Common use of Preferred Stock Purchase Plan Amendment Clause in Contracts

Preferred Stock Purchase Plan Amendment. Unless waived by each party, PSINet shall have entered into an amendment to its preferred stock purchase rights plan on or before August 1, 1997, satisfactory to IXC and PSINet, providing, among other things, for purposes: (i) of the definitions of "Acquiring Person", "Beneficial Owner" and "Beneficial Ownership"; and (ii) of the definitions of "Associate" and Affiliate" of an Acquiring Person: (i) no Person shall be deemed to be an "Affiliate" or "Associate" (as such terms are used in the preferred stock purchase rights plan) of IXC, IXC Communications, Inc. or any controlled Affiliate of IXC or IXC Communications, Inc. (collectively, the "IXC Parties") except for other IXC Parties and no IXC Party will be deemed to be an "Affiliate" or "Associate" of any Person except for other IXC Parties; and (ii) no Person (except for other IXC Parties) shall be deemed to be the Beneficial Owner (as such term is used in the preferred stock purchase rights plan) of shares of Common Stock owned by any IXC Party and no IXC Party shall be deemed to be the Beneficial Owner of shares of Common Stock owned by any Person (other than other IXC Parties); unless, in any such case, any IXC Party and such Person: (A) are members of a "group" within the meaning of Rule 13d-5 under the 1934 Act for or in furtherance of the purpose of (x) acquiring, holding, voting or disposing of securities of PSINet, (y) seeking to control the management, Board of Directors or policies of PSINet, or (z) effecting or seeking to effect any action, transaction, change or matter referred to in any one or more of clauses (a) through (j) of Item 4 of Securities and Exchange Commission Schedule 13D as in effect on May 8, 1996, or (B) otherwise are, or shall be deemed to be, acting in concert for or in furtherance of any such purpose. Furthermore, such amendment shall provide that such amended provisions of the preferred stock purchase rights plan cannot be further amended without the written consent of IXC, in a way that materially adversely affects any IXC Party (it being agreed that PSINet and its Board of Directors generally have the right to amend, modify or waive provisions of the preferred stock purchase rights plan insofar as they may relate to the approval of transactions with and other matters involving parties other than IXC regardless of whether such transaction or matter could result in a change of ownership or control of PSINet or its businesses or operations or any of its controlled Affiliates, the composition of the Board of Directors of PSINet or similar fundamental corporate change or change of relative ownership of Common Stock). As promptly as practicable upon fulfillment or waiver of the conditions set forth in this Section 16, PSINet and IXC agree to execute a certificate certifying that such conditions have been satisfied or waived and that the Closing Date has occurred.

Preferred Stock Purchase Plan Amendment. Unless waived by each party, PSINet shall have entered into an amendment to its preferred stock purchase rights plan on or before August 1, 1997, satisfactory to IXC and PSINet, providing, among other things, for purposes: (i) of the definitions of "Acquiring Person", "Beneficial Owner" and "Beneficial Ownership"; and (ii) of the definitions of "Associate" and Affiliate" of an Acquiring Person: (i) no Person shall be deemed to be an "Affiliate" or "Associate" (as such terms are used in the preferred stock purchase rights plan) of IXC, IXC Communications, Inc. or any controlled Affiliate of IXC or IXC Communications, Inc. (collectively, the "IXC Parties") except for other IXC Parties and no IXC Party will be deemed to be an "Affiliate" or "Associate" of any Person except for other IXC Parties; and (ii) no Person (except for other IXC Parties) shall be deemed to be the Beneficial Owner (as such term is used in the preferred stock purchase rights plan) of shares of Common Stock owned by any IXC Party and no IXC Party shall be deemed to be the Beneficial Owner of shares of Common Stock owned by any Person (other than other IXC Parties); unless, in any such case, any IXC Party and such Person: (A) are members of a "group" within the meaning of Rule 13d-5 under the 1934 Act for or in furtherance of the purpose of (x) acquiring, holding, voting or disposing of securities of PSINet, (y) seeking to control the management, Board of Directors or policies of PSINet, or (z) effecting or seeking to effect any action, transaction, change or matter referred to in any one or more of clauses (a) through (j) of Item 4 of Securities and Exchange Commission Schedule 13D as in effect on May 8, 1996, or (B) otherwise are, or shall be deemed to be, acting in concert for or in furtherance of any such purpose. Furthermore, such amendment shall provide that such amended provisions of the preferred stock purchase rights plan cannot be further amended without the written consent of IXC, in a way that materially adversely affects any IXC Party (it being agreed that PSINet and its Board of Directors generally have the right to amend, modify or waive provisions of the preferred stock purchase rights plan insofar as they may relate to the approval of transactions with and other matters involving parties other than IXC regardless of whether such transaction or matter could result in a change of ownership or control of PSINet or its businesses or operations or any of its controlled Affiliates, the composition of the Board of Directors of PSINet or similar fundamental corporate change or change of relative ownership of Common Stock). As promptly as practicable upon fulfillment or waiver of the conditions set forth in this Section 16, PSINet and IXC agree to execute a certificate certifying that such conditions have been satisfied or waived and that the Closing Date has occurred.of