Amendments to the Rights Agreement. The Rights Agreement is hereby amended 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 1(p) of the Rights Agreement is hereby amended 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:
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. 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. SECTION 1.01. The definitions of "Acquiring Person" and "
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) The definition of Acquiring Person contained in Section 1(a) of the Rights Agreement shall be amended to read in its entirety as follows:
Amendments to the Rights Agreement. The Board of Directors has taken, or prior to the Primary Closing will take, all necessary action to amend the Rights Agreement to provide that the ownership by FT, DT and their respective Affiliates and Associates of all of the Voting Securities permitted to be owned by them under Sections 2.1(a)(i) and 2.3 of the Amended and Restated Standstill Agreement (but not Sections 2.1(a)(ii) or 2.2 thereof or Section 2.3 thereof to the extent based upon an applicable Percentage Limitation (as defined in the Amended and Restated Standstill Agreement) as determined by Section 2.1(a)(ii) or 2.2 thereof) will not result in FT, DT or any of their respective Affiliates or Associates (as such terms are defined in the Rights Agreement) being deemed an Acquiring Person (as such term is defined in the Rights Agreement) or result in the occurrence of a Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event or Section 13 Event (as such terms are defined in the Rights Agreement).
