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Exhibit 10.71
AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT (the "Amendment") is being entered into as of
January 20, 1999 between Wang Laboratories, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer and Trust Company, as rights agent (the
"Rights Agent").
The Company and the Rights Agent are parties to a Rights Agreement dated
as of April 22, 1998 (the "Rights Agreement"). Pursuant to Section 27 of the
Rights Agreement, the Company and the Rights Agent may, prior to the
Distribution Date (as defined therein), amend any provision of the Rights
Agreement without the approval of any holders of certificates representing the
common stock of the Company. The Company now desires to amend the Rights
Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual agreement
herein set forth, the parties hereby agree as follows:
1. DELETION OF SECTION 23(c). Section 23(c) of the Rights Agreement is
hereby deleted in its entirety.
2. EFFECTIVENESS. This Amendment shall be deemed effective as of the date
first written above, as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
3. MISCELLANEOUS. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall governed by
and construed in accordance with the laws of the State of Delaware applicable to
contracts to be made and performed entirely within the State of Delaware without
giving effect to the principles of conflict of laws thereof. This Amendment may
be executed in any number of counterparts, each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment
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shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
EXECUTED under the seal as of the date first set forth above.
Attest: WANG LABORATORIES, INC.
/s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Chief Financial Officer
Attest: AMERICAN STOCK TRANSFER AND
TRUST COMPANY
/s/ Xxx Xxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
