AMENDMENT NO.2 TO RIGHTS AGREEMENT AND CERTIFICATE OF COMPLIANCE WITH SECTION 27 THEREOF
AMENDMENT NO.2 TO RIGHTS AGREEMENT
AND CERTIFICATE OF
COMPLIANCE WITH SECTION 27 THEREOF
This AMENDMENT NO.2 TO RIGHTS AGREEMENT dated as of April 23, 2014 (the “Amendment”) to the Rights Agreement, dated as of September 17, 2013, as amended by Amendment No. 1 thereto dated as of December 6, 2013 (the “Rights Agreement”) by and between ChinaEdu Corporation, a Cayman Islands exempted company (the “Company”) and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”).
WHEREAS, the Board of Directors of the Company (the “Committee”) has adopted resolutions authorizing the Company to terminate the Rights Agreement and all outstanding Rights (as defined in the Rights Agreement); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement to cause the immediate expiration of all outstanding Rights and to terminate the Rights Agreement; and
WHEREAS, no Person (as defined in the Rights Agreement) is an Acquiring Person (as defined in the Rights Agreement) as of the date hereof and the Company deems it necessary and advisable to amend the Rights Agreement in accordance with Section 27 thereof.
Section 1. Amendments to the Rights Agreement.
A. Section 1(p) of the Rights Agreement is hereby amended in its entirety to read as follows:
“(p) “Expiration Date” shall mean the earliest of (i) the exchange of all outstanding Rights pursuant to Section 24, (ii) the redemption of all outstanding Rights pursuant to Section 23 and (iii) the close of business on April 23, 2014.”
B. The fifth paragraph of Exhibit C to the Rights Agreement (Summary of Rights to Purchase Shares of Junior Participating Preferred Stock) is hereby amended in its entirety to read as follows:
“The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on April 23, 2014.”
Section 7 Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
Section 9. Effectiveness. This Amendment shall become effective as of the date first above written.
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CHINAEDU CORPORATION | ||
By: | /s/ Xxxxx Xxxxx | |
Name: Xxxxx Xxxxx | ||
Title: Executive Chairman | ||
Acknowledged and Agreed |
THE BANK OF NEW YORK MELLON, | ||
as Rights Agent | ||
By: | /s/ Xxxxxx XxXxxxxxxx Xxxxx | |
Name: Xxxxxx XxXxxxxxxx Hawke | ||
Title: Managing Director |
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