SEVENTH AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Exhibit 4.1
SEVENTH AMENDMENT TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
THIS SEVENTH AMENDMENT (this “Amendment”), effective as of August 9, 2010, is between PRGX
GLOBAL, INC., a Georgia corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC, a New York banking corporation and successor in interest to Wachovia Bank, National
Association, as Rights Agent (“AST” or the “Rights Agent”).
WHEREAS, in connection with that certain Shareholder Protection Rights Agreement dated as of
August 9, 2000, as amended effective March 12, 2002, August 16, 2002, November 7, 2005, November
14, 2005, March 16, 2006 and September 17, 2007, between the Company and the Rights Agent (the
“Agreement”), the Board of Directors of the Company deems it advisable and in the best interest of
the Company and its shareholders to amend the Agreement in accordance with Section 5.4 thereof; and
(a) The definition of “Expiration Time” in Section 1.1 is hereby deleted in its
entirety and replaced to read as follows:
“Expiration Time” shall mean the earliest of (i) the Exchange Time, (ii) the
Redemption Time, (iii) the close of business on August 12, 2011 and (iv) the
merger of the Company into another corporation pursuant to an agreement
entered into when there is no Acquiring Person unless such transaction would
constitute a Flip-over Transaction or Event.
(b) Section 5.9 is hereby amended to provide that notices or demands shall be
addressed as follows (until another address is filed):
If to the Company:
|
PRGX Global, Inc. | |
000 Xxxxxxxx Xxxxxxx, Xxxxx 000 | ||
Xxxxxxx, Xxxxxxx 00000-0000 | ||
Attention: Xxxxxx X. Xxxxxx, General Counsel |
with a copy to:
|
Xxxxxxxx Xxxxxxx LLP | |
000 Xxxxxxxxx Xxxxxx, XX, Xxxxx 0000 | ||
Xxxxxxx, Xxxxxxx 00000 | ||
Attention: Xxxxx X. Xxxxxx, Esq. | ||
If to Rights Agent:
|
American Stock Transfer & Trust Company, LLC | |
00 Xxxxxx Xxxx | ||
Xxx Xxxx, Xxx Xxxx 00000 | ||
Attention: Corporate Trust Department |
[signature page to immediately follow]
PRGX GLOBAL, INC. | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Senior Vice President and General Counsel | |||||
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC | ||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||
Name: | Xxxxxxx X. Xxxxxx | |||||
Title: | Vice President | |||||