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. (a) The Company Board has taken all necessary action to irrevocably amend the Rights Agreement so that none of the execution or delivery of this Agreement, the making of the Offer or the acceptance for payment or payment for Company Shares by Purchaser pursuant to the Offer will cause (i) the Rights to become exercisable under the Rights Agreement, (ii) Parent or Purchaser or any of their affiliates to be deemed an “Acquiring Person” (as defined in the Rights Agreement) or (iii) the “
Amendment to Rights Agreement. As of the date of this Agreement, the Company has taken all action necessary to 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 Distribution 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, in each case 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 by this Agreement or by the Stockholder Tender Agreements.
Amendment to Rights Agreement. The Rights Agreement shall be amended as follows:
Amendment to Rights Agreement. The Company Board has taken all necessary action to amend the Rights Agreement, dated as of August 16, 1994, as amended, between the Company and Chemical Trust Company of California, as Rights Agent (the "Rights Agreement") so that none of the execution or delivery of this Agreement, the exchange of Parent Common Stock for the Shares in accordance with Article I, or any other transaction contemplated hereby will cause (i) the rights (the "Rights") issued pursuant to the Rights Agreement to become exercisable under the Rights Agreement, (ii) Parent or Acquisition to be deemed an "Acquiring Person" (as defined in the Rights Agreement), or (iii) the "Shares Acquisition Date" (as defined in the Rights Agreement) to occur upon any such event. The "Expiration Date" (as defined in the Rights Agreement) of the Rights shall occur immediately prior to the Effective Time.
Amendment to Rights Agreement. As of the date hereof, Cohesion has taken all action necessary to (i) amend the Rights Agreement to provide that neither Angiotech 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 Distribution Date nor Shares Acquisition Date (as each such term is defined in the Rights Agreement) shall be deemed to occur and the rights issued under the Rights Agreement will not separate from Cohesion Common Stock, in each case as a result of the execution, delivery or performance of this Agreement, the Cohesion Voting Agreements or the public announcement or consummation of the Merger, or the other transactions contemplated by this Agreement or the Cohesion Voting Agreements and (ii) amend the Rights Agreement to provide for the expiration of the rights issued under the Rights Agreement as of the Effective Time.
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 Board has taken, or will take, all necessary action to amend the Rights Agreement, dated as of September 13, 1994, as amended (the "Rights Agreement"), between the Company and Chemical Bank, as Rights Agent, so that none of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will cause (i) the rights issued pursuant to the Rights Agreement to become exercisable under the Rights Agreement or (ii) the distribution of Rights Certificates (as defined in the Rights Agreement).
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, BB II and Barry contained in this Agreement, the Company agrees to amend the definition of Acquiring 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 30% or more in the case of Eastbourne; provided however, that on the Measurement Date the Eastbourne Percentage would be automatically, and without further action or approval of the Company or Eastbourne, or any of their respective Affiliates or Associates, amended to be the greater of (a) 25% or (b) the percentage (not to exceed 30%) of the Beneficial Ownership of the Common Stock outstanding held by Eastbourne, together with any of their respective Affiliates or Associates, either individually or collectively, as of the Measurement Date. 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 a second amendment to the Rights Agreement in substantially the form attached hereto as Exhibit A (the “Second Amendment”), instruct the Rights Agent to execute the Second Amendment and notify Eastbourne when the Second Amendment has been fully executed. ECM, BBOM, BB I, BB II and Barry 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 Second Amendment. Notwithstanding any other provision hereof or of such Second Amendment, the Second 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.