Amendments to the Rights Agreement. The Rights Agreement is hereby amended as follows:
(a) The following is hereby inserted as a new Section 1A of the Rights Agreement, to appear between Section 1 and Section 2 of the Rights Agreement:
Amendments to the Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) Section 1.1 of the Rights Agreement is hereby amended by deleting the first sentence there of and inserting in lieu thereof the following: "Acquiring Person" shall mean any Person who is Beneficial Owner of 20% or more of the outstanding shares of Voting Stock (as hereinafter defined); provided, however, that the term "Acquiring Person" shall not include any Person (i) who is the Beneficial Owner of 20% or more of the outstanding Shares of Common Stock on the date of this Agreement or who shall become the Beneficial Owner (as hereinafter defined) of 20% or more of the outstanding shares of Voting Stock solely as a result of an acquisition by the Company of shares of Voting Stock, until such time hereafter or thereafter as any of such Persons shall become the Beneficial Owner (other than by means of a stock dividend or stock split) of any additional shares of Voting Stock, (ii) who is the Beneficial Owner of 20% or more of the outstanding shares of Voting Stock but who acquired Beneficial Ownership (as hereinafter defined) of shares of Voting Stock without plan or intention to seek or affect control of the Company, if such Person (as hereinafter defined), upon notice by the Company, promptly enters into an irrevocable commitment promptly to divest, and thereafter promptly divests (without exercising or retaining any power, including voting, with respect to such shares), sufficient shares of Voting Stock (or securities convertible into, exchangeable into or exercisable for Voting Stock) so that such Person ceases to be the Beneficial Owner of 20% or more of the outstanding shares of Voting Stock; and (iii) who Beneficially Owns shares of Voting Stock consisting solely of one or more of (A) shares of Voting Stock Beneficially Owned pursuant to the grant or exercise of an option granted to such Person by the Company in connection with an agreement to merge with, or acquire, the Company at a time at which there is no Acquiring Person, (B) shares of Voting Stock (or securities convertible into, exchangeable into or exercisable for Voting Stock), Beneficially Owned by such Person or its Affiliates (as hereinafter defined) or Associates (as hereinafter defined) at the time of grant of such option or (C) shares of Voting Stock (or securities convertible into, exchangeable into or exercisable for Voting Stock) acquired by Affiliates or Associates of such Person after the time of such grant, w...
Amendments to the Rights Agreement. (a) Section 1 of the Rights Agreement is hereby amended to include the following definition:
Amendments to the Rights Agreement. 2.1. Amendment to Section 1. Section 1 of the Rights Agreement is hereby amended by amending and restating in its entirety the definition of "Acquiring Person" to read as follows:
Amendments to the Rights Agreement. 1.1 Section 1(a) of the Rights Agreement is amended and restated in its entirety to read as follows:
Amendments to the Rights Agreement. (a) Section 7(a) of the Rights Agreement is hereby deleted in its entirety and replaced with the following:
(a) The Rights shall not be exercisable until, and shall become exercisable on, the Distribution Date (unless otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 11(a)(ii) and Section 23(a) hereof). Except as otherwise provided herein, the Rights may be exercised, in whole or in part, at any time commencing with the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and certificate on the reverse side thereof duly executed (with signatures duly guaranteed), to the Rights Agent at the principal office of the Rights Agent in New York, New York together with payment of the Exercise Price for each Right exercised, subject to adjustment as hereinafter provided, at or prior to the Close of Business on the earlier of (i) March 31, 2021 (or if the Distribution Date shall have occurred before March 31, 2021, at the Close of Business on the 90th day following the Distribution Date) or (ii) the date on which the Rights are redeemed as provided in Section 23 hereof (such earlier date being herein referred to as the “Expiration Date”).”
(b) All references to the date of “August 29, 2021” in Exhibit A (Summary of Rights to Purchase Class A Preferred Stock, Series One) and Exhibit B (Form of Rights Certificate) to the Rights Agreement shall hereby be changed to “March 31, 2021”.
Amendments to the Rights Agreement. The Board of Directors may amend the terms of the Rights Agreement without the consent of the holders of the Rights. However, after a person or group becomes an Acquiring Person, the Board may not amend the Rights Agreement in a way that adversely affects the holders of the Rights.
Amendments to the Rights Agreement. SECTION 1.01. The definitions of "Acquiring Person" and "Beneficial Owner" in Section 1 of the Rights Agreement are hereby amended, effective as of the date of this Amendment, by deleting the text of such definitions in their entirety and by replacing them with the following:
Amendments to the Rights Agreement. (a) Section 1(a) of the Rights Agreement is hereby deleted in its entirety and replaced with the following:
Amendments to the Rights Agreement. A. The first sentence of Section 2 of the Rights Agreement is hereby amended to delete the following words: "and the holders of the Rights (who, in accordance with Section 3, shall prior to the Distribution Date also be the holders of the Common Stock)".
B. Section 3(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, (i) neither Purchaser, Merger Sub, nor any of their respective Affiliates or Associates shall become an Acquiring Person, either individually or collectively, (ii) no Distribution Date, Stock Acquisition Date or Triggering Event shall occur, (iii) no Rights shall separate from the shares of Common Stock or otherwise become exercisable, (iv) no holder of Rights or any other Person shall have any legal or equitable rights, remedy or claim under this Agreement, and (v) no adjustment shall be made pursuant to Section 11 or 13, in each case solely by virtue of (A) the announcement of the Offer (as defined in the Merger Agreement (as defined below)), (B) the acquisition of Common Stock of the Company pursuant to the Offer, the Merger (as defined in the Merger Agreement) or the Agreement and Plan of Merger, dated as of July 29, 2001, among Purchaser, the Company and Merger Sub (the "Merger Agreement"), (C) the execution and delivery of the Merger Agreement or (D) the consummation of the Offer, the Merger or any of the other transactions set forth in the Merger Agreement."
C. Section 20(c) of the Rights Agreement is hereby amended by adding the following words to the end of such section: "Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage."
