Amendment to Definition of Associate. Section 1(d) of the Current Rights Agreement is amended by adding the following to the end of Section 1(d): “To the extent not included within the foregoing clause of this Section 1(d), “Associate” shall also include, with respect to any Person, any other Person (other than an Exempt Person) whose Common Stock would be deemed constructively owned by such first Person for purposes of Section 382 and the Treasury Regulations promulgated thereunder.”
Amendment to Definition of Associate. Section 1 of the Rights Agreement is hereby amended by inserting the following proviso at the end of clause (1) in the definition of “Associate”: “, provided, however, that a corporation, firm, partnership, association, unincorporated organization or other entity shall not be an “Associate” of a Person if and for so long as (A) such Person has reported Beneficial Ownership of the common stock or other equity interests of such corporation, firm, partnership, association, unincorporated organization or other entity on Schedule 13G under the Exchange Act, (B) such Person satisfies the criteria set forth in both Rule 13d-1(b)(1)(i) and Rule 13d-1(b)(1)(ii) under the Exchange Act, (C) such Person has not reported and is not required to report such Beneficial Ownership on Schedule 13D under the Exchange Act and (D) such Person has not reported and is not required to report Beneficial Ownership of Common Stock on Schedule 13D under the Exchange Act”
