Common use of Company Rights Agreement Clause in Contracts

Company Rights Agreement. The Company has amended the Company Rights Agreement to provide that: (a)(i) neither Parent nor Acquisition Sub, nor any affiliate of Parent or Acquisition Sub, shall be deemed to be an Acquiring Person (as defined in the Company Rights Agreement), (ii) no Distribution Date (as defined in the Company Rights Agreement), Triggering Event (as defined in the Company Rights Agreement) or Shares Acquisition Date (as defined in the Company Rights Agreement) shall be deemed to occur and (iii) the Rights will not separate from the Company Common Stock, in the case of each of clauses "(i)," "(ii)" or "(iii)," as a result of the execution, delivery or performance of this Agreement, the Stockholder Agreements, the Financing Documents or the purchase of or payment for shares of Company Common Stock pursuant to the Offer, or the consummation of the Merger or any of the other transactions contemplated by this Agreement or thereby or the public announcement of the execution and delivery of this Agreement, the Stockholder Agreements or the Financing Documents; (b) the moment in time immediately prior to the Effective Time shall be the "Final Expiration Date" (as defined in the Company Rights Agreement); and (c) none of the Company, Parent, Acquisition Sub or the Surviving Corporation, nor any of their respective affiliates, shall have any obligations under the Company Rights Agreement to any holder (or former holder) of Rights as of or following the Effective Time.

Company Rights Agreement. The Company Rights Plan has been amended to (i) render the Company Rights Agreement Plan inapplicable to provide that: the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements, (a)(iii) ensure that (x) neither Parent nor Acquisition Merger Sub, nor any affiliate of Parent or Acquisition Sub, their affiliates shall be deemed to be have become an Acquiring Person (as defined in the Company Rights Plan) pursuant to the Company Rights Plan solely by virtue of the execution of this Agreement), the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements of the consummation of the transactions contemplated hereby or thereby and (iiy) no a Distribution Date, a Shares Acquisition Date (as such terms are defined in the Company Rights Agreement), Triggering Event (as defined in the Company Rights AgreementPlan) or Shares Acquisition Date (as defined in the Company Rights Agreement) shall be deemed to similar event does not occur and (iii) the Rights will not separate from the Company Common Stock, in the case of each of clauses "(i)," "(ii)" or "(iii)," as a result by reason of the execution, delivery or performance execution of this Agreement, the Stockholder Company Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements, the Financing Documents or consummation of the purchase of or payment for shares of Company Common Stock pursuant to the OfferMerger, or the consummation of the Merger or any other transactions, contemplated hereby and thereby, and (iii) provide that the exercise of rights under the other transactions contemplated by this Agreement or thereby or the public announcement of the execution and delivery of this Agreement, the Stockholder Agreements or the Financing Documents; (b) the moment in time Company Rights Plan shall expire immediately prior to the Effective Time shall be the "Final Expiration Date" (as defined in the Company Rights Agreement); and (c) none of the Company, Parent, Acquisition Sub or the Surviving Corporation, nor any of their respective affiliates, shall have any obligations under the Company Rights Agreement to any holder (or former holder) of Rights as of or following the Effective Time.

Company Rights Agreement. The Company has amended taken all necessary action, including, without limitation, amending the Company Rights Agreement with respect to provide that: all of the outstanding Company Rights, (a)(ia) neither to render the Company Rights Agreement inapplicable to this Agreement, the Offer, the Merger and the other Transactions (including the execution of the Stock Option and Tender Agreements), (b) to ensure that in connection with the Merger, the Offer and the Transactions that (i) Parent nor Acquisition and Sub, nor any affiliate or either of Parent or Acquisition Subthem, shall be are not deemed to be an Acquiring Person (as defined in the Company Rights Agreement), ) pursuant to the Company Rights Agreement and (ii) no Distribution Date "Share Acquisition Date," "Section 11(a)(ii) Trigger Date" or "Section 13 Event" (as defined in the Company Rights Agreement), Triggering Event (as such terms are defined in the Company Rights Agreement) or Shares Acquisition Date (as defined in the Company Rights Agreement) shall be deemed to occur and (iii) the Rights will not separate from the Company Common Stock, in the case of each of clauses "(i)," "(ii)" or "(iii)," as a result of the execution, delivery or performance of this Agreement, the Stockholder Agreements, the Financing Documents or the purchase of or payment for shares of Company Common Stock pursuant to the Offer, or the consummation of the Merger or any of the other transactions contemplated occurs by this Agreement or thereby or the public announcement reason of the execution and delivery of this AgreementAgreement or the consummation of the Offer, the Stockholder Agreements Merger or other Transactions (including the Financing Documents; (bexecution of the Stock Option and Tender Agreements) the moment in time immediately prior to the Effective Time shall be the "Final Expiration Date" (as defined in the Company Rights Agreement); and (c) none of so that the Company, Parent, Acquisition Sub or the Surviving Corporation, nor any of their respective affiliates, shall Company will have any no obligations under the Company Rights or the Company Rights Agreement in connection with the Offer, the Merger or the Transactions and the holders of Company Common Stock and the associated Company Rights will have no rights under the Company Rights or the Company Rights Agreement in connection with the Offer, the Merger or the Transactions (including the execution of the Stock Option and Tender Agreements) (the "Rights Plan Amendment"). The Company Rights Agreement, as so amended, has not been further amended or modified. Copies of all such amendments to the Company Rights Agreement have been and will be provided to Parent and its counsel for their approval prior to the adoption of any holder (or former holder) of Rights as of or following the Effective Timesuch amendments.

