Exhibit 4.11
AMENDMENT TO RIGHTS AGREEMENT
DATED EFFECTIVE AS OF MAY 12, 1997
This Amendment to that Rights Agreement dated effective May 12, 1997
(the "Rights Agreement"), is entered into effective this 28th day of December,
2001, between Foreland Corporation (the "Company") and Atlas Stock Transfer
Corporation, (the "Rights Agent") (collectively, the "Parties").
The Parties hereby agree that paragraph 1.1(a) of the Parties' Rights
Agreement is stricken in its entirety and replaced with the following paragraph
1.1(a):
(a) "Acquiring Person" shall mean any person who or which,
together with all Affiliates and Associates of such Person, shall be
the Beneficial Owner of twenty percent (20%) or more of the Voting
Shares of the Company then outstanding, but shall not include Colour
Holdings Limited, a Guernsey corporation, and its affiliates and
transferees, the Company, any Subsidiary of the Company or any employee
benefit plan of the Company or any Subsidiary of the Company, or any
Person or entity organized, appointed, or established by the Company or
such Subsidiary of the Company for or pursuant to the terms of any such
employee benefit plan.
The Parties hereby agree that paragraph 1.1(n) of the Parties' Rights
Agreement is stricken in its entirety and replaced with the following paragraph
1.1(n):
(n) "Flip-over Transaction or Event" shall mean (A) a
transaction in which, directly or indirectly, the Company shall
consolidate with, merge with or into, or enter into an arrangement
with, any other Person (other than Colour Holdings Limited, a Guernsey
corporation, or any of its affiliates or transferees or a wholly owned
subsidiary of the Company) or any other Person (other than Colour
Holdings Limited, a Guernsey corporation, or any of its affiliates or
transferees or a wholly owned subsidiary of the Company) shall
consolidate with, merge with or into, or enter into an arrangement with
the Company, and, in connection therewith, all or part of the
outstanding Common Shares of the Company shall be changed in any way,
reclassified or converted into or exchanged for shares or other
securities or cash or any other property, or (B) a transaction or
series of transactions in which, directly or indirectly, the Company
shall sell or otherwise transfer (or one or more of its subsidiaries
shall sell or otherwise transfer) assets:
(i) aggregating more than fifty percent (50%) of the
assets (measured by either book value or Market Price,
whichever results in the greater percentage); or
(ii) which generated during the Company's last
completed fiscal year or is expected to generate in the
Company's then current fiscal year more than fifty percent
(50%) of the operating income or cash flow of the Company and
its Subsidiaries (taken as a whole) to any other Person (other
than the Company or one or more of its wholly-owned
subsidiaries or Colour Holdings, Ltd., a Guernsey corporation,
or any of its affiliates or transferees) or to two or more
such Persons which are affiliated or otherwise acting jointly
or in concert.
The Parties hereby agree that paragraph 1.1(z) of the Parties' Rights
Agreement is stricken in its entirety and replaced with the following paragraph
1.1(z):
(z) "Separation Date" shall mean the close of business on the
earliest of (i) the tenth day (or such later day as is determined by
the unanimous vote of the Board of Directors and Publicly announced)
after the Stock Acquisition Date (provided, however, that if prior to
the date which would otherwise be the Separation Date, the Acquiring
Person whose becoming such shall have caused the Stock Acquisition Date
to occur, shall cease to be an Acquiring Person and shall be the
beneficial owner of not more than 5% of the Common Stock of the
Company, as indicated in a public announcement or public filing by such
Person, then for purposes of this Section 1.1(z), the Stock Acquisition
Date shall be the deemed not to have occurred), or (ii) the tenth day
after the date of the commencement of, or first public announcement of
the intent of any Person (other than the Company or any Subsidiary of
the Company, or any Person or entity organized, appointed or
established by the Company or such Subsidiary of the Company for or
pursuant to any tender or exchange offer plan or Colour Holdings
Limited, a Guernsey corporation, or any of its affiliates or
transferees) to commence a tender or exchange offer or Takeover Bid to
acquire (when added to any Voting Shares as to which such person is the
Beneficial Owner immediately prior to such tender or exchange offer or
Takeover Bid) Beneficial Ownership of twenty percent (20%) or more of
the outstanding Voting Shares (provided that, if the foregoing results
in the Separation Date being prior to the Record Date, the Separation
Date shall be the Record Date and provided further that, if any tender
or exchange offer or Takeover Bid referred to in clause (ii) of this
Section 1.1(z) expires, is canceled, terminated, or otherwise withdrawn
prior to the date which would otherwise be the Separation Date, such
offer shall be deemed, for purposes of this Section 1.1(z), never to
have been made), or (iii) such later date as may be fixed by the Board
of Directors from time to time by notice to the Rights Agent and
publicly announced by the Company (but not with respect to an event
described in (i) or (ii) involving Colour Holdings Limited, a Guernsey
corporation, or any of its affiliates or transferees).
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written herein.
FORELAND CORPORATION ATLAS STOCK TRANSFER CORPORATION
/s/ Xxxxx X. Xxxxxx /s/ Xxx Xxxx
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By:____________________________ By:_____________________________
Its duly authorized officer Its duly authorized officer
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