Amendment of Section 27. Section 27 of the Rights Agreement is amended to read in its entirety as follows:
Amendment of Section 27. The last sentence of Section 27 of the Rights Agreement is hereby amended and restated as follows. "The Company shall not amend this Rights Agreement in a way which would materially adversely affect the rights granted to any HMTF Purchaser or any Chase Purchaser or any of their respective Affiliates or Associates under the terms of the Amendment to Rights Agreement dated as of February 1, 2000, unless such amendment is approved in writing by such HMTF Purchaser, such Chase Purchaser or such Affiliate or Associate, as the case may be."
Amendment of Section 27. The phrase "upon approval by a majority of the ----------------------- Continuing Directors," which appears three times in Section 27, shall be deleted.
Amendment of Section 27. Section 27 of the Rights Agreement is amended by deleting the first two sentences thereof and substituting in lieu thereof the following: "Prior to the Distribution Date, the Company may by approval of at least 70 percent of the members of the entire Board of the Directors, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any manner without the approval of any holders of Common Shares. From and after the Distribution Date, the Company may by approval of at least 70 percent of the members of the entire Board of Directors, and the Rights Agent shall if directed by the Company, from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period herein or (iv) to change or supplement any other provisions, hereunder in any manner which the Board of Directors may deem necessary or desirable so long as the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person) shall not be materially and adversely affected thereby; provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period governing redemption
Amendment of Section 27. Section 2.7 of the Share Purchase Agreement is hereby amended by adding the following to the end of the Section: “(e) Prior to the Closing, the Sellers or their Affiliates have taken or will take, at the request of Buyers, commercially reasonable endeavors to hire (i) no more than seven (7) additional U.S. Transferred Employees and (ii) one (1) additional Non-U.S. Transferred Employee, in each case (x) related to the financial operations of the Transferred Subsidiaries and/or Indirect Subsidiaries and in line with the employment descriptions agreed to among the Parties, and (y) on terms and conditions of employment that are commensurate with employees at the same level and in similar roles as those employed by Sellers or their Affiliates. In so doing, the Sellers or their Affiliates may have incurred or may incur various bona-fide third party out-of-pocket costs and expenses and, if Closing does not occur, the Sellers or their Affiliates will incur severance related costs and expenses in connection with said additional Transferred Employees (collectively all said costs and expenses are “Separation Expenses”), including, but not limited to, bona-fide third party hiring costs, payroll expenses, salaries, expenses related to benefits, employee training and reasonable third party legal fees. If Closing does not occur, the Sellers shall not, and shall cause their respective Affiliates not to, agree to incur any severance related costs and expenses without the prior written approval of the Buyers (such approval not to be unreasonably withheld, conditioned or delayed); provided, however, that such approval of the Buyers shall not be required where such severance related costs and expenses are (A) in accordance with the terms of engagement of the relevant Employee, (B) in accordance with existing policies of Sellers or their respective Affiliates or (C) in line with the minimum severance related costs and expenses required to be paid to the relevant Employee in accordance with applicable Law. Within thirty (30) days after its receipt of an invoice (and copies of any third party invoices) from the Sellers, the Buyers shall reimburse the Sellers for the Separation Expenses incurred by the Sellers or their Affiliates, whether incurred before the Closing Date or within six months following either the Closing Date or the termination of this Agreement (whichever is the later). For the sake of clarity, the Parties acknowledge that all accrued Separation Expenses for whic...
Amendment of Section 27. (a) Section 27 of the Rights Agreement is hereby amended by deleting the third sentence in its entirety and substituting therefor the following: “Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, and provided, such supplement or amendment does not change or increase the Rights Agent’s rights, duties, liabilities or obligations without the Rights Agent's written consent, the Rights Agent shall execute such supplement or amendment.”
Amendment of Section 27. Section 27 of the Rights Agreement is hereby amended by adding the following clause to the end of the last sentence: “provided that such supplement or amendment does not adversely affect the rights, duties or obligations of the Rights Agent under this Agreement.”
Amendment of Section 27. Section 2.7 of the Agreement is hereby amended and restated in its entirety to read as follows;
Amendment of Section 27. Section 27 of the Rights Agreement is amended by deleting the last sentence thereof and replacing it with the following: Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, that any supplement or amendment other than to Sections 18, 19, 20, 21, 27 or 32 that does not amend the Rights Agreement hereof in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent.
Amendment of Section 27. The following language is added to the end of Section 27 of the Agreement: “For avoidance of doubt and notwithstanding any other provision of this Agreement to the contrary, no amendment to this Agreement having the effect of continuing or extending the term of this Agreement shall be effective unless and until such amendment has received the approval of the stockholders of the Company at an annual or special meeting of the stockholders of the Company held prior to the termination of this Agreement without taking into account such amendment.”
