Rights Plan Amendment. (a) From the date of this Agreement until the earlier to occur of the termination Agreement pursuant Article VIII hereof or the Effective Time, ------------ the Company and the Company Board shall not amend or modify, or take any other action with regard to the Company Rights Plan in any manner, or take any other action so as to (i) render the Company Rights Plan inapplicable to any transaction other than the Merger and other transactions contemplated by this Agreement and the Company Voting Agreements and the transactions contemplated thereby, or (ii) permit any person (other than Parent, Merger Sub or any of their affiliates) who would otherwise be an Acquiring Person (as defined in the Company Rights Plan) not to be an Acquiring Person thereunder, or (iii) provide that a Distribution Date or a Stock Acquisition Date (as such terms are defined in the Company Rights Plan) or similar event does not occur as promptly as practicable by reason of the execution of any agreement or transaction other than this Agreement and the Company Voting Agreements and the Merger and the agreements and transactions contemplated hereby and thereby, or (iv) except as specifically contemplated by this Agreement, otherwise affect the rights of holders of Company Rights, or (v) otherwise render the Company Rights Plan applicable to Parent or its affiliates.
Rights Plan Amendment. The Rights Plan shall have been amended by an amendment thereto in the form of Exhibit G hereto (the "Rights Plan Amendment") and such amendment shall be in full force and effect.
Rights Plan Amendment. The Company has taken all action, if any, necessary or appropriate so that the execution of this Agreement and the consummation of the purchase of Series A Shares and Series B Shares pursuant to this Agreement do not and will not result in the ability of any Person to exercise any Rights (as defined in the Rights Agreement) under the Rights Agreement or enable or require any Rights to separate from the Shares to which they are attached or to be triggered or to become exercisable.
Rights Plan Amendment. 50 6.13 Directors' and Officers' Indemnification....................... 50 6.14
Rights Plan Amendment. Parent and American Stock Transfer & Trust Company, as Rights Agent, shall have entered into the Rights Plan Amendment.
Rights Plan Amendment. Prior to the Effective Time (as defined in the Merger Agreement), the Company shall have adopted the HCR Rights Plan Amendment and from and after the Effective Time, the Company shall not amend or modify such Rights Plan Amendment without the consent of Stewxxx Xxxxxx Xx. xx his designee or adopt any stockholder rights plan after the Effective Time inconsistent with the purposes of the Rights Plan Amendment.
Rights Plan Amendment. The Issuer shall have entered into an amendment to that certain Rights Agreement, dated as of June 14, 1999, between the Issuer and Computershare Limited, as rights agent, pursuant to which the issuance of Conversion Shares and Warrant Shares would be permitted under the terms of such agreement (such amendment to be in form and substance acceptable to the Agent in its sole and absolute discretion).
Rights Plan Amendment. The Rights Plan Amendment has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
Rights Plan Amendment. Steinway entered into Amendment No. 3 dated August 14, 2013 (the “Rights Plan Amendment”) to Rights Agreement dated September 26, 2011, as amended by Amendment No. 1 to Rights Agreement dated February 20, 2013, and Amendment No. 2 Rights Agreement dated June 30, 2013, by and between Steinway and Continental Stock Transfer & Trust Company, as Rights Agent. The Rights Plan Amendment provides that the Merger Agreement and related transactions, including the consummation of the Offer and the Merger and any related transactions, will not cause the Rights to become exercisable or cause any of the other protective features afforded to Steinway under the Rights Plan to come into effect. Under the Rights Plan Amendment, no party to the Merger Agreement or the related transactions shall be deemed to be the Beneficial Owner (as defined in the Table of Contents Rights Plan) of any common shares held by any other party solely by virtue of the approval, execution, delivery and/or the existence of the Merger Agreement or the related transactions or the performance of such party’s rights and obligations under the Merger Agreement or the related transactions. The Rights Plan Amendment further provides that all Rights established under the Rights Plan shall automatically expire immediately prior to the closing of the Offer. The foregoing description of the Rights Plan Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Rights Plan Amendment attached as Exhibit 10.1 to Steinway’s Current Report on Form 8-K filed August 14, 2013, which is incorporated herein by reference.
Rights Plan Amendment. The Company shall take all action necessary to cause the Rights Agreement dated as of February 19, 1998 by and between the Company and ChaseMellon Shareholder Services, L.L.C. as Rights Agent (as amended, the "Trico Rights Agreement"), to be amended prior to the First Closing Date so that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall not cause the rights issued pursuant to the Trico Rights Agreement to become exercisable under the Trico Rights Agreement.
