Amendment of Section 26. Section 26 of the Rights Agreement is hereby amended by replacing the mailing address for the Rights Agent with the following: “Computershare Trust Company, N.A. 200 Xxxxxx Xxxxxx Canton, Massachusetts 02021 Attention: Client Services”
Amendment of Section 26. The second paragraph of Section 26 of the Rights Agreement is hereby amended in its entirety and replaced by the following paragraph: “Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, sent by facsimile transmission (which is confirmed) or sent by an overnight courier service, addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A 000 Xxxxxx Xxxxxx Canton, Massachusetts 02066 Attention: Client Services All references in the Rights Agreement to “National City Bank” as Rights Agent shall be deemed to refer to Computershare Trust Company, N.A., as Rights Agent.”
Amendment of Section 26. (a) Section 26 of the Rights Agreement is hereby amended and restated in its entirety as follows:
Amendment of Section 26. Section 26 of the Original Agreement is hereby amended and restated to read in its entirety as follows: Table of Contents Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by registered or certified mail and shall be deemed given upon receipt addressed (until another address is filed in writing with the Rights Agent) as follows: Xxxx Industries, Inc. 0000 Xxxx Xxxxx Xxxxxx Xx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Secretary Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by registered or certified mail and shall be deemed given upon receipt addressed (until another address is filed in writing with the Company) as follows: Computershare Investor Services, LLC 000 Xxxxx Xxxxxxxx Xxxxxx, Suite 1020 Los Angeles, California 90071 Attention: Xxxx Xxxxxxxxxxx with a copy to: Computershare Investor Services, LLC Xxx Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxx Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.
Amendment of Section 26. Section 26 of the Rights Agreement is amended to provide that notices or demands to be given or made on the rights agent shall be addressed as follows: AMERICAN STOCK TRANSFER & TRUST COMPANY 50 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Department Telecopier: (000) 000-0000 10. Addition of Section 35. The Rights Agreement is amended to add the following Section 35 to the Rights Agreement:
Amendment of Section 26. Section 26 of the Rights Agreement is hereby deleted and replaced in its entirety with the following: At any time prior to the Distribution Date and subject to the penultimate sentence of this Section 26, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement without the approval of any holder of the Rights. Without limiting the foregoing, the Company may, at any time prior to the Distribution Date and subject to the penultimate sentence of this Section 26, without the approval of any holder of the Rights, change the time during which the Rights may be redeemed pursuant to Section 24, change any provision of the Certificate of Determination, and/or lower the threshold set forth in the definition of Acquiring Person in Section 1 and the threshold set forth in Section 3(b) to not less than the greater of (i) any percentage greater than the largest percentage of the Common Shares then outstanding known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any of its Subsidiaries, or any Person holding Common Shares for or pursuant to the terms of any such employee benefit plan) and (ii) 10%. From and after the Distribution Date and subject to applicable law, the Company may, and the Rights Agent shall if the Company so directs, amend this Rights Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision of this Rights Agreement or (ii) to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person) or the rights or duties of the Rights Agent. Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such supplement or amendment could have been adopted under the prior sentence from and after the Distribution Date. Any supplement or amendment to this Rights Agreement duly approved by the Company that does not amend Sections 19, 20, 21 or 22 in a manner adverse to the Rights Agent shall bec...
Amendment of Section 26. Section 2.6 of the Security Agreement is hereby amended by adding the text "or any other Loan Party" immediately after (a) the text "acquire against any other Borrower", (b) the text "any Secured Party against any Borrower", and (c) the text "receive from any Borrower".
Amendment of Section 26. The notice provision in respect of the Company and the Rights Agent set forth in Section 26 of the Rights Agreement is amended to read in its entirety as follows:
Amendment of Section 26. Section 2.6 of the Purchase Agreement is hereby amended by adding the following new paragraph to the end of Section 2.6 of the Purchase Agreement: Notwithstanding the foregoing or anything else to the contrary in this Agreement, Buyer has indicated its desire and willingness to “close over” any and all Hard Consents affecting any Oil and Gas Assets, including all consents contained in the instruments set forth on Schedule 2.6(a), that remain outstanding as of the Closing other than the Specified FW Hard Consents (each such consent, an “Outstanding Hard Consent”), in which case the Oil and Gas Assets affected by any such Outstanding Hard Consent (“Affected Assets”) shall nevertheless be sold and conveyed to Buyer at the Closing and Buyer shall pay for the Affected Assets at Closing (without any reduction in the Base Purchase Price) in accordance with this Agreement as though such Outstanding Hard Consent had been obtained; provided, however, that in no event shall the Parties “close over” any Hard Consent set forth on Schedule 2.6(b) (the “Specified FW Hard Consents”) and the Oil and Gas Assets affected by such Specified FW Hard Consents (if outstanding as of the Closing) shall not be conveyed at the Closing and shall only be conveyed to Buyer from Sellers, if at all, following the Closing in accordance with the first paragraph of this Section 2.6. Following the Closing, Sellers’ sole obligation with respect to any Outstanding Hard Consent that was “closed over” at the Closing shall be to use commercially reasonable efforts to obtain such Outstanding Hard Consent to the extent Sellers have employees and resources available for such purpose; provided that nothing in this paragraph shall (x) require Sellers to make any expenditure or incur any obligation on their own or on behalf of Buyer for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash or (y) prohibit any Seller from ceasing operations or winding up its affairs following the Closing. BUYER SHALL DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS EACH SELLER PARTY FROM AND AGAINST ANY AND ALL LIABILITIES (INCLUDING, COURT COSTS, INTEREST, LITIGATION EXPENSES AND ATTORNEY FEES) BASED UPON, ARISING OUT OF, IN RESPECT OF, RESULTING FROM, OR RELATING TO THE FAILURE TO OBTAIN SUCH OUTSTANDING HARD CONSENT OR THE SALE AND TRANSFER OF ANY AFFECTED ASSETS, INCLUDING THOSE ASSERTED OR CLAIMED AGAINST ANY SELLER PARTY BY ANY COUNTERPARTY TO ANY CONTR...
Amendment of Section 26. Section 26 of the Rights Agreement pertaining to “Notices” is amended and restated as follows:
