Common use of Rights Agreements Clause in Contracts

Rights Agreements. (a) The Board of Directors of Cyclone shall take all further actions (in addition to those referred to in Section 4.25) reasonably requested by Hurricane in order to render the Cyclone Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. In addition, if the Closing does not occur before September 5, 2007, Cyclone shall (i) amend the Cyclone Rights Agreement in order to extend the date on which such agreement expires to a date no earlier than the End Date (as such date may be extended pursuant to this Agreement), or (ii) adopt a new rights agreement containing substantially the same terms as the Cyclone Rights Agreement, except that such agreement shall expire on a date no earlier than the End Date (as such date may be extended pursuant to this Agreement). Except as provided above with respect to the Merger and the other transactions contemplated by this Agreement, the Board of Directors of Cyclone shall not, without the prior written consent of Hurricane, amend, take any action with respect to, or make any determination under the Cyclone Rights Agreement (including a redemption of the Cyclone Rights) to facilitate an Acquisition Proposal. (b) The Board of Directors of Hurricane shall take all further actions (in addition to those referred to in Section 5.25) reasonably requested by Cyclone in order to (i) render the Hurricane Rights inapplicable to the Merger and the other transactions contemplated by this Agreement and (ii) ensure that each share of Hurricane Stock received as part of the Merger Consideration shall be accompanied by and issued together with an associated preferred share purchase right pursuant to and in accordance with the Hurricane Rights Agreement. Except as provided above with respect to the Merger and the other transactions contemplated by this Agreement, the Board of Directors of Hurricane shall not, without the prior written consent of Cyclone, amend, take any action with respect to, or make any determination under the Hurricane Rights Agreement (including a redemption of the Hurricane Rights) to facilitate an Acquisition Proposal.

Rights Agreements. (a) The Board of Directors of Cyclone shall take all further actions (in addition to those referred to in Section 4.25) reasonably requested by Hurricane in order to render the Cyclone Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. In addition, if the Closing does not occur before September 5, 2007, Cyclone shall (i) amend the Cyclone Rights Agreement in order to extend the date on which such agreement expires to a date no earlier than the End Date (as such date may be extended pursuant to this Agreement), or (ii) adopt a new rights agreement containing substantially the same terms as the Cyclone Rights Agreement, except that such agreement shall expire on a date no earlier than the End Date (as such date may be extended pursuant to this Agreement). Except as provided above with respect to the Merger and the other transactions contemplated by this Agreement, the Board of Directors of Cyclone shall not, without Without the prior written consent of HurricaneParent (which consent shall not be unreasonably withheld, amenddelayed or conditioned), take any action with respect to, or make any determination the Company shall not redeem the rights issued under the Cyclone Company Rights Agreement or amend or terminate the Company Rights Agreement prior to the Effective Time other than (including a redemption i) to render the Company Rights Agreement inapplicable to the Merger, this Agreement, the Voting Agreements executed by stockholders of the Cyclone RightsCompany and the transactions contemplated hereby and thereby, (ii) as required to do so by a court of competent jurisdiction (in which case, to the extent permitted by such court of competent jurisdiction, the Company shall provide Parent with written notice at least three business days prior to taking any such action), (iii) to facilitate an Acquisition Proposalpreserve the net operating losses of Parent following the Closing or (iv) to effectuate the Merger and the transactions contemplated hereby. (b) The Board of Directors of Hurricane shall take all further actions (in addition to those referred to in Section 5.25) reasonably requested by Cyclone in order to (i) render the Hurricane Rights inapplicable to the Merger and the other transactions contemplated by this Agreement and (ii) ensure that each share of Hurricane Stock received as part of the Merger Consideration shall be accompanied by and issued together with an associated preferred share purchase right pursuant to and in accordance with the Hurricane Rights Agreement. Except as provided above with respect to the Merger and the other transactions contemplated by this Agreement, the Board of Directors of Hurricane shall not, without Without the prior written consent of Cyclonethe Company (which consent shall not be unreasonably withheld, amenddelayed or conditioned), take any action with respect to, or make any determination Parent shall not redeem the rights issued under the Hurricane Parent Rights Agreement or amend or terminate the Parent Rights Agreement prior to the Effective Time other than (i) to render the Parent Rights Agreement inapplicable to the Merger, this Agreement, the Voting Agreements executed by stockholders of Parent and the transactions contemplated hereby and thereby, (ii) as required to do so by a court of competent jurisdiction (in which case, to the extent permitted by such court of competent jurisdiction, the Company shall provide the Company with written notice at least three business days prior to taking any such action), (iii) to preserve the net operating losses of Parent following the Closing or (iv) to effectuate the Merger and the transactions contemplated hereby. (c) Parent shall take all such actions necessary to render each of (i) Article IX of Parent’s by-laws adopted by the Parent Board on the date hereof and (ii) Article XII of Parent’s Articles of Incorporation (assuming such Article is approved by Parent’s stockholders at Parent’s 2009 annual meeting) inapplicable to the Merger, this Agreement and the transactions contemplated hereby (including a redemption the receipt of the Hurricane Rights) Merger Consideration by each holder of Shares pursuant to facilitate an Acquisition ProposalArticle II hereof).

