Amendment of Section. 1(a). Section 1(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, neither Parent nor Merger Sub shall be deemed to be an Acquiring Person solely by virtue of (i) the execution, delivery or performance of the Merger Agreement, (ii) the consummation of the Merger or (iii) the execution of the Stock Voting Agreements.”
Amendment of Section. 3. The first sentence in Section 3 shall be amended in the entirety to read as follows: This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with the purchase price in cash or subject to applicable law, with Bank common stock previously acquired by the optionee and held by the optionee for a period of at least six months.
Amendment of Section. 1.1(g). Section 1.1(g) of the Agreement is hereby deleted in its entirety and replaced with the following:
Amendment of Section. 11.2. Section 11.2 of the Securityholders Agreement is hereby amended by changing the following definition to read in its entirety as follows:
Amendment of Section. 9.4. Section 9.4 of the Credit Agreement is hereby amended to read in its entirety as follows:
Amendment of Section. 2.1. Subsection (a) of Section 2.1 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language:
Amendment of Section. 8.4. Pursuant to Section 9.2 of the Existing Indenture, Section 8.4 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:
Amendment of Section. 1(aa). Section 1(aa) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as the result of (i) the execution of the Merger Agreement or (ii) the consummation of the Merger."
Amendment of Section. 3(a). Section 3(a) of the Rights Agreement is amended by adding the following sentence immediately following the first sentence: "Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (1) the approval, execution, delivery or performance of or public announcement of the approval, execution, delivery or performance of the Merger Agreement, (2) the commencement, making or consummation of the Offer or the consummation of the Merger in accordance with the provisions of the Merger Agreement or any public announcement relating thereto, (3) the acquisition of Common Shares in accordance with the Merger Agreement pursuant to the Offer or the Merger or (4) the consummation of any other transaction to be effected pursuant to the Merger Agreement in accordance with the provisions thereof or any public announcement relating thereto."
Amendment of Section. 13(a). Section 13(a) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, (i) the execution of the Merger Agreement, (ii) Parent or Merger Sub, or any Affiliate or Associate of Parent or Merger Sub, becoming the Beneficial Owner of Company Common Stock (as defined in the Merger Agreement) pursuant to the Merger Agreement or the Option Agreement or (iii) the consummation of the Merger, the exercise of the Option or the consummation of the other transactions contemplated in the Merger Agreement and the Option Agreement shall not be deemed to be a Section 13(a) Event and shall not cause the Rights to be adjusted or exercisable in accordance with Section 13(a)."