Common use of Rights Amendment Clause in Contracts

Rights Amendment. The Company and its Board of Directors have taken all necessary action to render the Rights Agreement inapplicable to the Transactions, and neither the execution and delivery of this Agreement nor the consummation of any of the Transactions will result in the occurrence of a Distribution Date (as defined in the Rights Agreement) or otherwise cause the Rights to become exercisable by the holders thereof. From and after the Holding Company Merger, the Rights Agreement shall apply in respect of Nortek Holdings and shall be void and of no further force or effect with respect to Nortek. For purposes of this Agreement, "Rights Agreement" means the Second Amended and Restated Rights Agreement, dated April 1, 1996, as amended, between the Company and EquiServe Trust Company, N.A., as Rights Agent, and "Rights" shall have the meaning specified therein.