Amendment of Section 3(a). Section 3(a) of the Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred by reason of (i) the execution and delivery of the Merger Agreement or any amendment thereto, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Merger Agreement or the consummation of the Merger, or (iii) the consummation of any other transaction contemplated by the Merger Agreement.”
Amendment of Section 3(a). Section 3(a) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of any Permitted Event.”
Amendment of Section 3(a). Section 3(a) of the Agreement is hereby amended and restated in its entirety as set forth below:
Amendment of Section 3(a). Section 3(a) of the Rights Agreement is hereby amended to add the following paragraph at the end thereof: “Notwithstanding anything to the contrary contained in this Agreement, the occurrence of (A) the approval, execution and delivery of the Merger Agreement, the Tender and Option Agreement and the Stock Option Agreement, (B) the consummation of the transactions contemplated by the Merger Agreement, the Tender Agreement or the Top-Up Agreement or (C) the announcement of any of the foregoing events will not, individually or collectively, cause (i) the Rights to become exercisable or (ii) the occurrence of a Distribution Date, a Triggering Event or a Stock Acquisition Date.”
Amendment of Section 3(a). Section 3(a) of the Rights Agreement is hereby amended by adding the following sentence to the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred 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 Merger and the Employee Preferred Stock Tender Offer.”
Amendment of Section 3(a). The Employment Agreement shall be amended to reduce the base salary to $0, such that Section 3(a) of the Employment Agreement shall be amended and restated in its entirety to read as follows:
Amendment of Section 3(a). Section 3A of the Existing Agreement is amended as of the Eighth Amendment Effective Date to add to the end thereof the following text:
Amendment of Section 3(a). Section 3(a) of the Rights Agreement is hereby amended by deleting the reference to “5%” in the first sentence thereof and substituting therefor “twenty percent (20%)”.
Amendment of Section 3(a). Subsection (a) of Section 3 of the Agreement shall be deleted in its entirety and replaced with the following subsection:
Amendment of Section 3(a). The first sentence of Section 3(a) of the Rights Agreement is hereby amended to read in its entirety as follows: “Until the Close of Business on the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by the Company’s Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more (or in the case of an Exempted Person, more than the Permitted Percentage) of the shares of Common Stock then outstanding (the earlier of the date described in (i) and (ii) above being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company).”
