Common use of Amendment to Definition of Acquiring Person Clause in Contracts

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: “Anything in this Section 1(a) or this Agreement to the contrary notwithstanding, none of Colonel Holdings, Inc., a Delaware corporation (“Parent”), Colonel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), any stockholder of the Company party to a support agreement with Parent to be dated as of May 10, 2011 (collectively, as they may be amended from time to time, the “Support Agreements”) or any of their respective Affiliates or Associates, is, nor shall any of them be deemed to be, an “Acquiring Person” by virtue of (i) the execution of, or their entry into, the Agreement and Plan of Merger, to be dated as of May 10, 2011 by and among the Company, Parent and Merger Sub (as it may be amended from time to time, the “Merger Agreement”); (ii) the execution of, or their entry into, any of the Support Agreements; (iii) the execution of, or their entry into, any other contract or instrument in connection with the Merger Agreement or any of the Support Agreements; (iv) their acquisition or their right to acquire, beneficial ownership of Common Stock as a result of their execution of the Merger Agreement; or (v) the consummation of the Offer (as defined in the Merger Agreement) or the Merger (as defined in the Merger Agreement), in each case in accordance with, pursuant to, and on the terms and subject to the conditions set forth in the Merger Agreement; it being the purpose of the Company that neither the execution of the Merger Agreement or the Support Agreements by any of the parties thereto (after giving effect to any amendment to the Merger Agreement entered into by the Company and/or any amendment to a Support Agreement to which the Company has consented (such consent not to be unreasonably withheld, condition or delayed)) nor the consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement and the Support Agreements, shall in any respect give rise to any provision of this Agreement becoming effective.”

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: “Anything in this Section 1(a) or this Agreement to the contrary notwithstanding, none of Colonel Holdings, BMCA Acquisition Inc., a Delaware corporation (“Parent”), Colonel Merger Sub, BMCA Acquisition Sub Inc., a Delaware corporation and a wholly-wholly owned subsidiary of Parent (“Merger Sub”), any stockholder of the Company party to a support agreement with Parent to be dated as of May 10, 2011 (collectively, as they may be amended from time to time, the “Support Agreements”) or nor any of their respective Affiliates or Associates, is, nor shall any of them be deemed to be, an “Acquiring Person” by virtue of (i) the execution of, or their entry into, the Agreement and Plan of Merger, to be dated as of May 10February 9, 2011 2007, by and among the Company, Parent and Merger Sub (as it may be amended from time to time, the “BMCA Merger Agreement”); (ii) the execution of, or their entry into, any of the Support Agreements; (iii) the execution of, or their entry into, any other contract or instrument in connection with the Merger Agreement or any of the Support Agreements; (iv) their acquisition or their right to acquire, beneficial ownership of Common Stock as a result of their execution of the BMCA Merger Agreement; or (viii) the consummation of the Offer (as defined in the BMCA Merger Agreement) or the Merger (as defined in the BMCA Merger Agreement), in each case in accordance with, pursuant to, and on the terms and subject to the conditions set forth in the BMCA Merger Agreement; it being the purpose of the Company that neither the execution of the BMCA Merger Agreement or the Support Agreements by any of the parties thereto (after giving effect to any amendment to the BMCA Merger Agreement entered into by the Company and/or any amendment to a Support Agreement to which the Company has consented (such consent not to be unreasonably withheld, condition or delayed)Company) nor the consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the BMCA Merger Agreement and the Support AgreementsAgreement, shall in any respect give rise to any provision of this Agreement becoming effective.”