Rights Agreements. (a) The Board of Directors of Cyclone Phillips shall ----------------- take all further actions action xx xxx xxtent necessary (in addition to those referred to in Section 4.25including amending the Phillips Rights Agreement) reasonably requested by Hurricane in order to render the Cyclone Phillips Rights inapplicable xxxxxxxxable to the Merger Mergers and the other transactions contemplated transactxxxx xxxtemplated by this Agreement. In addition, if Except in connection with the Closing does not occur before September 5, 2007, Cyclone shall (i) amend the Cyclone Rights Agreement in order foregoing sentence and to extend the date on which such agreement expires to a date no earlier than the End Date (as such date may be extended pursuant to this Agreement), or (ii) adopt a new rights agreement containing substantially the same terms as the Cyclone Rights Agreement, except that such agreement shall expire on a date no earlier than the End Date (as such date may be extended pursuant to this Agreement). Except as provided above with respect to the Merger and the other transactions contemplated by effect its obligations under this Agreement, the Board of Directors of Cyclone Phillips shall not, without the prior written consent of HurricaneConoco, amend, (x) xxxxx the Phillips Rights Agreement or (ii) take any action with respect to, or make xx xxxx any determination under under, the Cyclone Phillips Rights Agreement (Agreement, including a redemption of the Cyclone Rights) Phillips Xxxxxx, in each case in order to facilitate an Acquisition Proposalany Acquisitixx Xxxxxsal with respect to Phillips. (b) The Board of Directors of Hurricane Conoco shall take all further actions xxxx xxx action to the extent necessary (in addition to those referred to in Section 5.25including amending the Conoco Rights Agreement) reasonably requested by Cyclone in order to (i) render the Hurricane Conoco Rights inapplicable to the Merger and the other transactions contemplated by this Agreement and (ii) ensure that each share of Hurricane Stock received as part of the Merger Consideration shall be accompanied by and issued together with an associated preferred share purchase right pursuant to and in accordance with the Hurricane Rights Agreement. Except as provided above with respect to the Merger Mergers and the other transactions contemplated by this Agreement. Except in connection with the foregoing sentence, the Board of Directors of Hurricane Conoco shall not, without the prior written consent of CyclonePhillips, amend, (i) amend the Conoco Rights Agreement or (ii) take any action with axxxxx xxth respect to, or make any determination under under, the Hurricane Conoco Rights Agreement (Agreement, including a redemption of the Hurricane Conoco Rights) , in each case in order to facilitate an any Acquisition ProposalProposal with respect to Conoco. (c) Prior to the Effective Time, New Parent shall adopt a stockholder rights plan, in substantially the form set forth in Exhibit E (the "New Parent Rights Agreement") with a Record Date (as defined in the New Parent --------------------------- Rights Agreement) prior to the Effective Time.