Amendment to Rights Agreement Sample Clauses

Amendment to Rights Agreement. The Rights Agreement is hereby amended as follows:

Amendment to Rights Agreement. Subject to the provisions of Section 2 hereof, the Rights Agreement is amended by adding the following new Section 34 to the Rights Agreement:

Amendment to Rights Agreement. The Board has amended the Rights Agreement so that none of the execution or delivery of this Agreement or the Settlement Agreement, the making of the Offer, the acceptance for payment or payment for Shares by Purchaser pursuant to the Offer or the consummation of any other Transaction will result in (i) the occurrence of the "flip-in event" described under Section 11 of the Rights Agreement, (ii) the occurrence of the "flip-over event" described in Section 13 of the Rights Agreement, or (iii) the Rights becoming evidenced by, and transferable pursuant to, certificates separate from the certificates representing shares of Common Stock.

Amendment to Rights Agreement. The Rights Agreement shall be amended as follows: (a) Section 1(a) of the Rights Agreement is hereby deleted in its entirety and replaced by the following:

Amendment to Rights Agreement. Paragraph (a) of Section 7 of the Rights Agreement is hereby deleted and replaced in its entirety with the following: “ (a) Subject to Section 7(e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a)) in whole or in part at any time after the Distribution Time upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on February 15, 2023 (the “Final Expiration Time”), (ii) the time at which the Rights are redeemed as provided in Section 23 or (iii) the time at which such Rights are exchanged pursuant to Section 24 (the earliest of (i), (ii) and (iii) being herein referred to as the “Expiration Time”).”

Amendment to Rights Agreement. The second paragraph of the definition of "Acquiring Person" set forth in Section 1(a) of the Rights Agreement is hereby amended and restated in its entirety to read as follows: Furthermore, notwithstanding the foregoing paragraph, the term "Acquiring Person" shall not be deemed to include either Vista Equity Fund II, L.P. ("Vista"), Vista Equity Partners, LLC ("VEP") or their respective Associates and Affiliates (collectively, the "Vista Entities") so long as the Vista Entities collectively shall be the Beneficial Owners of no more than 34.9% of the Common Shares then outstanding. In addition to the foregoing, none of the Vista Entities shall be deemed to be an Acquiring Person as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by the Vista Entities to 34.9% or more of the Common Shares of the Company then outstanding; provided, however, that if the Vista Entities shall collectively become the Beneficial Owners of 34.9% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company collectively become the Beneficial Owners of any additional Common Shares of the Company (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or shares convertible into Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), then the Vista Entities shall be deemed to be an Acquiring Person unless upon becoming the Beneficial Owner of such additional Common Shares of the Company the Vista Entities do not collectively beneficially own 34.9% or more of the Common Shares of the Company then outstanding. The exemptions contemplated by this paragraph for the Vista Entities shall automatically terminate without any action on the part of the Company or the Vista Entities in their entirety immediately upon the time at which the Vista Entities shall be Beneficial Owners of less than 15% of the Common Shares outstanding."

Amendment to Rights Agreement. The Company Board will take all action so that the execution, delivery, announcement or performance of this Agreement, the making or the consummation of the Offer and the consummation of the Merger and the other transactions contemplated hereby will not cause any change, effect or result under the Rights Agreement which is adverse to the interests of Parent.

Amendment to Rights Agreement. The Company shall have amended its Rights Agreement, so that Purchaser will not be an "Acquiring Person" solely by virtue of the transactions contemplated by this Agreement.

Amendment to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Section 1(a) is hereby revised to read, in its entirety, as follows:

Amendment to Rights Agreement. The definition of "Acquiring Person" as set forth in Section 1 of the Rights Agreement is amended by deleting the first sentence thereof and substituting in lieu thereof the following: