Amendment of Section 1(a). Section 1(a) of the Agreement is amended and restated in its entirety as follows:
Amendment of Section 1(a). The definition of “Acquiring Person” set forth in Section 1(a) of the Rights Agreement is amended and restated to read in its entirety as follows:
Amendment of Section 1(a). Section 1(a) of the Rights Agreement is hereby ------------------------- amended by deleting Section 1(a) in its entirety and substituting the following therefor:
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 of the Merger Agreement or (ii) the consummation of the Merger."
Amendment of Section 1(a). The definition of “Acquiring Person” set forth in Section 1(a) of the Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of Mentor Graphics Corporation (“Parent”) or Fulcrum Acquisition Corporation (“Merger Sub”), or any of their respective Affiliates or Associates shall be deemed to be an Acquiring Person by virtue of (i) the approval, execution or delivery of the Agreement and Plan of Merger dated as of May 6, 2009, by and among Parent, Merger Sub and the Company, as amended from time to time (the “Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger Agreement), (iii) the entry by certain stockholders of the Company into Support Agreements (as defined in the Merger Agreement) by and between each of such stockholders and Parent, (iv) the consummation of any of the other transactions contemplated in the Merger Agreement, or (v) the public announcement of any of the foregoing (each such event, an “Exempt Event”).”
Amendment of Section 1(a). The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) to the contrary, none of Bauble Holdings Corp., a Delaware corporation (“Parent”), Bauble Acquisition Sub, Inc., a Florida corporation (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combination, shall be deemed to be an “Acquiring Person” solely by virtue or as a result of the approval, execution, delivery, adoption or performance of the Agreement and Plan of Merger, dated as of March 20, 2007, among Parent, Merger Sub and the Company (as it may be amended or supplemented from time to time, the “Merger Agreement”) or the consummation of the Merger (as defined in the Merger Agreement) or any other transactions contemplated thereby, including without limitation, entry into or performance of the Shareholders Agreement, dated as of March 20, 2007, among Parent, Merger Sub and the other signatory parties thereto (as it may be amended or supplemented from time to time) (such actions described in this sentence, the “Permitted Events”).
Amendment of Section 1(a). Definition of “Acquiring Person.” The definition of “Acquiring Person” set forth in Section 1(a) of the Agreement is hereby amended by adding the following sentence to the end of that definition: “Notwithstanding anything in this Agreement to the contrary, “Acquiring Person” shall not mean Parent, Merger Sub or any of their respective Affiliates or Associates.”
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, none of Essar Services, Mauritius, a company organized under the laws of Mauritius (“Parent”) or Easter Merger Sub, Inc., a Delaware corporation (“Merger Sub”), or any of their respective Affiliates or Associates shall be deemed to be an “Acquiring Person” by virtue of (i) the approval, execution or delivery of the Agreement and Plan of Merger, dated as of August 3, 2008 by and between Parent, Merger Sub and the Company, as amended from time to time (the “Merger Agreement”), (ii) the acquisition of Common Shares pursuant to the Merger (as defined in the Merger Agreement), (iii) the consummation of any of the other transactions contemplated in the Merger Agreement or (iv) the public announcement of any of the foregoing (each such event, an “Exempt Event”).”
Amendment of Section 1(a). Section 1(a) of the Rights Agreement is hereby modified and amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the parties to the Agreement and Plan of Merger, dated as of March 11, 2007, among the Company, Buck Holdings, L.P., and Buck Acquisition Corp. (as it may be amended or supplemented from time to time, and including all exhibits and schedules thereto (the “Merger Agreement”) or any agreements referenced therein, as same may be amended or supplemented from time to time), nor any of their Affiliates and Associates, shall be deemed, individually or collectively, to be an Acquiring Person, a Beneficial Owner of Company Common Stock or an Affiliate or Associate of any Acquiring Person by virtue of (i) the approval, execution or delivery of the Merger Agreement, (ii) the consummation of the Merger (as defined in the Merger Agreement) or (iii) the consummation of any of the other transactions contemplated by the Merger Agreement.”
Amendment of Section 1(a). Definition of “Acquiring Person.” The definition of “Acquiring Person” set forth in Section 1(a) of the Rights Agreement is hereby amended by restating the last sentence of that definition as follows: “Notwithstanding anything in this Agreement to the contrary, no Person shall become an Acquiring Person by reason of (i) 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, or (ii) the consummation of the transactions contemplated thereby, including the Tender Offer and the Merger.”
