Amendment of Section 29. Section 29 of the Rights Agreement is amended by adding the following sentence at the end thereof: “Nothing in this Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedies or claims under this Agreement by virtue of (i) the execution of the Letter Agreement or the Warrant or (ii) the consummation of the Transactions or any other transaction contemplated by the Letter Agreement or the Warrant.”
Amendment of Section 29. Section 2.9 of the Credit Agreement is hereby amended by replacing the entirety of the first clause (ii) of such Section 2.9 with “(reserved)”.
Amendment of Section 29. Section 2.9 of the Agreement is hereby amended and restated in its entirety to read as follows:
Amendment of Section 29. Section 29 of the Rights Agreement is amended to read in its entirety as follows: BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Separation Date, registered holders of the Common Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Separation Date, registered holders of the Common Stock).
Amendment of Section 29. Section 29 of the Rights Agreement is amended to read in its entirety as follows: BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Separation Date, registered holders of the Common Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Separation Date, registered holders of the Common Stock); provided, however, that no Person shall be granted or issued any Rights, no holder of any Rights shall be entitled to exercise such Rights under any of the sections, terms or provisions of this Agreement, and nothing in this Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedies or claims under this Agreement, in each case solely by virtue of (i) the negotiation, execution, delivery, preparation or approval of the Stock Purchase Agreement, (ii) the consummation of the sale of 890,221 shares of Common Stock by Xxxxxx X. Lung and Xxxxxxx Lung to Tontine Capital Partners, L.P. in accordance with the provisions of the Stock Purchase Agreement or (iii) any public announcement related thereto.
Amendment of Section 29. Section 29 of the Agreement is hereby amended by inserting two new paragraphs to the end of Section 29 as follows: Without limiting the generality of the foregoing, it is understood that the Three-Year Independent Director Evaluation Committee (the “TIDE Committee”) (as described below) of the Board shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company and its stockholders, at least once every three years, or sooner than that if (i) any Person shall have made a proposal to the Company or its stockholders, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, and (ii) a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the TIDE Committee shall communicate its conclusions to the full Board, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. The TIDE Committee shall be comprised of members of the Nominating and Corporate Governance Committee who are Independent Directors. The TIDE Committee and the Board, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to set their own agenda and to retain at the expense of the Company, independent legal, accounting or other professional consultants selected by the TIDE Committee. The Company shall cause its employees to make themselves available to cooperate with the TIDE Committee for any matters related to its purpose. The TIDE Committee and the Board, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be modified or the Rights should be redeemed.
Amendment of Section 29. The phrase "(and, where specifically provided ----------------------- for herein, only upon approval by a majority of the Continuing Directors)" in Section 29 shall be deleted; the phrase "(or, where specifically provided for herein, only upon approval by a majority of the Continuing Directors)" in Section 29 shall be deleted; and the phrase "or the Continuing Directors" in the last sentence in Section 29 shall be deleted.
Amendment of Section 29. Section 29 of the Rights Agreement is ----------------------- hereby amended and restated to read as follows: "Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares)."
Amendment of Section 29. (a) Section 29 of the Rights Agreement is hereby amended by inserting the following as the last sentence: “The Rights Agent is entitled always to assume that the Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.”
Amendment of Section 29. Section 2.9 of the Credit Agreement is hereby amended and restated in its entirety as follows:
