Rights Agreement Amendment. Subject to the terms and conditions of this Agreement, the Parent shall promptly enter into an amendment to the Rights Agreement (the "Rights Agreement Amendment") pursuant to which the Rights Agreement and the Rights Agreement Rights will not be applicable to the Merger shall not result in a "Distribution Date" under the Rights Agreement and consummation of the Merger shall not result in the Company or its affiliates being an "Acquiring Person" or result in the occurrence of a "Flip-In Event" or a "Flip-Over Event" thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Grancare Inc), Agreement and Plan of Merger (Living Centers of America Inc)
Rights Agreement Amendment. Subject to the terms and conditions of this Agreement, the Parent shall promptly enter into an amendment to the Rights Agreement (the "Rights Agreement Amendment") pursuant to which the Rights Agreement and the Rights Agreement Rights will not be applicable to the Merger Merger, shall not result in a "Distribution Date" under the Rights Agreement and consummation of the Merger shall not result in the Company or its affiliates being an "Acquiring Person" or result in the occurrence of a "Flip-Flip- In Event" or a "Flip-Over Event" thereunder.. Section 5.10
Appears in 1 contract
Samples: And Restated Agreement and Plan of Merger (New Grancare Inc)
Rights Agreement Amendment. Subject to the terms and conditions of this Agreement, the Parent shall promptly enter into an amendment to the Rights Agreement (the "Rights Agreement Amendment") pursuant to which the Rights Agreement and the Rights Agreement Rights will not be applicable to the Merger Merger, shall not result in a "Distribution Date" under the Rights Agreement and consummation of the Merger shall not result in the Company or its affiliates being an "Acquiring Person" or result in the occurrence of a "Flip-In Event" or a "Flip-Over Event" thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Living Centers of America Inc)
