Amendment of Section 3(b). The second sentence of Section 3(b) of each Agreement is hereby deleted and replaced with the following: A form of Purchase Order and Redemption Order is attached hereto as Exhibit B.
Amendment of Section 3(b). Section 3(b) of the Agreement is amended to read as follows:
Amendment of Section 3(b). The first sentence of Section 3(b) of the Rights Agreement is hereby amended by deleting it in its entirety and inserting the following in place thereof: “Until the earlier of (i) the Close of Business on the tenth calendar day after such date on which the Company learns that a Person has become an Acquiring Person and (ii) the Close of Business on the tenth calendar day (or, unless the Distribution Date shall have previously occurred, such later date as may be specified by the Board of Directors of the Company), if any, as may be designated by the Board following the commencement of, or first public disclosure of an intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or compensation plan of the Company or of any of its Subsidiaries, or any Person organized, appointed or established by the Company and holding Common Shares for or pursuant to the terms of any such employee benefit or compensation plan) for outstanding Common Shares, if upon consummation of such tender or exchange offer such Person could be the Beneficial Owner of more than 10% of the outstanding Common Shares (the Close of Business on the earlier of such dates being the “Distribution Date”), (x) the Rights shall, except as otherwise provided in Section 3(c), be evidenced by the certificates for Common Shares registered in the names of the holders thereof, or, in the case of Common Shares held in uncertificated form, by the transaction statement or other record of ownership of such Common Shares, and not by separate Right Certificates, and (y) the Rights, including the right to receive Right Certificates, shall be transferable only in connection with the transfer of the underlying Common Shares.”
Amendment of Section 3(b). The Stockholders’ Agreement is hereby amended by deleting Section 3(b) in its entirety and substituting the following in its place:
Amendment of Section 3(b). The first paragraph of Section 3B of the Existing Agreement is amended as of the Eighth Amendment Effective Date by adding at the end thereof the following text: "On the Eighth Amendment Effective Date, the Bank, upon all Obligations (other than not more than $3,000,000 of principal outstanding on the Starcraft Revolver) having been paid in full, shall execute and be bound by the Special Subordination Agreement."
Amendment of Section 3(b). The introductory paragraph of Section 3(b) of the Employment Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof.
Amendment of Section 3(b). Section 3(b) of the Agreement is amended and restated in its entirety to read as follows:
(b) Until the Close of Business on any date that the Board of Directors of the Company shall designate as the "Distribution Date", in a resolution adopted for such purpose, after either (i) a Person has become an Acquiring Person or (ii) an Offer Commencement has occurred, (x) the Rights will be evidenced by the certificates for Common Shares registered in the names of the holders thereof and not by separate Right Certificates and (y) the Rights, including the right to receive Right Certificates, will be transferable only in connection with the transfer of Common Shares. The Board of Directors of the Company shall not designate any date as the Distribution Date pursuant to the prior sentence, or authorize the Company to deliver notice of the occurrence of a Distribution Date to the Rights Agent, without prior approval by the Company's shareholders. As soon as practicable after receiving notice from the Company of the Distribution Date the Rights Agent will send, by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing (subject to Section 7(e)) one whole Right for each Common Share (or for the number of Common Shares with which one whole Right is then associated if the number of Rights per Common Share held by such record holder has been adjusted in accordance with the proviso in Section 3(a)). If the number of Rights associated with each Common Share has been adjusted in accordance with the proviso in Section 3(a), at the time of distribution of the Right Certificates the Company may make any necessary and appropriate rounding adjustments so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Right in accordance with Section 15(a). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
Amendment of Section 3(b). Section 3(b) of the Agreement is hereby replaced with the following: “Cytokinetics hereby expressly acknowledges and agrees to the following: (i) the Licensed Premises shall not be used by Cytokinetics for any purpose other than to conduct the studies and tasks described in the Research Plan or as allowed by the Sublease, whichever is stricter, and that Cytokinetics shall use the Licensed Premises in full compliance with the restrictions of the stricter of this Agreement or the Sublease; (ii) Cytokinetics Personnel shall not enter any portion of the Master Premises other than the Licensed Premises; (iii) Portola shall have priority access to, and use of, the Lab Space, and Cytokinetics shall have access to the Lab Space on an “as available” basis, provided that Portola shall use reasonable efforts to accommodate Cytokinetics’ need for such Lab Space; (iv) Cytokinetics has no right, title or interest in or to any of the Licensed Premises other than as expressly set forth herein and that the license hereby granted does not grant an estate in the Licensed Premises; (v) Cytokinetics shall not allow more than [***] ([***]) Cytokinetics Personnel in the Licensed Premises at any single time; and (vi) Cytokinetics shall allow only Cytokinetics Personnel into the Licensed Premises and shall not allow any invitees into the Licensed Premises without prior notice to Portola.”
Amendment of Section 3(b). The first paragraph of Section 3B of the Existing Agreement is amended and restated in its entirety as of the Seventh Amendment Effective Date to read as follows:
Amendment of Section 3(b). The Parties agree that Section 3(b) of the Agreement shall be amended to read, in its entirety:
