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. (a) The Company Board has taken all necessary action so that none of the execution or delivery of this Agreement, nor performance by the respective parties hereto of their obligations hereunder, nor any of the Transactions 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 “Share Acquisition Date” (as defined in the Rights Agreement) to occur upon any such event.
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 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 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. 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. 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. Section 2 of the Rights Agreement is amended to read in its entirety as follows:
