EXHIBIT 10.16
THIRD AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
That certain Shareholder Rights Agreement, between Price
Communications Corporation and Xxxxxx Trust Company, dated as of October 6,1994,
as heretofore amended as of January 12, 1995 and April 7, 1995, is hereby
further amended as of June 19, 1997, as follows:
1. The final unnumbered paragraph of Section 1(d) thereof is
hereby amended to read in its entirety as follows:
"Notwithstanding anything in this definition of Beneficial Ownership to
the contrary, (i) the phrase 'then outstanding', when used with the
reference to a Person's Beneficial Ownership of securities of the
Corporation, shall mean the number of such securities then issued and
outstanding together with the number of such securities not then actually
issued and outstanding which (A) such Person would be deemed to own
beneficially hereunder and (B) any other Person has the right to acquire
from the Corporation (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights, exchange rights,
rights (other than Rights), warrants or options, or otherwise; and (ii) a
Person shall not be deemed the 'Beneficial Owner' of and shall not be
deemed to 'beneficially own' any securities solely by virtue of the entering
into by such Person of any agreement to purchase such securities provided
that such agreement provides such Person's rights under such agreement
may be assigned to another Person or Persons and the actual purchaser of
such securities under such agreement is not an Acquiring Person."
2. The second sentence of Section 28 thereof is hereby
amended to read in its entirety as follows:
"Subject to clause (i)(B) of the final unnumbered paragraph of Section 1(d)
hereof, for all purposes of this Agreement, any calculation of the number
of Common Shares or other securities outstanding at any particular time,
including for purposes of determining the particular percentage of such
outstanding Common Shares or any other securities of which any Person is
the Beneficial Owner, shall be made in accordance with the last sentence
of Rule 13d-3(d)(l)(i) of the General Rules and Regulations under the
Exchange Act as in effect on the date of this Agreement."
IN WITNESS WHEREOF, the undersigned have duly executed the
foregoing instrument on the date set forth above.
PRICE COMMUNICATIONS CORPORATION
By:________________________________
Xxxxxx Xxxxx, President
XXXXXX TRUST COMPANY
By:________________________________
Authorized Signature
