AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT Sample Clauses

AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT. (a) The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, no Investor, Permitted Assignee, or Substitute Investor (as such terms are defined in the Subscription Agreement dated July 27, 2001 by and among the Company and the persons listed in Schedule A thereto (the "Subscription Agreement"), the Subscription Agreement dated February 5, 2002 by and among the Company and the persons listed in Schedule A thereto (the "Second Subscription Agreement") or the Series 1 Preferred Subscription Agreement, dated March 27, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Third Subscription Agreement")), nor any of their Affiliates or Associates, shall become an Acquiring Person, either individually or collectively, by virtue of (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of shares of the Company's Series 1 Preferred Shares (the "Series 1 Preferred Shares") pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, or (G) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement." (b) The definition of "Distribution Date" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, neither (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisi...
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AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT. (a) The definition of "Acquiring Person" in Section 1(a) of the Rights Agreement is hereby amended to add the following paragraph at the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither Psychiatric Solutions, Inc. ("Purchaser") nor PSI Acquisition Sub, Inc. (the "Merger Subsidiary"), nor any of their Affiliates or Associates, shall become an Acquiring Person, either individually or collectively, by virtue of (A) the announcement of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") among the Company, the Purchaser and the Merger Subsidiary, (B) the acquisition of Common Shares of the Company pursuant to the Merger Agreement, (C) the execution and delivery of the Merger Agreement or (D) the consummation of the transactions contemplated by the Merger Agreement." (b) The definition of "Distribution Date" in Section 1(g) of the Rights Agreement is hereby amended to add the following paragraph at the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither (A) the announcement of the transactions contemplated by the Merger Agreement, (B) the acquisition of Common Shares of the Company pursuant to the Merger Agreement, (C) the execution and delivery of the Merger Agreement, nor (D) the consummation of the transactions contemplated by the Merger Agreement, shall be deemed to cause a Distribution Date"
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AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT. (a) Section 1(a) of the Rights Agreement hereby is amended by deleting the definition "Acquiring Person" in its entirety and substituting therefor the following:
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AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT 
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Related to AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT

  • Amendments to Rights Agreement The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, 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 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 or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

  • Amendments to Section 1.1 Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions, in proper alphabetical order, as follows:

  • Amendments to Section 7 11. Section 7.11 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendments to Section 2 01. Section 2.01 of the Credit Agreement is hereby amended as follows: (a) Section 2.01(a) is hereby amended and restated in its entirety to read as follows:

  • Amendments to Section 6 06. Section 6.06 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendments to Section 1 1. Section 1.1 of the Existing Credit Agreement is hereby amended by inserting the following definitions in such Section in the appropriate alphabetical sequence:

  • Amendments to Section 5 1 of the Original Indenture. Solely for the purpose of determining Events of Default with respect to the 2023 Notes, paragraphs Section 5.1(e), Section 5.1(f) and Section 5.1(h) of the Original Indenture shall be amended such that each and every reference therein to the Issuer shall be deemed to mean either the Issuer or Consumers.

  • Amendment to Rights Agreement Section 1(w) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Amendments to Section 1.01. (i) The following definitions are hereby added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:

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