Common use of Company Rights Agreement Clause in Contracts

Company Rights Agreement. The Company Rights Plan has been amended to (i) render the Company Rights Plan inapplicable to the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements, (ii) ensure that (x) neither Parent nor Merger Sub, nor any of their affiliates shall be deemed to have become an Acquiring Person (as defined in the Company Rights Plan) pursuant to the Company Rights Plan solely by virtue of the execution of this Agreement, the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements of the consummation of the transactions contemplated hereby or thereby and (y) a Distribution Date, a Shares Acquisition Date (as such terms are defined in the Company Rights Plan) or similar event does not occur by reason of the execution of this Agreement, the Company Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements, the consummation of the Merger, or the consummation of the other transactions, contemplated hereby and thereby, and (iii) provide that the exercise of rights under the Company Rights Plan shall expire immediately prior to the Effective Time.

Company Rights Agreement. The Company Rights Plan has been amended to (i) render the Company Rights Plan inapplicable Agreement to the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements, provide that: (ii) ensure that (xa)(i) neither Parent nor Merger Acquisition Sub, nor any affiliate of their affiliates Parent or Acquisition Sub, shall be deemed to have become be an Acquiring Person (as defined in the Company Rights PlanAgreement), (ii) pursuant to no Distribution Date (as defined in the Company Rights Plan solely by virtue Agreement), Triggering Event (as defined in the Company Rights Agreement) or Shares Acquisition Date (as defined in the Company Rights Agreement) shall be deemed to occur and (iii) the Rights will not separate from the Company Common Stock, in the case of each of clauses "(i)," "(ii)" or "(iii)," as a result of the execution execution, delivery or performance of this Agreement, the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements of the consummation of the transactions contemplated hereby or thereby and (y) a Distribution Date, a Shares Acquisition Date (as such terms are defined in the Company Rights Plan) or similar event does not occur by reason of the execution of this Agreement, the Company Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Stockholder Agreements, the consummation Financing Documents or the purchase of or payment for shares of Company Common Stock pursuant to the MergerOffer, or the consummation of the Merger or any of the other transactionstransactions contemplated by this Agreement or thereby or the public announcement of the execution and delivery of this Agreement, contemplated hereby and thereby, and the Stockholder Agreements or the Financing Documents; (iiib) provide that the exercise of rights under the Company Rights Plan shall expire moment in time immediately prior to the Effective Time shall be the "Final Expiration Date" (as defined in the Company Rights Agreement); and (c) none of the Company, Parent, Acquisition Sub or the Surviving Corporation, nor any of their respective affiliates, shall have any obligations under the Company Rights Agreement to any holder (or former holder) of Rights as of or following the Effective Time.

Company Rights Agreement. The Company Rights Plan has been amended to entering into of this Agreement and the Tender and Support Agreement, and the consummation of the Transactions contemplated hereby and thereby, do not and will not, (i) render the Company Rights Plan inapplicable to the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements, (ii) ensure that (x) neither Parent nor Merger Sub, nor result in any of their affiliates shall be person being deemed to have become a “Beneficial Owner” or an “Acquiring Person Person” (each as defined in the Company Rights PlanAgreement), (ii) result in the ability of any person to exercise any Company Rights under the Company Rights Agreement, (iii) enable or require the Company Rights to separate from the Company Shares to which they are attached or to be triggered or become exercisable or (iv) enable the Company to exchange any Company Rights for shares of the Company’s capital stock, pursuant to the Company Rights Plan solely Agreement. No “Distribution Date,” “Shares Acquisition Date,” or “Triggering Event” (each as defined in the Company Rights Agreement) or similar event has occurred or will occur by virtue reason of (1) the adoption, approval, execution or delivery of this Agreement and the Tender and Support Agreement or the commencement of the execution of this AgreementOffer, the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements of (2) the consummation of the transactions contemplated hereby by this Agreement and the Tender and Support Agreement or thereby and (y3) a Distribution Date, a Shares Acquisition Date (as such terms are defined in the public announcement of any of the foregoing. The Company has not amended the Company Rights Plan) or similar event does not occur by reason of the execution of this Agreement, the Company Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements, the consummation of the Merger, or the consummation of the other transactions, contemplated hereby and thereby, and (iii) provide that the exercise of rights under redeemed the Company Rights Plan shall expire immediately prior thereunder or taken any other action to make the Effective TimeCompany Rights Agreement or the Company Rights thereunder inapplicable, in each case, with respect to (a) any person or entity or (b) any Acquisition Proposal.

