AMENDMENT NO. 6 TO RIGHTS AGREEMENT
Exhibit
Index
Exhibit
1
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Amendment
No. 6 to Rights Agreement dated April 16, 1991, as amended, between
Luby's, and American Stock Transfer & Trust, as Rights
Agent
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Exhibit
1
AMENDMENT
NO. 6 TO
This
Amendment No. 6 to Rights Agreement (this “Amendment”) is made effective as of
the 20th
day of
March, 2007. This Amendment is an amendment to the Rights Agreement, dated
as of
April 16, 1991, as amended effective as of December 19, 1991, as amended
effective as of February 7, 1995, as amended effective as of May 29, 1995,
as
amended effective as of March 8, 2001, and as amended effective as of February
26, 2004 (the “Rights Agreement”), between Xxxx’x, Inc., a Delaware corporation
(formerly known as Luby’s Cafeterias, Inc. and referred to herein as the
“Company”), and American Stock Transfer & Trust Company (the “Rights
Agent”).
RECITALS
WHEREAS,
pursuant to and in compliance with Section 27 of the Rights Agreement, the
Company and the Rights Agent wish to amend the Rights Agreement as set forth
herein;
NOW
THEREFORE, the parties hereto agree as follows:
Section
1. Amendments. From and after the effective date of this Amendment, the Rights
Agreement shall be amended as follows:
(a)
The
definition of “Final Expiration Date” included in Section 1 of the Rights
Agreement shall be amended to read in its entirety as follows:
“Final
Expiration Date” means the close of business on April 16, 2010.
(b)
Exhibit
A
(Form of Right Certificate) and Exhibit B (Summary of Rights to Purchase Common
Shares) to the Rights Agreement shall be amended to conform to the changes
in
the Rights Agreement made and effected pursuant to this Amendment.
Section
2. Remainder of Agreement Not Affected. Except as set forth in Section 1 hereof,
the terms and provisions of the Rights Agreement shall remain in full force
and
effect and are hereby ratified and confirmed.
Section
3. Authority. Each party represents that such party has full power and authority
to enter into this Amendment, and that this Amendment constitutes a legal,
valid, and binding obligation of such party, enforceable against such party
in
accordance with its terms.
Section
4. Definitions, References.
(a)
Unless
otherwise specifically defined herein, each term used herein which is defined
in
the Rights Agreement shall have the meaning assigned to such term in the Rights
Agreement.
(b)
On
and
after the effective date of this Amendment (i) all references in the Rights
Agreement, including Exhibits A and B, to the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended by this Amendment, and all prior
amendments, and (ii) all references to “hereof,” “hereunder,” “herein,” “hereby”
and other similar references contained in the Rights Agreement as well as each
reference to “this Agreement” and each other similar reference contained in the
Rights Agreement shall refer to the Rights Agreement, as amended.
Section
5. Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested, all as of the day and year first above written.
XXXX'X,
INC.
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By:
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/s/Xxxxxx
Xxxxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxxxx
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Title:
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Senior
Vice President and Chief Financial Officer
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Attest:
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By:
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/s/Xxxxx
Xxxxxxx
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Title:
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Senior
Vice President, General Counsel and Secretary
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Countersigned:
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AMERICAN
STOCK TRANSFER & TRUST COMPANY
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By:
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/s/Xxxxxxx
X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Vice
President
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