Rights Agreement Amendment. The Rights Agreement Amendment shall have been executed and delivered by the Company and the other parties to the Existing Rights Agreement sufficient to amend the Existing Rights Agreement pursuant to Section 5.5 thereof.
Rights Agreement Amendment. The Rights Agreement Amendment shall have been executed by the Company and by the holders of the requisite majority of Registrable Securities (as such term is defined in the Rights Agreement); provided, however, the parties acknowledge that subsequent to the date hereof the Rights Agreement may be further amended in accordance with its terms; provided, further, however, Purchaser shall be required to consent to such amendment or be provided substantially equivalent rights in such amendment or another written agreement with the Company.
Rights Agreement Amendment. The Rights Agreement Amendment shall have been executed by the Purchaser.
Rights Agreement Amendment. Subject to the terms and conditions of this Agreement, the Company shall promptly enter into an amendment to the Rights Agreement (the "RIGHTS AGREEMENT AMENDMENT") pursuant to which the Rights Agreement and the Rights Agreement Rights will not be applicable to the Merger, and consummation of the Merger shall not result in a "Distribution Date" under the Rights Agreement or in Buyer or Acquisition Sub or their affiliates being an "Acquiring Person" or in the Rights Agreement Rights becoming exercisable.
Rights Agreement Amendment. Subject to the terms and conditions of this Agreement, the Parent shall promptly enter into an amendment to the Rights Agreement (the "Rights Agreement Amendment") pursuant to which the Rights Agreement and the Rights Agreement Rights will not be applicable to the Merger shall not result in a "Distribution Date" under the Rights Agreement and consummation of the Merger shall not result in the Company or its affiliates being an "Acquiring Person" or result in the occurrence of a "Flip-In Event" or a "Flip-Over Event" thereunder.
Rights Agreement Amendment. The Company has entered into an amendment to the Rights Agreement (the "Rights Agreement Amendment") pursuant to which (i) the Rights Agreement and the Rights will not be applicable to the Merger, (ii) the execution of this Agreement and the consummation of the Merger shall not result in a "Distribution Date" under the Rights Agreement, (iii) consummation of the Merger shall not result in Newco or its affiliates being an "Acquiring Person," result in the occurrence of an event described in Section 14 of the Rights Agreement or otherwise result in the ability of any Person to exercise any material rights under the Rights Agreement or enable or require the Rights to separate from the shares of Company Common Stock to which they are attached and (iv) the Rights Agreement will expire immediately prior to the Effective Time.
Rights Agreement Amendment. As soon as practicable after the date hereof, the Company shall obtain the signature of Computershare Trust Company, Inc., as successor to American Securities Transfer & Trust, Inc., as Rights Agent, to the Rights Agreement Amendment and shall furnish the fully executed Right Agreement Amendment to Parent.
Rights Agreement Amendment. Following the date hereof and prior to Closing, the Company will take all actions to cause to be executed and delivered to Parent a fully executed copy of the amendment to the Rights Agreement contemplated in Section 3.21.
Rights Agreement Amendment. If, immediately upon consummation of the Secondary Sale, the Seller Group shall own more than twelve percent (12%) of the then issued and outstanding shares of Common Stock, the Company shall execute an amendment to the Rights Agreement between the Company and Firstar Bank, N.A., dated as of August 9, 2001, as amended (the "Rights Agreement"), substantially in the form attached hereto as Exhibit B (the "Amendment"), which shall provide that the definition of "Acquiring Person" shall be amended to mean any Person beneficially owning such percentage of issued and outstanding shares of Common Stock as is equal to the lesser of (i) 20% of the issued and outstanding shares of Common Stock or (ii) the percentage (rounded up to the nearest whole number) of the then issued and outstanding shares of Common Stock beneficially owned by the Seller Group immediately upon consummation of the Secondary Sale. The Company shall deliver the Amendment to the Rights Agent for execution, together with the certificate required by Section 27 of the Rights Agreement, and shall use commercially reasonable efforts to take all other actions necessary to effect such amendment. The Seller Group acknowledges and agrees that, to the extent that following consummation of the Secondary Sale, the Seller Group's percentage ownership of Common Stock thereafter decreases, the Company shall have the right from time to time to further amend the Rights Agreement to lower the definition of "Acquiring Person" to the percentage (rounded up to the nearest whole number) of the issued and outstanding shares of Common Stock then beneficially owned by the Seller Group.
Rights Agreement Amendment. In connection with the Mergers, on May 15, 2024, SilverBow and Equiniti Trust Company, LLC entered into the Rights Agreement Amendment, pursuant to which (i) the parties have agreed to extend the expiration date to occur upon the earlier of the close of business on the first anniversary of the date of execution of the Merger Agreement or the Initial Merger Effective Time and (ii) the Rights (as defined in the Rights Agreement) issued pursuant to the Rights Agreement have been rendered inapplicable to the Crescent Parties or Crescent Supporting Stockholders (as defined in the Rights Agreement Amendment) and to the execution and delivery of the Merger Agreement or the Voting Agreements (as defined in the Rights Agreement Amendment) or any other transaction contemplated by the Merger Agreement or the Voting Agreements. The Rights Agreement Amendment further provides that none of the execution or delivery of the Merger Agreement or the Voting Agreements or the consummation of the transactions contemplated thereby will result in the application of certain provisions of the Rights Agreement. The foregoing description of the Rights Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Rights Agreement Amendment.