Company Rights Agreement. The Company has amended Rights Agreement, dated as of December 7, 1994 (the “Company Rights Agreement Agreement”), has been or shall be amended to provide that: (a)(i) neither Parent nor Acquisition Subthat the execution, nor delivery and performance of this Agreement and the Stockholder Agreements and the consummation of the Merger and the transactions contemplated hereby will not cause any affiliate of Parent change, effect or Acquisition Sub, shall be deemed to be an Acquiring Person (as defined in result under the Company Rights Agreement), (ii) no Distribution Date (as defined in which is adverse to the Company Rights Agreement)interests of Buyer or any of it Affiliates, Triggering Event including, without limitation, causing Buyer or any of its Affiliates to become an “Acquiring Person” (as defined in the Company Rights Agreement) under the Company Rights Agreement. Without limiting the generality of the foregoing, Company represents that it has taken or Shares Acquisition Date shall take all necessary actions to (a) render the Company Rights Agreement inapplicable to the Merger, this Agreement, the Stockholder Agreements and the transactions contemplated hereby, (b) ensure that (i) neither Buyer nor Merger Sub, nor any of their Affiliates, shall be deemed to have become an Acquiring Person (as such term is defined in the Company’s Rights Agreement) pursuant to the Company Rights Agreement by virtue of the execution of this Agreement or the Stockholder Agreements, the consummation of the Merger or the consummation of the transactions contemplated thereby, and (ii) a “Distribution Date” (as such term is defined in the Company Rights Agreement) or similar event does not occur by reason of the execution of this Agreement or the Stockholder Agreements, the consummation of the Merger or the consummation of the transactions contemplated thereby, and (c) provide that the “Expiration Date” (as such term is defined in the Company Rights Agreement) shall be deemed to occur and (iii) the Rights will not separate from the Company Common Stock, in the case of each of clauses "(i)," "(ii)" or "(iii)," as a result of the execution, delivery or performance of this Agreement, the Stockholder Agreements, the Financing Documents or the purchase of or payment for shares of Company Common Stock pursuant to the Offer, or the consummation of the Merger or any of the other transactions contemplated by this Agreement or thereby or the public announcement of the execution and delivery of this Agreement, the Stockholder Agreements or the Financing Documents; (b) the moment in time no later than immediately prior to the Effective Time shall be the "Final Expiration Date" (as defined in the Company Rights Agreement); and (c) none of the Company, Parent, Acquisition Sub or the Surviving Corporation, nor any of their respective affiliates, shall have any obligations under that the Company Rights Agreement shall terminate and the preferred share purchase rights thereunder shall expire no later than immediately prior to any holder (or former holder) of Rights as of or following the Effective Time.

