SIXTH AMENDMENT TO RIGHTS AGREEMENT
Exhibit 4.8
SIXTH AMENDMENT TO RIGHTS AGREEMENT
| 1. | GENERAL BACKGROUND. In accordance with Section 27 of the Rights Agreement between American Stock Transfer & Trust Company, LLC (the “Rights Agent”) and Pennichuck Corporation (“Pennichuck” or the “Company”), as amended from time to time (the “Agreement”), which Agreement was originally adopted on April 20, 2000, Pennichuck desires to amend the Agreement to give the Board of Directors of Pennichuck the right to grant a shareholder an exemption to the definition of “Acquiring Person” under the Agreement, subject to certain terms and conditions (if any), at the sole discretion of the Board of Directors of Pennichuck. |
| 2. | EFFECTIVENESS. This Amendment shall be effective as of March 2, 2009 (the “Amendment”) and all defined terms and definitions in the Agreement shall be the same, and have the same full force and effect, in the Amendment except as specifically revised by this Amendment. |
| 3. | REVISION. The paragraph in Section 1 of the Agreement, “Certain Definitions,” that defines “Acquiring Person” is hereby deleted in its entirety and replaced with the following: |
“Acquiring Person” shall mean any Person who or which, together with all Affiliates
and Associates of such Person, shall be the Beneficial Owner of more than 15% of the Common
Shares of the Company then outstanding but shall not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan of the Company or any Subsidiary
of the Company, or (iv) any entity holding Common Shares for or pursuant to the terms of
any such employee benefit plan. Notwithstanding the foregoing, (1) no Person shall become
an “Acquiring Person” as the result of an acquisition of Common Shares by the Company
which, by reducing the number of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to more than 15% of the Common Shares of the
Company then outstanding; provided, however, that if a Person shall so become the
Beneficial Owner of more than 15% of the Common Shares of the Company then outstanding by
reason of an acquisition of Common Shares by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of an additional 1% of the
outstanding Common Shares of the Company, then such Person shall be deemed to be an
“Acquiring Person”; (2) if the Board of Directors of the Company determines in good faith
that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the
forgoing provisions of this paragraph has become such inadvertently, and such Person
divests as promptly as practicable a sufficient number of Common Shares so that such Person
would no longer be an “Acquiring Person,” as defined pursuant to the foregoing provisions
of this paragraph, then such Person shall not be deemed to have become an “Acquiring
Person” for any purposes of this Agreement; and (3) “Acquiring Person” shall not mean for
any purposes under this Agreement any Person who or which the Board of Directors of the
Company in its sole discretion determines should be exempted from the definition of
“Acquiring Person” as defined pursuant to the foregoing provisions of this paragraph;
provided, however, that the Board of Directors may make such exemption subject to such
terms and conditions, if any, which the Board of Directors may establish.
| 4. | This Amendment may be executed in one or more counterparts via facsimile, each of which will be deemed an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement. |
| 5. | Except as otherwise amended hereby, the Agreement and all schedules, exhibits and amendments thereto shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and
on their behalf by and through their duly authorized officers as of this 27th day of
February, 2009.
PENNICHUCK CORPORATION
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AMERICAN STOCK TRANSFER & TRUST | |
| COMPANY, LLC, as Rights Agent | ||
/s/ Xxxxx X. Xxxxxxxxx
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/s/ Xxxxxxx Xxxxxx | |
By: Xxxxx X. Xxxxxxxxx
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By: Xxxxxxx Xxxxxx | |
Title: President & CEO
|
Title: Corporation Counsel |
