Amendment to the Company Rights Agreement. The Company has amended or taken other action under the Company Rights Agreement so that none of the execution and delivery of this Agreement, the conversion of shares of Company Common Stock into the right to receive shares of Parent Ordinary Shares in accordance with Article 4 of this Agreement, the consummation of the Merger or any other transaction contemplated hereby, will cause (i) the Company Rights to become exercisable under the Company Rights Agreement, (ii) Parent or any of its stockholders or Subsidiaries to be deemed an "Acquiring Person" (as defined in the Company Rights Agreement), (iii) any such event to be a "Section 11(a)(ii) Event" or a "Section 13 Event" (as defined in the Company Rights Agreement) or (iv) a "Stock Acquisition Date" or a "Distribution Date" (each as defined in the Company Rights Agreement) to occur upon any such event, and so that the Company Rights will expire immediately prior to the Effective Time. The Company has delivered to Parent a true and complete copy of the Company Rights Agreement, as amended to date.
Amendment to the Company Rights Agreement. The Company has amended or taken action under the Company Rights Agreement so that (i) none of the execution and delivery of this Agreement or any Related Document, the consummation of the Merger or any other transaction contemplated hereby or by a Related Document, will cause the rights under the Company Rights Plans to become exercisable under the Company Rights Agreement, and (ii) the rights granted to any Person thereunder will expire immediately prior to the Effective Time. The Company has delivered to Parent a true, accurate and complete copy of the Company Rights Agreement, as amended to date.
Amendment to the Company Rights Agreement. The Company Board ----------------------------------------- has taken all necessary action (including, any amendment thereof) under the Amended and Restated Rights Agreement, dated as of August 9, 1999, between the Company and Xxxxxx Trust and Savings Bank, as Rights Agent (the "Company Rights Agreement"), so that (a) none of the execution or delivery of this Agreement, the Voting Agreements or the Option Agreement, the exchange of the shares of Parent Common Stock for the Shares in accordance with Article II, or any other transaction contemplated hereby or thereby will cause (i) the rights (the "Rights") issued pursuant to the Company Rights Agreement to become exercisable under the Company Rights Agreement, (ii) Parent or Merger Sub to be deemed an "Acquiring Person" (as defined in the Company Rights Agreement), or (iii) the "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Company Rights Agreement) to occur upon any such event; and (b) the "Expiration Date" (as defined in the Company Rights Agreement) of the Rights shall occur immediately prior to the Effective Time. Copies of such amendments to the Company Rights Agreement have been previously made available to Parent.
Amendment to the Company Rights Agreement. The Company Board has taken all necessary action (including any amendment thereof) under the Company Rights Agreement so that (a) none of the execution or delivery of this Agreement or any other transaction contemplated hereby will cause (i) the Rights to become exercisable under the Company Rights Agreement, (ii) Parent or Merger Sub to be deemed an "Acquiring Person" (as defined in the Company Rights Agreement), or (iii) the "Stock Acquisition Date" (as defined in the Company Rights Agreement) to occur upon any such event; and (b) Parent, Purchaser and their affiliates will be excluded from the definition of Acquiring Person under the Company Rights Agreement.
Amendment to the Company Rights Agreement. The Company Board has taken all necessary action (including any amendment thereof) under the Company Rights Agreement so that (a) none of the execution or delivery of this Agreement and the Option Agreement, the exercise of the option contained in the Option Agreement, the exchange of the shares of Parent Common Stock for the Shares in accordance with Article II or any other transaction contemplated hereby or thereby will cause (i) the rights (the "Rights") issued pursuant to the Company Rights Agreement to become exercisable under the Company Rights Agreement, (ii) a Separation Date or Share Acquisition Date (each as defined on the Company Rights Agreement) to occur, (iii) Parent or the Merger Sub to be deemed an Acquiring Person (as defined in the Company Rights Agreement) or (iv) a Triggering Event (as defined in the Company Rights Agreement) to occur upon any such event; and (b) the execution and delivery of this Agreement and the Option Agreement, the exercise of the option contained in the Option Agreement and the other transactions contemplated hereby or thereby will be exempt from the Company Rights Agreement. The Company has furnished Parent with true and correct copies of all such actions of the Company Board.