Company Rights Agreement. The Company Rights Agreement, dated as of November 26, 1996, as amended (the "Company Rights Agreement"), has been amended to provide that the execution, delivery and performance of this Agreement and the Voting Agreement and the consummation of the Merger will not cause any change, effect or result under the Company Rights Agreement Agreement, which is adverse to provide that: the interests of Parent or any of its affiliates, including without limitation, causing Parent or any of its affiliates to become an "Acquiring Person" (a)(ias defined therein) under the Company Rights Agreement. Without limiting the generality of the foregoing, the Company represents that it has taken all necessary actions to (a) render the Company Rights Agreement, dated as of November 26, 1996, as amended (the "Company Rights Agreement"), inapplicable to the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, (b) ensure that (i) neither Parent nor Acquisition SubMergerCo, nor any affiliate of Parent or Acquisition Sub, their affiliates shall be deemed to be have become an Acquiring Person (as such term is defined in the Company's Rights Agreement) pursuant to the Company Rights Agreement by virtue of the execution of this Agreement), the Voting Agreement, the consummation of the Merger or the consummation of the other transactions contemplated hereby and (ii) no a Distribution Date (as defined in the Company Rights Agreement), Triggering Event (as such term is defined in the Company Rights Agreement) or Shares Acquisition similar event does not occur by reason of the execution of this Agreement and the Voting Agreement, the consummation of the Merger, or the consummation of the other transactions contemplated hereby and (c) provide that the Final Expiration Date (as defined in the Company Rights Agreement) shall be deemed to occur and (iii) the Rights will not separate from the Company Common Stock, in the case of each of clauses "(i)," "(ii)" or "(iii)," as a result of the execution, delivery or performance of this Agreement, the Stockholder Agreements, the Financing Documents or the purchase of or payment for shares of Company Common Stock pursuant to the Offer, or the consummation of the Merger or any of the other transactions contemplated by this Agreement or thereby or the public announcement of the execution and delivery of this Agreement, the Stockholder Agreements or the Financing Documents; (b) the moment in time immediately prior to the Effective Time shall be the "Final Expiration Date" (as defined in the Company Rights Agreement); and (c) none of the Company, Parent, Acquisition Sub or the Surviving Corporation, nor any of their respective affiliates, shall have any obligations under the Company Rights Agreement to any holder (or former holder) of Rights as of or following the Effective Time.

Company Rights Agreement. The Company has amended Rights Agreement, dated as of December 7, 1994 (the "Company Rights Agreement Agreement"), has been or shall be amended to provide that: (a)(i) neither Parent nor Acquisition Subthat the execution, nor delivery and performance of this Agreement and the Stockholder Agreements and the consummation of the Merger and the transactions contemplated hereby will not cause any affiliate of Parent change, effect or Acquisition Sub, shall be deemed to be an Acquiring Person (as defined in result under the Company Rights Agreement), (ii) no Distribution Date (as defined in which is adverse to the Company Rights Agreement)interests of Buyer or any of it Affiliates, Triggering Event including, without limitation, causing Buyer or any of its Affiliates to become an "Acquiring Person" (as defined in the Company Rights Agreement) under the Company Rights Agreement. Without limiting the generality of the foregoing, Company represents that it has taken or Shares Acquisition Date shall take all necessary actions to (a) render the Company Rights Agreement inapplicable to the Merger, this Agreement, the Stockholder Agreements and the transactions contemplated hereby, (b) ensure that (i) neither Buyer nor Merger Sub, nor any of their Affiliates, shall be deemed to have become an Acquiring Person (as such term is defined in the Company's Rights Agreement) pursuant to the Company Rights Agreement by virtue of the execution of this Agreement or the Stockholder Agreements, the consummation of the Merger or the consummation of the transactions contemplated thereby, and (ii) a "Distribution Date" (as such term is defined in the Company Rights Agreement) or similar event does not occur by reason of the execution of this Agreement or the Stockholder Agreements, the consummation of the Merger or the consummation of the transactions contemplated thereby, and (c) provide that the "Expiration Date" (as such term is defined in the Company Rights Agreement) shall be deemed to occur and (iii) the Rights will not separate from the Company Common Stock, in the case of each of clauses "(i)," "(ii)" or "(iii)," as a result of the execution, delivery or performance of this Agreement, the Stockholder Agreements, the Financing Documents or the purchase of or payment for shares of Company Common Stock pursuant to the Offer, or the consummation of the Merger or any of the other transactions contemplated by this Agreement or thereby or the public announcement of the execution and delivery of this Agreement, the Stockholder Agreements or the Financing Documents; (b) the moment in time no later than immediately prior to the Effective Time shall be the "Final Expiration Date" (as defined in the Company Rights Agreement); and (c) none of the Company, Parent, Acquisition Sub or the Surviving Corporation, nor any of their respective affiliates, shall have any obligations under that the Company Rights Agreement shall terminate and the preferred share purchase rights thereunder shall expire no later than immediately prior to any holder (or former holder) of Rights as of or following the Effective Time.