Preferred Share Rights Agreement. The Company's Board of Directors has duly authorized and approved an amendment as provided in this Section 4.1(ac) (THE "RIGHTS AMENDMENT") to that certain Preferred Share Rights Agreement between the Company and American Stock Transfer & Trust (the "RIGHTS AGENT") dated as of August 11, 1992, as amended (the "RIGHTS AGREEMENT") to: (i) exclude Parent and Sub and their respective Affiliates and Associates (as such terms are defined under the Rights Agreement) from the definition of "Acquiring Person" in the Rights Agreement, with respect to the beneficial ownership of shares of the Company Common Stock which Parent, Sub and/or any of their respective Affiliates and Associates have hereby obtained the right to acquire, or will acquire, as a result of the transactions contemplated by this Agreement or any of the Company Ancillary Agreements, including but not limited to the Offer or the Merger, or any other agreement or transaction involving Parent, Sub and/or any of their respective Affiliates and Associates that has been approved by the Board of Directors of the Company prior to such acquisition, (ii) provide that no Distribution Date (as such term is defined under the Rights Agreement) shall result from the Offer, including without limitation, in connection with any announcement of the Offer, the commencement of the Offer, the acquisition by Parent of any amount of Company Common Stock or Company Preferred Stock pursuant to the Offer, or the consummation of the Merger, and (iii) provide for the expiration of the Rights Agreement upon the Effective Time. The Rights Amendment has been duly executed and delivered by the Company and the Rights Agent, and is in full force and effect. The Company's Board of Directors has determined that the terms of the Offer and of the Merger as well as the transactions contemplated hereby and thereby meets the criteria specified in the Rights Agreement for a Permitted Offer (as such term is defined under the Rights Agreement).
Preferred Share Rights Agreement. The Company hereby covenants and -------------------------------- agrees to effect the amendment of the Rights Agreement, described in Section 4.1(v) hereof, by executing a formal amendment thereto with the Rights Agent and filing an amendment to the Company's Registration Statement on Form 8-A, and having such amendment declared effective by the SEC with respect to such Rights Agreement as soon as possible, and in no event later than five days, after the date of this Agreement; and further covenants and agrees that it shall take any and all action necessary to prevent Parent, Sub and their respective Affiliates and Associates from being considered an "Acquiring Person" under the Rights Agreement, and to prevent the occurrence of a "Distribution Date," as defined therein, as a result of Sub's acquisition of Company Common Stock upon consummation of the Offer or Parent's or Sub's acquisition of Company Common Stock, or rights to acquire same, in connection with the Merger or otherwise pursuant to this Agreement or any of the transactions or documents contemplated hereby, including without limitation pursuant to the Offer, the Merger or the Stock Option Agreement, or any other agreement involving Parent, Sub or any Affiliate or Associate thereof approved by the Board of Directors of the Company.