Amendment to the Company Rights Agreement. The Company has amended or taken other action under the Company Rights Agreement so that none of the execution and delivery of this Agreement or the Stock Option Agreements, the conversion of shares of Company Common Stock into the right to receive Parent Common Stock in accordance with Article 4 of this Agreement, the issuance of shares of Company Common Stock upon exercise of the option granted to Parent pursuant to the applicable Stock Option Agreement, and the consummation of the Merger or any other transaction contemplated hereby or by the Stock Option Agreement, will cause (i) the Company Rights to become exercisable under the Company Rights Agreement, (ii) Parent or any of its Subsidiaries to be deemed an "Acquiring Person" (as defined in the Company Rights Agreement), (iii) any such event to be an event described in Section 11(a)(ii) or 13 of the Company Rights Agreement or (iv) the "Shares Acquisition Date" or the "Distribution Date" (each as defined in the Company Rights Agreement) to occur upon any such event, and so that the Company Rights will expire immediately prior to the Effective Time. The Company has delivered to Parent a true and complete copy of the Company Rights Agreement, as amended to date.
Amendment to the Company Rights Agreement. The Board of Directors of Company has taken all necessary action (including any amendment thereof) under the Company Rights Agreement, dated as of February 15, 1992, as amended and restated as of September 14, 1995, between Company and Bank One, Arizona, NA (succeeded by Harris Trust & Savings Bank, NA), as Rights Agent, as amended (the "Xxxxxny Rights Agreement") so that none of the execution or delivery of this Agreement or the other Transaction Documents or consummation of each Covered Transaction will cause (i) the rights (the "Rights") issued pursuant to the Company Rights Agreement to become exercisable under the Company Rights Agreement, (ii) Purchaser to be deemed an "Acquiring Person" (as defined in the Company Rights Agreement), or (iii) the "Distribution Date" (as defined in the Company Rights Agreement) to occur upon any such event.
Amendment to the Company Rights Agreement. The Company Board has irrevocably taken all necessary action with respect to the Company Rights Agreement (including any amendment thereof) so that (a) none of the execution or delivery of this Agreement or the Voting Agreement, the exchange of the Merger Consideration for the Shares in accordance with Article II, or any other transaction contemplated hereby or thereby will cause (i) the rights (the "Rights") issued pursuant to the Company Rights Agreement to become exercisable under the Company Rights Agreement, (ii) Parent or Merger Sub to be deemed an "Acquiring Person" (as defined in the Company Rights Agreement), or (iii) the "Distribution Date", or a "Section 11(a)(ii) Trigger Date" (in each case, as defined in the Company Rights Agreement) or an event triggering the right of holders of Rights to receive common shares of the Acquiring Person as described in Section 13 of the Company Rights Agreement to occur upon any such event; and (b) the "Final Expiration Date" (as defined in the Company Rights Agreement) of the Rights shall occur immediately prior to the Effective Time. The Company has furnished Parent with true copies of all such actions of the Company Board.
Amendment to the Company Rights Agreement. The Board of ----------------------------------------- Directors of the Company has resolved to amend the Company Rights Agreement so that none of the execution and delivery of this Agreement, the conversion of shares of Company Common Stock and Baxxxxxxx Xommon Stock into the right to receive Parent Common Stock in accordance with Article 4 of this Agreement, and the consummation of the Company Merger and the Baxxxxxxx Xerger or any other transaction contemplated hereby will cause (i) the Company Rights to become exerciseable under the Company Rights Agreement, (ii) Baxxxxxxx, Parent or any of its Subsidiaries to be deemed an "Acquiring Person" (as defined in the Company Rights Agreement), (iii) any such event to be deemed a "flip-over transaction or event" or (iv) the "Stock Acquisition Date" or the "Distribution Date" (each as defined in the Company Rights Agreement) to occur upon any such event, and so that the "Expiration Date" (as defined in the Company Rights Agreement) of the Company Rights will occur immediately prior to the Baxxxxxxx Xffective Time. The Company has delivered to Parent a true and complete copy of the Company Rights Agreement, as amended to date.
Amendment to the Company Rights Agreement. The Company, in accordance with the terms and provisions of the Company Rights Agreement and as promptly as practicable on or after the date hereof, shall amend the Company Rights Agreement so as to exclude the Merger and the transaction contemplated by this Agreement from the Company Rights Agreement.
