Definition of Acquiring Person. The definition of "Acquiring Person" set ------------------------------ forth in Section 1.1 of the Rights Agreement shall be revised in its entirety to read as follows:
Definition of Acquiring Person. Section 1(a) of the Original Rights Agreement is hereby amended by deleting all references therein to “15%” and replacing them with “20%.”
Definition of Acquiring Person. The definition of Acquiring Person appearing in Section 1(a) of the Rights Agreement is hereby amended by (A) deleting the word "or" appearing immediately before clause (vii) thereof; (B) deleting the period appearing at the end of clause (vii) thereof and inserting a semicolon and the word "or" in lieu thereof and (C) inserting the following new clause (viii) immediately after the end of clause (vii) thereof:
Definition of Acquiring Person. Section 1(a) of the Rights Agreement is hereby amended to read in its entirety as follows:
Definition of Acquiring Person. The definition of “Acquiring Person” as set forth in Section 1(a) of the Agreement is hereby further amended by adding the following to the end thereof: “Notwithstanding anything herein to the contrary, none of the purchasers who acquire securities of the Company pursuant to that certain Securities Purchase Agreement by and between the Company and the purchasers identified on the signature pages thereto, dated as of September 18, 2013 (the “Sept. 2013 Preferred Stock Purchase Agreement”) shall be deemed to be an Acquiring Person solely by virtue of the transactions contemplated by the Sept. 2013 Preferred Stock Purchase Agreement.”
Definition of Acquiring Person. Section 1(a) of the Prior Agreement is hereby amended to add the following text at the end thereof:
Definition of Acquiring Person. An “Acquiring Person” is a person or group that, together with affiliates and associates of such person or group, acquires beneficial ownership of 4.9% or more of the shares of Common Stock then outstanding, other than: (A) the Company, its subsidiaries and their respective employee benefit plans or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan; (B) any stockholder that, as of the time of the first public announcement of approval of the Rights Agreement, beneficially owns 4.9% or more of the shares of Common Stock then outstanding, unless such person thereafter acquires an additional 1% of the outstanding shares of Common Stock, subject to certain exceptions (including pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock); (C) a person who becomes an Acquiring Person solely as a result of the Company repurchasing shares of Common Stock or a stock dividend, stock split, reverse stock split or similar transaction effected by the Company (unless and until such person acquires additional shares, other than in certain specified exempt transactions); (D) certain stockholders who inadvertently or without knowledge of the terms of the Rights, becomes Acquiring Persons and who thereafter reduce the percentage of shares owned below 4.9%; (E) investment advisors to mutual funds, to the extent that such advisor does not hold and no single fund advised by such advisor holds 4.9% or more of the Company’s outstanding Common Stock, and (F) any person whose beneficial ownership of Common Stock is determined by the Board not to be inconsistent with the purpose of the Rights Agreement.
Definition of Acquiring Person. The definition of “Acquiring Person” as set forth in Section 1(a) of the Agreement is hereby further amended by adding the following to the end thereof: “Notwithstanding anything herein to the contrary, Lincoln Park Capital Fund, LLC (“LPC”) shall not be deemed to be an Acquiring Person solely by virtue of the transactions contemplated by the Purchase Agreement by and between the Company and LPC, dated as of November 28, 2011, as amended from time to time (the “LPC Purchase Agreement”), including but not limited to, the acquisition of Common Stock by LPC pursuant to the LPC Purchase Agreement.”
Definition of Acquiring Person. The first sentence of Section 1(a) of the Rights Agreement is hereby amended to read in its entirety as follows:
Definition of Acquiring Person. The definition of “Acquiring Person” as set forth in Section 1(a) of the Agreement is hereby amended by adding the following to the end thereof: “Notwithstanding anything herein to the contrary, none of Symphony ViDA Holdings LLC, Symphony Capital LLC, Symphony Capital Partners, L.P., Symphony Strategic Partners, LLC or their Affiliates shall be deemed to be an Acquiring Person solely by virtue of the transactions described in and contemplated by (i) the Stock and Warrant Purchase Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of October 1, 2008 (the “Symphony Purchase Agreement”), (ii) the Novated and Restated Technology License Agreement by and between the Company, Symphony ViDA, Inc. and Symphony ViDA Holdings, LLC, dated as of October 1, 2008 (“Technology License Agreement”), and (iii) the Purchase Option Agreement by and between the Company and Symphony, dated as of October 1, 2008 (the “Purchase Option Agreement”, and together with the Symphony Purchase Agreement and the Technology License Agreement, the “Symphony Operative Documents”), including but not limited to, where applicable, the acquisition of Common Shares by such persons or entities pursuant to any of the Symphony Operative Documents.
