Amendment to Rights Plan. With the goal of ensuring that Investors shall not be deemed to be an Acquiring Person for so long as they have not breached any of the representations, warranties or covenants contained in this Agreement, concurrently herewith the Company's Board of Directors has amended the Rights Plan to provide that the Investors shall not be deemed an Acquiring Person thereunder for so long as this Agreement is in effect and so long as the Investors have increased their beneficial ownership of Common Stock above that shown in the Investors' amendment to Schedule 13D filed with the SEC on June 17, 2002 by no more than 5,784,675 shares in the aggregate (without giving effect to any stock split, share dividend, recapitalization, reclassification or similar transactions effected by or with the approval of the Board of Directors of the Company after the date hereof) (the "Limit"); provided, however, that the Limit shall be reduced, on a share for share basis, by any shares sold or otherwise disposed of by any Investor otherwise than to another Investor and by that number of shares that are acquired by the Company pursuant to that certain Second Option Agreement to be entered into between Xxxxxxx PRG Liquidating Investments Ltd. and the Company in the Form of Annex B hereto (the "Option Agreement"); provided, further, however, that the amendment to the Rights Plan provides that any termination of this Agreement by the Company or delivery of any notice of termination by Investors, in each case pursuant to Section 17 hereof, shall rescind the amendment and cause the Investors' full beneficial ownership of Common Stock to be considered for purposes of determining whether or not Investors are an Acquiring Person; provided, further, however, that the Investors shall not be deemed to beneficially own any shares of Company Common Stock owned by any other persons that are not Controlled Affiliates, solely by reason of any Investor and such other persons (or their permitted assigns) entering into the Stock Purchase Agreements (or any similar stock purchase agreement entered into by such other person (or its permitted assigns) on or about the date hereof) or by reason of the performance of such Investor's and any other persons' (or their permitted assigns') obligations thereunder.
Amendment to Rights Plan. Not later than February 29, 2000, the Company, and First Chicago Trust will enter into the amendment to the Rights Plan described in Paragraph 3.1(h).
Amendment to Rights Plan. Prior to the Effective Time, the Board of Directors of Company shall amend the 1987 Stockholder Rights Agreement as amended on November 4, 1992 (the "Company Rights Agreement") between Company and First Chicago Trust Company of New York, so that (i) Merger Partner will not become an "Acquiring Person" as a result of the consummation of the transactions contemplated by this Agreement, (ii) no "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Company Rights Agreement) will occur as a result of the consummation of the transactions contemplated by this Agreement, and (iii) all outstanding Company Common Stock Purchase Rights (the "Company Rights") issued and outstanding under the Company Rights Agreement will expire immediately prior to the Effective Time.
Amendment to Rights Plan. Within one business day following the execution of this Agreement, the Board of Directors of the Company (a) shall amend the Amended and Restated Rights Agreement, dated as of June 24, 1986 and amended and restated as of January 24, 1989 and as further amended and restated as of September 27, 1994 (the "Company Rights Agreement"), between the Company and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, so that (i) American General Corporation will not become an "Acquiring Person" as a result of the consummation of the transactions contemplated by this Agreement, (ii) no "Stock Acquisition Date" or "Separation Date" (as such terms are defined in the Company Rights Agreement) will occur as a result of the consummation of the transactions contemplated by this Agreement, and (iii) all outstanding "Rights" (the "Company Rights") issued and outstanding under the Company Rights Agreement will expire immediately prior to the Effective Time. Except as provided above with respect to the transactions contemplated by this Agreement, and subject to the exercise of its fiduciary duties as provided in Section 7.3, the Board of Directors of the Company shall not (a) amend the Company Rights Agreement, or (b) take any actions with respect to, or make any determination under, the Company Rights Agreement, including, but not limited to, any redemption of the Company Rights or any action that would have the effect of facilitating an Acquisition Proposal (as defined in Section 7.2), unless the Board of Directors of the Company determines in good faith, following consultation with independent legal counsel, that in order to comply with its fiduciary duties to stockholders under applicable law it is necessary to make any such amendment, take any such action or make any such determination.
Amendment to Rights Plan. CRP hereby consents, in connection with the issuance by the Company of the Series C Securities, to the amendment to the Rights Plan as required by Section 7.02(l) of the CRP Purchase Agreement.
Amendment to Rights Plan. (a) Section 1(a) of the Rights Agreement shall be deleted in its entirety and replaced by a new Section 1(a), which shall read as follows:
Amendment to Rights Plan. The Buyer shall, at least sixty (60) days prior to the date that the Buyer is required to issue Contingent Shares pursuant to Section 2.1(c)(ii), determine whether or not the issuance of the Contingent Shares pursuant to Section 2.1(c)(ii), together with the Contingent Shares actually issued pursuant to Section 2.1(c)(i) and the shares of Buyer Common Stock issued pursuant to Section 2.1(b)(ii), shall constitute 15% or greater of the total outstanding shares of Buyer Common Stock following such issuance. If, following the issuance of Contingent Shares pursuant to Section 2.1(c)(ii), the total number of shares of Buyer Common Stock issued to the Seller pursuant to this Agreement shall equal or exceed 15% of the total number of outstanding shares of Buyer Common Stock following such issuance, then the Buyer shall promptly amend the Rights Agreement by executing, and causing the Buyer's Rights Agent (as defined in the Rights Agreement) to execute, an amendment to the Rights Agreement substantially in the form attached hereto as Exhibit B.
Amendment to Rights Plan. Closing of the Private SECTION 2.1 Acquisition............................................... 4 ARTICLE III [NOT USED]................................................ 4 ARTICLE IV
Amendment to Rights Plan. 44 6.6 Takeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 6.7 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 6.8
Amendment to Rights Plan. 18 ARTICLE 4
