Amendment to the Rights Agreement. The Rights Agreement is hereby amended as follows:
Amendment to the Rights Agreement. A. Section 1(a) of the Rights Agreement is hereby amended to read in its entirety as follows:
Amendment to the Rights Agreement. The Company's Board of Directors has taken all necessary action (including any amendment thereof) under the Rights Agreement so that (x) none of the execution or delivery of this Agreement, or the Stockholders Agreement, consummation of the Offer, or any of the other transactions contemplated hereby or thereby will cause (i) the Rights to become exercisable under the Rights Agreement, (ii) Parent, GP or Acquisition to be deemed an "Acquiring Person" (as defined in the Rights Agreement), or (iii) the "Distribution Date" (as defined in the Rights Agreement) to occur upon any such event and (y) the "Expiration Date" (as defined in the Rights Agreement) of the Rights shall occur immediately prior to the Effective Time.
Amendment to the Rights Agreement. The Company has taken all necessary action to amend the Rights Agreement in accordance with its terms to render it inapplicable to the transactions contemplated by this Agreement. The Company has delivered to Parent a true and correct copy of the executed amendment to the Rights Agreement, a form of which is attached hereto as EXHIBIT C.
Amendment to the Rights Agreement. (a) Section 1(a) of the Rights Agreement is hereby amended by inserting the following new paragraph immediately after the existing paragraph in such Section 1(a): “Notwithstanding the foregoing, Adage Capital Management, L.P. (“Adage”), shall not be deemed to be an Acquiring Person for purposes of this Agreement unless and until Adage, together with all Affiliates and Associates thereof, is the Beneficial Owner of 25% or more of the Common Shares then outstanding; provided, however, that Adage shall also not become an Acquiring Person as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by Adage to 25% or more of the Common Shares then outstanding; and provided further, that if Adage shall become the Beneficial Owner of 25% or more of the Common Shares then outstanding by reason of share purchases by the Company and shall, following written notice from, or public disclosure by the Company of such share purchases by the Company, become the Beneficial Owner of any additional Common Shares without the prior consent of the Company and shall then beneficially own more than 25% of the Common Shares then outstanding, then Adage shall be deemed to be an Acquiring Person. The provisions of this paragraph shall terminate and be of no further force and effect upon the earlier of (a) the termination of the Stockholder Agreement dated May 9, 2012 by and among Adage and the Company and (b) Adage reducing its Beneficial Ownership below 20% of the Common Shares then outstanding after it increases its Beneficial Ownership to 20% or more of the Common Shares then outstanding.”
Amendment to the Rights Agreement. The Company Board has taken all necessary action (including any amendment thereof) under the Rights Agreement so that (a) neither the execution or delivery of this Agreement or the Related Agreements nor any other transaction contemplated hereby or thereby, including the making of the Offer or the purchase of the Shares pursuant thereto, will cause (i) the Rights to become exercisable under the Rights Agreement, (ii) the Parent or the Purchaser to be deemed an "Acquiring Person" (as defined in the Rights Agreement) or (iii) the "Stock Acquisition Date" (as defined in the Rights Agreement) to occur upon any such event and (b) the Parent, the Purchaser and their Affiliates will be excluded from the definition of Acquiring Person under the Rights Agreement for purposes of the Transactions. The Company has provided the Parent with an executed copy of the Rights Agreement, and any amendments thereto, substantially in form and substance satisfactory to the Parent.
Amendment to the Rights Agreement. The Fifth Amendment to the Rights Agreement shall have been executed and delivered by the parties thereto and shall be in full force and effect, in substantially the form attached hereto as Exhibit F (the "Fifth Amendment").
Amendment to the Rights Agreement. Except as expressly contemplated by Section 3.2(1) of this Agreement, Agouron agrees that it will not amend, modify or waive any provision of the Rights Agreement and shall not take any action to redeem the Rights or render the Rights inapplicable to any transaction, other than to permit another transaction that the Board of Directors of Agouron has determined to accept pursuant to Section 5.5.
Amendment to the Rights Agreement. 2.01. The definition of "Acquiring Person" in Section I of the Rights Agreement is amended by adding the following language at the end of the first proviso of the second sentence of the definition of "Acquiring Person:" ", except that if such Person becomes the Beneficial Owner of any additional Common Shares solely as a result of its market-making activities in the Company's securities undertaken solely in its capacity as a market-maker in accordance with the rules of the National Association of Securities Dealers, Inc., then such Person shall not be deemed to be an Acquiring Person until it becomes the Beneficial Owner of 25% or more of the Common Shares of the Company (and thereafter remains a Beneficial Owner of 25% or more of the Common Shares of the Company);"
Amendment to the Rights Agreement. The Company hereby agrees that --------------------------------- it will use its best efforts to amend the Rights Agreement by September 30, 1998 so that the indemnification or contribution obligations of all Holders (including Intel) pursuant to Section 1.12 of the Rights Agreement are limited to the net proceeds received by any such Holder in the registered offering in which the indemnification or contribution obligation arose.
