be cancelled, void and of no further force or effect.
Amendment of Rights Plan. Effective as of the date hereof,
(a) Each of Section 1(k) (definition of "Interested Person") and Section 1(y) (definition of "Transaction") is deleted from the Rights Plan in its entirety.
(b) Each of Section 23(c) (concerning redemption) and the last sentence of Section 27 (concerning amendment) is deleted from the Rights Plan in its entirety.
