Amendment to Definition of “Final Expiration Date. Section 7(a) of the Rights Agreement is hereby amended by replacing clause (i) thereof with the following (and Exhibit B to the Rights Agreement shall be deemed amended accordingly):
(i) (x) the Close of Business on November 12, 2011 or (y) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the earlier to occur of (x) and (y), the "Final Expiration Date"). The Company hereby agrees to promptly notify the Rights Agent after the occurrence of the Effective Time stating that the Final Expiration Date has occurred.
Amendment to Definition of “Final Expiration Date. Section 1(r) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Definition of “Final Expiration Date. Section 1(q) of the Rights Agreement is hereby amended and restated in its entirety as follows:
Amendment to Definition of “Final Expiration Date. The definition of “
Amendment to Definition of “Final Expiration Date. The parties hereby agree to amend, and restate in its entirety, the definition of "Final Expiration Date" in Section 1(o) of the Amended and Restated Rights Agreement as follows:
Amendment to Definition of “Final Expiration Date. Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:
(a) Subject to Section 7(e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to exercise on the reverse side thereof duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each share of Common Stock (or, if applicable, such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earlier of (i) the close of business on September 6, 2011 (the “Final Expiration Date”), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (such earlier time being herein referred to as the “Expiration Date”). Any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock.”
Amendment to Definition of “Final Expiration Date. Section 7(a) of the Original Rights Agreement is hereby amended to read in its entirety as follows:
(a) Subject to Sections 7(e), 11 and 13 and other provisions hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c) and Section 23(a) hereof), in whole or in part, at any time after the Distribution Date, upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-thousandth of a Preferred Share (or other securities) as to which the Rights evidenced by such Rights Certificate are exercised, at or prior to the earliest of (i) the earlier of (x) the Effective Time (as defined in the Agreement and Plan of Merger dated as of December 29, 2008, among the Company, Mednax, Inc., a Florida corporation and PMG Merger Sub, Inc., a Florida corporation, and (y) the close of business on March 31, 2009 (the earlier of (x) and (y) being referred to as the “Final Expiration Date”), the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged as provided in Section 11(r) hereof (the earliest of (i), (ii) and (iii) being sometimes herein referred to as the “Expiration Date”).”
Amendment to Definition of “Final Expiration Date. Section 1(s) of the Rights Agreement is amended to add the following proviso at the end of such section: “provided, however, that notwithstanding the foregoing, this Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time (as defined in the Merger Agreement), which notice shall specify (i) that the Effective Time (as defined in the Merger Agreement) has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated.”
Amendment to Definition of “Final Expiration Date. The definition of “Final Expiration Date” set forth in Section 1(t) of the Tax Benefits Preservation Plan is hereby amended and restated in its entirety as follows: ““Final Expiration Date” shall mean the Close of Business on October 17, 2019.”
Amendment to Definition of “Final Expiration Date. Section 7(a)(i) of the Rights Agreement is replaced in its entirety with the following:
(i) the earlier of (x) immediately prior to the Effective Time (as defined in the Merger Agreement) and (y) the close of business on September 1, 2019 (the “Final Expiration Date”).
