Amendment of Section 13. Section 13 of the Rights Agreement is hereby amended by adding the following sentence to the end thereof: “Notwithstanding anything in this Agreement to the contrary, neither (i) the execution and delivery of the Merger Agreement (or any amendment thereto) nor (ii) the consummation of the transactions contemplated thereby, including the Merger, shall be deemed to be an event of the type described in this Section 13 or cause the Rights to be adjusted or to become exercisable in accordance with this Section 13 or otherwise.”
Amendment of Section 13. Section 13 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Rights Agreement to the contrary, no Exempt Event shall be deemed to be an event of the type described in the first sentence of this Section 13, and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 13.”
Amendment of Section 13. Section 13 of the Rights Agreement is hereby amended by adding the following sentence to the end thereof: “Notwithstanding anything in this Agreement to the contrary, neither the execution and delivery of the Merger Agreement (or any amendment thereto), or of any agreement or document contemplated by the Merger Agreement or in furtherance of the transactions contemplated thereby, or the public announcement of any of the foregoing, nor (ii) the consummation of the transactions contemplated thereby, including the Merger, shall be deemed to be an event described in this Section 13 or cause the Rights to be adjusted or to become exercisable in accordance with this Section 13 or otherwise.”
Amendment of Section 13. Section 13, ‘SECURITY REQUIRED FROM REINSURER’, is hereby deleted in its entirety and replaced with the following: In order to avoid triggering THE COMPANY’s right of recapture as specified in the “RECAPTURE” section of this Agreement, THE REINSURER must enter into, and maintain during the term of this Agreement, a security trust agreement (“Trust Agreement”), in accordance with the “TRUST AGREEMENT PROVISIONS” section of Schedule A, to establish a trust with assets in the amount of the security amount (“Security Amount”) as defined in the Trust Agreement.
Amendment of Section 13. The Company hereby agrees that the provisions of this Section 13 (other than Section 13.9) generally constitute an agreement among the Agent and the Banks and that any and all of the provisions of this Section 13 (other than Section 13.9) may be amended at any time by the Banks without the consent or approval of, but with notice to, the Company (other than any provision in addition to Section 13.9 to the extent that it directly or in any material way affects the Company).
Amendment of Section 13. Section 13 of the Agreement is amended to add the following subsection (e):
Amendment of Section 13. Section 1.3 of the Original Agreement is hereby amended and restated to read in its entirety as follows:
Amendment of Section 13. 1.1. Section 13.1.1 is hereby deleted in its entirety and replaced with the following:
Amendment of Section 13. SECTION 13, RESERVES FOR REINSURANCE, is hereby deleted in its entirety and replaced with the following: The statutory reinsurance reserve is the one-year term reserve on the portion of each policy reinsured by THE REINSURER. The reserve credit taken by THE COMPANY will meet the minimum requirements specified in the valuation law of the State of New Jersey for the applicable year of issue. The parties intend that THE COMPANY will receive its full statutory reserve credit in the State of New Jersey for the portion of the risks ceded under this Agreement.
Amendment of Section 13. SECTION 13, RESERVES FOR REINSURANCE, is hereby deleted in its entirety and replaced with the following: The statutory reinsurance reserve is the one-year term reserve on the portion of each policy reinsured by THE REINSURER. The reserve credit taken by THE COMPANY will meet the minimum requirements specified in the valuation law of the State of Arizona for the applicable year of issue. The parties intend that THE COMPANY will receive its full statutory reserve credit in the State of Arizona for the portion of the risks ceded under this Agreement.
