Amendment to Rights Agreement Sample Clauses

Amendment to Rights Agreement. The Rights Agreement is hereby amended as follows:
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. As of the date hereof, the Company has taken all action necessary to irrevocably amend the Rights Agreement to provide that neither Parent nor Merger Sub nor any of their respective affiliates shall be deemed to be an Acquiring Person (as such term is defined in the Rights Agreement), that neither a Distributing Date nor Shares Acquisition Date (as each such term is defined in the Rights Agreement) shall be deemed to occur and the Rights will not separate from the Shares as a result of the execution, delivery or performance of this Agreement, the Stockholder Tender Agreements or the public announcement or consummation of the Offer, the Merger, or the other transactions contemplated hereby or thereby and that none of the Company, Parent, Merger Sub nor the Surviving Corporation, nor any of their respective affiliates, shall have any obligations under the Rights Agreement to any holder (or former holder) of Rights as of and following the public announcement or consummation of the Offer and/or the Effective Time.
Amendment to Rights Agreement. AMENDMENT ("Amendment"), dated as of December 23, 1998, to the Rights Agreement dated as of June 21, 1996, as amended by the amendment thereto dated as of April 27, 1998 (as so amended, the "Rights Agreement"), between Aames Financial Corporation, a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services LLC, as successor Rights Agent to Wells Fargo Bank (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have entered into the Rights Agreement specifying the terms of the Rights (as defined therein); WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 28 of the Rights Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: 1. The definition of "Exempt Person" in Section 1 of the Rights Agreement is amended to read in its entirety as follows:
Amendment to Rights Agreement. The Company Board has taken all necessary action (including any amendment thereof) under the Rights Agreement, dated as of December 30, 1996, between the Company and National City Bank, as Rights Agent (the "Rights Agreement"), so that none of the execution or delivery of this Agreement, the purchase of Shares pursuant to the Offer in accordance with Article 1, the payment of the Merger Consideration in accordance with Article 2 or any other transaction contemplated hereby will cause (i) the rights (the "Company Rights") issued pursuant to the Rights Agreement to become exercisable under the Rights Agreement, (ii) Parent or Purchaser to be deemed an "Acquiring Person" (as defined in the Rights Agreement), or (iii) the "Stock Acquisition Date" (as defined in the Rights Agreement) to occur upon any such event. The Company Board has amended the Rights Agreement in order to provide that the transactions contemplated by the Agreement and Plan of Merger dated as of February 28, 1999 among the Company, UGI Corporation and Vulcan Acquisition Corp. (the "UGI Merger Agreement") are no longer exempt from causing (x) the Company Rights to become exercisable under the Rights Agreement, (y) UGI Corporation or Vulcan Acquisition Corp. from being deemed an "Acquiring Person" or (z) the "Stock Acquisition Date" to occur.
Amendment to Rights Agreement. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of ECM, BBOM, BB I and BB II contained in this Agreement, the Company agrees to amend the definition ofAcquiring Person” in the Rights Agreement to provide that the percentage Beneficial Ownership of the outstanding Common Stock used to determine whether a Person constitutes an “Acquiring Person” will be 25% or more in the case of Eastbourne. Promptly following the effective date of this Agreement and approval by the Board of Directors of the Company, appropriate officers of the Company will execute an amendment to the Rights Agreement in substantially the form attached hereto as Exhibit A (the “Amendment”), instruct the Rights Agent to execute the Amendment and notify Eastbourne when the Amendment has been fully executed. ECM, BBOM, BB I and BB II hereby covenant and agree not to effect any purchases or sales of the Common Stock before the first business day after the date of filing by the Company of a Form 8-K with the Securities and Exchange Commission reporting such Amendment. Notwithstanding any other provision hereof or of such Amendment, the Amendment will have no effect on the definition of “Acquiring Person” with respect to any client of ECM other than BBOM, BB I and BB II.
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 parties hereto agree that the Rights Agreement shall be amended as provided below, effective as of the date of this Amendment:
Amendment to Rights Agreement. The Company's Board of Directors has taken all necessary action (including any amendment thereof) under the Rights Agreement so that (x) none of the execution or delivery of this Agreement or the Stock Option Agreement, consummation of the Offer, or any other transaction contemplated hereby or thereby will cause (i) the Rights to become exercisable under the Rights Agreement, (ii) Parent or Purchaser to be deemed an "Acquiring Person" (as defined in the Rights Agreement), or (iii) the "Distribution Date" (as defined in the Rights Agreement) to occur upon any such event and (y) the