Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) to the contrary, none of UNCN Holdings, Inc., a Delaware corporation (“Parent”), UNCN Acquisition Corp., a Delaware corporation (“Merger Sub”), any employees or stockholders of the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub in exchange for shares of Parent capital stock immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution Agreements”), or any of their respective Affiliates or Associates (including without limitation Welsh, Carson, Anderson & Stowe X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partners), either individually, collectively or in any combination, shall be deemed to be an “Acquiring Person” solely by virtue or as a result of (i) the approval, execution, delivery, adoption or performance of the Agreement and Plan of Merger, dated as of January 7, 2007, among Parent, Merger Sub and the Company (as it may be amended or supplemented from time to time, the “Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger Agreement) or any other transactions contemplated thereby or (iii) the execution, delivery or performance of the Contribution Agreements (such actions described in this sentence, collectively, the “Permitted Events”, and individually, a “Permitted Event”).”
Amendments to Rights Agreement. (a) Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Acquiring Person”: “Notwithstanding anything in this Agreement to the contrary, neither The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), nor any of its Affiliates or Associates shall be deemed to be an Acquiring Person solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.”
Amendments to Rights Agreement. If the Company undertakes the purchase of any Common Stock under circumstances in which any exercise of Warrants would be considered to cause Buyer and its Affiliates to become an "Acquiring Person" under the Rights Agreement, the Company agrees to amend the Rights Agreement to either (i) include the Buyer and its Affiliates in the definition of an "Initial Shareholder", or (ii) change the definition of "Exempt Person" so as to exclude any exercise of the Warrants from being considered as an additional purchase of shares of Common Stock for purposes of the Rights Agreement. The Company agrees to amend the Rights Agreement prior to Closing to the extent, if any, necessary to prevent any of the transactions contemplated hereby, including any issuance of Warrant Shares, to cause an issuance of certificates under Section 3 of the Rights Agreement or a Triggering Event under the Rights Agreement.
Amendments to Rights Agreement. (a) The first paragraph of the Rights Agreement shall be amended and restated and replaced in its entirety with the following language: “This Third Amended and Restated Investors’ Rights Agreement (“Rights Agreement”) is entered into as of March 9, 2007 by and between Endocyte, Inc., a Delaware corporation (the “Company”), the individuals or entities listed on the Schedule I hereto (the “Investors”), and GE Healthcare Financial Services, Inc. (“GE Healthcare”) and Oxford Finance Corporation (“Oxford”) (GE Healthcare and Oxford also “Investors,” except with respect to Section 3.1, Section 4, and Section 5 hereof). This Agreement amends and restates the Second Amended and Restated Investors’ Rights Agreement entered into by and between the Company and certain of the Investors, dated November 23, 2004.”