Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:
Amendments to Rights Agreement. The parties hereto agree that the Rights Agreement shall be amended as provided below, effective as of the date of this Amendment except as may otherwise be provided below:
Amendments to Rights Agreement. Sections 3(a) and 3(c) of the Rights Agreement are hereby amended to read in their entirety as follows, respectively:
Amendments to Rights Agreement. 2.1 Section 7(a) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:
Amendments to Rights Agreement. The definition of "Exempt Person" contained in Section 1 (p) of the Rights Agreement is hereby amended to read in its entirety as follows:
Amendments to Rights Agreement. Subject to the complete satisfaction of all of the conditions set forth in Section 9 of this Agreement, the Rights Agreement is amended as follows:
Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) to the contrary, none of UNCN Holdings, Inc., a Delaware corporation (“Parent”), UNCN Acquisition Corp., a Delaware corporation (“Merger Sub”), any employees or stockholders of the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub in exchange for shares of Parent capital stock immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution Agreements”), or any of their respective Affiliates or Associates (including without limitation Welsh, Carson, Axxxxxxx & Sxxxx X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partners), either individually, collectively or in any combination, shall be deemed to be an “Acquiring Person” solely by virtue or as a result of (i) the approval, execution, delivery, adoption or performance of the Agreement and Plan of Merger, dated as of January 7, 2007, among Parent, Merger Sub and the Company (as it may be amended or supplemented from time to time, the “Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger Agreement) or any other transactions contemplated thereby or (iii) the execution, delivery or performance of the Contribution Agreements (such actions described in this sentence, collectively, the “Permitted Events”, and individually, a “Permitted Event”).”
Amendments to Rights Agreement. (a) Section 1.4(a) of the Rights Agreement be deleted and replaced with the following:
Amendments to Rights Agreement. 1.3 (a) Any and all references to the Common Shares in the Rights Agreement shall be deemed to refer to the Additional Preferred Shares.
Amendments to Rights Agreement. (a) Effective as of the Closing (as defined in the Contribution Agreement), each Castify Shareholder shall be an Investor as defined in the Rights Agreement solely for the purposes of Sections 1 and 4 of the Rights Agreement (in all cases only to the extent related to a registration pursuant to Sections 1.6 and 1.7 of the Rights Agreement), as the same may be amended and/or restated from time to time.