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is hereby amended to add the following sentence after the last sentence thereof: “Anything Notwithstanding anything in this Section 1(a) or any other provision of this Agreement to the contrary notwithstandingcontrary, none of Colonel HoldingsBlue Holdings I, Inc.L.P., a Delaware corporation limited partnership (“ParentHoldco”), Colonel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), any stockholder of the Company party to a support agreement with Parent to be dated as of May 10, 2011 (collectively, as they may be amended from time to time, the “Support Agreements”) or any of their respective its Affiliates or AssociatesAssociates (including any Person who is an Associate of Holdco and any Person with respect to which Holdco is an Associate), is, nor shall any of them be deemed to be, an “Acquiring Person” by virtue of (i) the execution ofapproval, execution, delivery or their entry into, performance of the Agreement and Plan of Merger, to be dated as of May 10February 3, 2011 2015, by and among Blue Acquisition Group, Inc., a Delaware corporation, the Company, Parent SPF Holdings I, Inc., a Delaware corporation, SPF Holdings II, LLC, a Delaware limited liability company, and Merger Sub for the limited purposes set forth therein, Holdco (as it may be amended from time to time, the “Merger Agreement”); (ii) the execution ofapproval, execution, delivery or their entry into, any performance of the Support AgreementsShareholders Agreement, to be dated as of February 3, 2015, among the Company, Holdco, Kohlberg Kravis Xxxxxxx & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”), Centerview Capital Management LLC (“Centerview”), AlpInvest Partners US Holdings, LLC (“AlpInvest”), and certain other shareholders party thereto (as it may be amended from time to time, the “Shareholders Agreement”); (iii) the execution ofapproval, execution, delivery or their entry into, performance of any other contract or instrument in connection with contemplated by the Merger Agreement or any of the Support AgreementsShareholders Agreement; (iv) their acquisition the announcement or their right consummation of the transactions contemplated by the Merger Agreement (including the Mergers (as defined in the Merger Agreement)) or the Shareholders Agreement, in accordance with, pursuant to acquire, beneficial ownership of Common Stock as a result of their execution and upon the terms and conditions of the Merger Agreement and the Shareholders Agreement; or (v) the consummation acquisition of Beneficial Ownership of Common Shares acquired in the Offer Mergers (as defined in the Merger Agreement) or the Merger (as defined in pursuant to the Merger Agreement), in each case in accordance with, ; or (vi) the acquisition of Beneficial Ownership of Common Shares pursuant to, to and on as permitted by the terms and subject to the conditions set forth in the Merger Shareholders Agreement; it being the purpose and intent of the Company that neither the execution approval, execution, delivery or performance of the Merger Agreement or the Support Agreements Shareholders Agreement by any of the parties thereto (after giving effect to any amendment or waiver to the Merger Agreement entered into by the Company and/or any amendment to a Support Agreement to which the Company has consented (such consent not in writing and/or any amendment or waiver to be unreasonably withheld, condition or delayed)the Shareholders Agreement to which the Company has consented in writing) nor the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement and the Support AgreementsShareholders Agreement, shall in any respect give rise to any provision of this Agreement becoming effective.”

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: “Anything Notwithstanding anything in this Section 1(a) or this Agreement to the contrary notwithstandingcontrary, none of Colonel Holdings, Inc.Odyssey HealthCare Holding Company, a Delaware corporation (“Parent”), Colonel Merger SubOHC Investment, Inc., a Delaware corporation and a wholly-wholly owned subsidiary of Parent (“Merger Sub”), any stockholder of the Company party to a support agreement with Parent to be dated as of May 10, 2011 (collectively, as they may be amended from time to time, the “Support Agreements”) or any of their respective Affiliates or Associates, Associates is, nor shall any of them be deemed to be, an “Acquiring Person” by virtue of (i) the execution of, or their entry into, the Agreement and Plan of Merger, to be dated as of May 10January 15, 2011 2008, by and among the Company, Parent and Merger Sub (as it may be amended from time to time, the “Merger Agreement”), including any amendment or supplement thereto; (ii) the execution of, or their entry into, any of the Support Agreements; (iii) the execution of, or their entry into, any other contract or instrument in connection with the Merger Agreement or any of the Support Agreements; (iv) their acquisition or their right to acquire, beneficial ownership of Common Stock as a result of their execution of the Merger Agreement; or (viii) the consummation of the Offer (as defined in the Merger Agreement) or the Merger (as defined in the Merger Agreement), in each case in accordance with, pursuant to, and on the terms and subject to the conditions set forth in the Merger Agreement; or (iv) the execution of, or their entry into, the Stockholder Agreements (as defined in the Merger Agreement), including any amendment or supplement thereto; it being the purpose and intent of the Company that neither the execution of the Merger Agreement or the Support Agreements by any of the parties thereto (after giving effect to any amendment to the Merger Agreement entered into by the Company and/or any amendment to a Support Agreement to which the Company has consented (such consent not to be unreasonably withheld, condition or delayed)Company) nor the consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement and the Support AgreementsAgreement, shall in any respect give rise to any provision of this Agreement becoming effective.”