AMENDMENT OF THE RIGHTS. Prior to the Distribution Date, the terms of the Rights and the Rights Agreement may be supplemented or amended by the Board in any manner. From and after the Distribution Date, the Rights may be supplemented or amended by the Board, without the approval of the holders of the Rights, in certain respects which do not materially adversely affect, as determined by the Board (with the concurrence of at least a majority of the Disinterested Directors), the interests of such holders (excluding the interests of any Restricted Person); provided, however, that the Rights Agreement cannot be amended to lengthen (i) any time period unless such lengthening is approved by at least a majority of the Disinterested Directors, and such lengthening is for the benefit of the holders of the Rights (excluding the interests of any Acquiring Person, Adverse Person or Affiliate or Associate thereof), or (ii) any time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable.
Appears in 7 contracts
Samples: Shareholder Rights Agreement (Hallmark Capital Corp), Shareholder Rights Agreement (St Francis Capital Corp), Shareholder Rights Agreement (Fiserv Inc)