Common use of Rights Agreement; Consequences if Rights Triggered Clause in Contracts

Rights Agreement; Consequences if Rights Triggered. The Company Board of Directors shall take all action requested in writing by Parent or Merger Sub in order to render the Company Rights inapplicable to the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated by this Agreement. Except as approved in writing by Parent, the Company Board shall not (i) amend the Company Rights Plan, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Plan, in each case in a manner adverse to Parent or Merger Sub. If any Distribution Date, Stock Acquisition Date, Section 11(a)(ii) Event or Section 13 Event (each as defined in the Company Rights Plan) occurs under the Company Rights Plan at any time during the period from the date of this Agreement to the Appointment Time, the Company and Parent shall make such adjustment to the Offer Price as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated by this Agreement.

Rights Agreement; Consequences if Rights Triggered. The -------------------------------------------------- Company Board of Directors shall take all action reasonably requested in writing by Parent or Merger Sub in order to render the Company Rights inapplicable to the Offer, the Merger, the Tender and Voting Agreement Merger and the other transactions contemplated by this AgreementTransactions. Except as approved in writing by Parent, the Company Board shall not (i) amend the Company Rights PlanAgreement, (ii) redeem the Company Rights or Rights, (iii) take any action with respect to, or make any determination under, the Company Rights PlanAgreement or (iv) enter into any other rights agreement or take any other action that would discriminate against, in each case in a manner adverse to or adversely effect, Parent or Merger SubSub if it acquires shares of Company Common Stock. If any Distribution Date, Stock Date or Shares Acquisition Date, Section 11(a)(ii) Event or Section 13 Event (each as defined in the Company Rights Plan) Date occurs under the Company Rights Plan Agreement at any time during the period from the date of this Agreement to the Appointment Effective Time, the Company and Parent shall make such adjustment to the Offer Price and/or Merger Consideration as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Offer, the Merger, the Tender and Voting Agreement Merger and the other transactions contemplated by this AgreementTransactions.

Rights Agreement; Consequences if Rights Triggered. The Company Board of Directors shall take all action reasonably requested in writing by Parent or Merger Sub in order to render the Company Rights inapplicable to the Offer, the Merger, the Tender and Voting Agreement Merger and the other transactions contemplated by this AgreementTransactions. Except as approved in writing by Parent, the Company Board shall not (i) amend the Company Rights PlanAgreement, (ii) redeem the Company Rights or Rights, (iii) take any action with respect to, or make any determination under, the Company Rights PlanAgreement or (iv) enter into any other rights agreement or take any other action that would discriminate against, in each case in a manner adverse to or adversely effect, Parent or Merger SubSub if it acquires shares of Company Common Stock. If any Distribution Date, Stock Date or Shares Acquisition Date, Section 11(a)(ii) Event or Section 13 Event (each as defined in the Company Rights Plan) Date occurs under the Company Rights Plan Agreement at any time during the period from the date of this Agreement to the Appointment Effective Time, the Company and Parent shall make such adjustment to the Offer Price and/or Merger Consideration as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Offer, the Merger, the Tender and Voting Agreement Merger and the other transactions contemplated by this AgreementTransactions.

Rights Agreement; Consequences if Rights Triggered. The Company Merger Agreement provides that the Board of Directors of the Company shall take all action requested in writing by Parent or Merger Sub in order to render the Company Rights inapplicable to the Offer, the Merger, the Tender and Voting Agreement Merger and the other transactions contemplated by this the Merger Agreement. Except as approved in writing by Parent, the Board of Directors of the Company Board shall may not (i) amend the Company Rights PlanAgreement (as defined in the Merger Agreement), (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Plan, Agreement in each case in a manner adverse to Parent or the Purchaser. The Merger Sub. If Agreement further provides that if any Distribution Date, Stock Acquisition Date, Section 11(a)(ii) Event Date or Section 13 Common Stock Event (each as defined in the Company Rights PlanAgreement) occurs under the Company Rights Plan Agreement at any time during the period from the date of this the Merger Agreement to the Appointment Effective Time, the Company and Parent shall make such adjustment to the Offer Price price being offered for the Shares as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this the Merger Agreement to receive as a result of the consummation of the Offer, the Merger, the Tender and Voting Agreement Merger and the other transactions contemplated by this the Merger Agreement.