Company Rights Agreement. The Company Rights Plan has been amended to (i) render the Company Rights Plan inapplicable to the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting AgreementsAgreements (this Agreement, the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements hereinafter referred to collectively as the "TRANSACTION DOCUMENTS"), (ii) ensure that (x) neither Parent nor Merger Sub, nor any of their affiliates shall be deemed to have become an Acquiring Person (as defined in the Company Rights Plan) pursuant to the Company Rights Plan solely by virtue of the execution of this Agreement, the Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Agreements of Transaction Documents (as defined in Section 2.26) or the consummation of the transactions contemplated hereby or thereby and (y) a Distribution Date, a Shares Acquisition Date (as such terms are term is defined in the Company Rights Plan) or similar event does not occur solely by reason of the execution of this Agreement, the Company Stock Option Agreement, the Company Affiliate Agreements and the Company Voting AgreementsTransaction Documents, the consummation of the Merger, or the consummation of the other transactions, contemplated hereby and thereby, and (iii) provide that the exercise of rights under the Company Rights Plan shall expire immediately prior to the Effective Time, and (iv) that such amendment may not be further amended by the Company without the prior consent of Parent in its sole discretion unless and until this Agreement shall have terminated.

Company Rights Agreement. The Rights Agreement, dated as of December 7, 1994 (the “Company Rights Plan Agreement”), has been or shall be amended to provide that the execution, delivery and performance of this Agreement and the Stockholder Agreements and the consummation of the Merger and the transactions contemplated hereby will not cause any change, effect or result under the Company Rights Agreement, which is adverse to the interests of Buyer or any of it Affiliates, including, without limitation, causing Buyer or any of its Affiliates to become an “Acquiring Person” (ias defined in the Company Rights Agreement) under the Company Rights Agreement. Without limiting the generality of the foregoing, Company represents that it has taken or shall take all necessary actions to (a) render the Company Rights Plan Agreement inapplicable to the Merger and the other transactions contemplated by Merger, this Agreement, the Stock Option Agreement, the Company Affiliate Stockholder Agreements and the Company Voting Agreementstransactions contemplated hereby, (iib) ensure that (xi) neither Parent Buyer nor Merger Sub, nor any of their affiliates Affiliates, shall be deemed to have become an Acquiring Person (as such term is defined in the Company Company’s Rights PlanAgreement) pursuant to the Company Rights Plan solely Agreement by virtue of the execution of this AgreementAgreement or the Stockholder Agreements, the Stock Option Agreement, consummation of the Company Affiliate Agreements and the Company Voting Agreements of Merger or the consummation of the transactions contemplated hereby or thereby thereby, and (yii) a “Distribution Date, a Shares Acquisition Date ” (as such terms are term is defined in the Company Rights PlanAgreement) or similar event does not occur by reason of the execution of this Agreement, Agreement or the Company Stock Option Agreement, the Company Affiliate Agreements and the Company Voting Stockholder Agreements, the consummation of the Merger, Merger or the consummation of the other transactions, transactions contemplated hereby and thereby, and (iiic) provide that the exercise of rights under “Expiration Date” (as such term is defined in the Company Rights Plan Agreement) shall be no later than immediately prior to the Effective Time and that the Company Rights Agreement shall terminate and the preferred share purchase rights thereunder shall expire no later than immediately prior to the Effective Time.