The Rights Agreement Sample Contracts

FORM OF]
The Rights Agreement • September 22nd, 2006 • Angelica Corp /New/ • Services-personal services
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
The Rights Agreement • March 6th, 2006 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York

This Amendment No. 2, dated as of March 3, 2006 (this “Amendment”), between Telewest Global, Inc., a Delaware corporation (the “Corporation”), and The Bank of New York, a New York trust company, as Rights Agent (the “Rights Agent”) to the Rights Agreement, dated as of March 25, 2004, and as amended by Amendment No. 1 dated as of October 2, 2005 (the “Rights Agreement”); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

THIRD AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • June 4th, 2015 • Ctrip Com International LTD • Services-business services, nec • New York

THIRD AMENDMENT (this “Amendment”) dated as of May 29, 2015, to the RIGHTS AGREEMENT dated as of November 23, 2007 (the “Rights Agreement”), between Ctrip.com International, Ltd., a company incorporated with limited liability under the Cayman Islands Companies Law (the “Company”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation (the “Rights Agent”), as amended by a First Amendment to the Rights Agreement dated as of August 7, 2014, entered into by and between the Company and the Rights Agent (“Amendment No. 1”) and a Second Amendment to the Rights Agreement dated as of August 7, 2014, entered into by and between the Company and the Rights Agent (“Amendment No. 2” and Amendment No. 1 are collectively, the “Prior Amendments”). Capitalized terms used herein shall have the same meanings ascribed to them in the Rights Agreement, as amended.

FIRST AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • December 23rd, 2009 • Chattem Inc • Pharmaceutical preparations • Tennessee

THIS AMENDMENT dated as of December 21, 2009 (this “Amendment”), amends the Rights Agreement, dated as of January 27, 2000 (the “Agreement”), by and between CHATTEM, INC. (the “Company”), a Tennessee corporation, and SUNTRUST BANK, ATLANTA, a Georgia banking corporation (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • October 13th, 2009 • Providence Service Corp • Services-social services • Delaware

THIS AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”), dated as of October 9, 2009, to the Preferred Stock Rights Agreement, dated as of December 9, 2008 (the “Rights Agreement”), by and between The Providence Service Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

FIRST AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • March 22nd, 2007 • Claires Stores Inc • Retail-apparel & accessory stores • Florida

FIRST AMENDMENT TO THE RIGHTS AGREEMENT, dated as of March 20, 2007 (this “Amendment”) to the Rights Agreement, dated as of May 30, 2003 (the “Rights Agreement”), by and between Claire’s Stores, Inc. (the “Company”) and American Stock Transfer and Trust Company, as successor to Wachovia Bank, N.A., as Rights Agent (the “Rights Agent”). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement.

THIRD AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • December 16th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware

This THIRD AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of December 16, 2011, between Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Rights Agreement.

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
The Rights Agreement • July 13th, 2010 • CKX, Inc. • Services-motion picture & video tape production • Delaware

AMENDMENT, dated as of July 13, 2010 (this “Amendment”), between CKx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC as Rights Agent (the “Rights Agent”) to the Rights Agreement, dated as of June 24, 2010 (the “Rights Agreement”), between the Company and the Rights Agent.

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
The Rights Agreement • April 28th, 2006 • Navigant International Inc • Transportation services • Delaware

This Amendment No. 1 to the Rights Agreement (this “Amendment”), is made and entered into as of the 26th day of April, 2006, between Navigant International, Inc. (the “Company”) and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Rights Agreement (as defined below).

AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • November 19th, 2015 • Airgas Inc • Wholesale-industrial machinery & equipment • Delaware

This Amendment, dated as of November 17, 2015, by and between Airgas, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. is to the Rights Agreement, dated as of May 8, 2007, between the Company and The Bank of New York as initial rights agent, as supplemented by the Transfer Agent Services Agreement, dated as of December 5, 2011, by and between the Company and Wells Fargo Bank, N.A. (the “Rights Agent”), as successor to The Bank of New York (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Rights Agreement.

AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT
The Rights Agreement • November 3rd, 2008 • Technitrol Inc • Electronic components, nec

THIS AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of September 5, 2008 by and between TECHNITROL, INC., a Pennsylvania corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Rights Agent”).

AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT BETWEEN BROOKS AUTOMATION, INC. AND EQUISERVE TRUST COMPANY, N.A.
The Rights Agreement • July 11th, 2005 • Brooks Automation Inc • Special industry machinery, nec • Delaware

This AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of July 8, 2005, between Brooks Automation, Inc., a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A. (the “Rights Agent”). Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings given them in the Rights Agreement.

FIRST AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • May 16th, 2014 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • April 24th, 2014 • Mallinckrodt PLC • Pharmaceutical preparations • New York

This AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”), executed as a Deed Poll, is made and entered into as of April 23, 2014, between Mallinckrodt plc, an Irish public limited company (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). All capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Rights Agreement.

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
The Rights Agreement • October 3rd, 2005 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York

This Amendment No. 1, dated as of October 2, 2005 (this “Amendment”), between Telewest Global, Inc., a Delaware Corporation (the “Corporation”), and The Bank of New York, a New York trust company, as Rights Agent (the “Rights Agent”) to the Rights Agreement, dated as of March 25, 2004 (the “Rights Agreement”); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

FIRST AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • March 15th, 2004 • Gold Banc Corp Inc • National commercial banks

This First Amendment to the Rights Agreement (the "Amendment"), dated as of February 24, 2004, is entered into by and between Gold Banc Corporation, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"). Unless otherwise defined herein, all capitalized terms have the meanings ascribed to them in the Rights Agreement.

FIRST AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • November 19th, 2008 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware

This FIRST AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of November 19, 2008, between Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Rights Agreement.

AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT
The Rights Agreement • June 16th, 2017 • The9 LTD • Services-business services, nec • New York

This Amendment No. 3 dated as of June 16, 2017 (this “Amendment”) to the Rights Agreement, dated as of January 8, 2009, as amended on March 9, 2009 and June 8, 2017 (the “Rights Agreement”), is made by and between The9 Limited, a company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and The Bank of New York Mellon, a New York banking corporation (in its capacity as the rights agent, the “Rights Agent”). Capitalized terms used herein and not defined shall have the meaning specified in the Rights Agreement.

SECOND AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • May 10th, 2013 • BMC Software Inc • Services-prepackaged software • Delaware

This SECOND AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of May 10, 2013, between BMC Software, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Rights Agreement.

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
The Rights Agreement • July 7th, 2009 • Quest Resource Corp • Crude petroleum & natural gas

THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT, dated as of July 2, 2009 (“Amendment No. 1”), is made between Quest Resource Corporation, a Nevada corporation (the “Company”), and Computershare Trust Company, N.A., as successor rights agent to UMB Bank, N.A. (the “Rights Agent”).

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
The Rights Agreement • April 25th, 2005 • Labone Inc/ • Services-medical laboratories

THIS AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT, dated as of April 20, 2005, is made between LabOne, Inc., a Missouri corporation (the "Company"), and American Stock Transfer & Trust Company (the "Rights Agent").

AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • July 30th, 2013 • Health Management Associates, Inc • Services-general medical & surgical hospitals, nec • Delaware

THIS AMENDMENT dated as of July 29, 2013 (this “Amendment”), amends the Rights Agreement, dated as of May 24, 2013 (the “Rights Agreement”), by and between Health Management Associates, Inc., a Delaware corporation (the “Corporation”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement.

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
The Rights Agreement • September 8th, 2008 • Captaris Inc • Services-prepackaged software • New York

This Amendment No. 1 (this “Amendment”) to the Rights Agreement dated as of January 24, 2001 (the “Rights Agreement”) between Captaris, Inc., a Washington corporation (formerly AVT Corporation) (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”) is made as of September 3, 2008.

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
The Rights Agreement • June 29th, 2020 • Synalloy Corp • Steel pipe & tubes • Delaware

This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is dated as of June 27, 2020 (the “Effective Date”) and amends the Rights Agreement, dated as of March 31, 2020 (the “Rights Agreement”), by and between Synalloy Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

FIRST AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • August 8th, 2014 • Ctrip Com International LTD • Services-business services, nec • New York

FIRST AMENDMENT (this “Amendment”) dated as of August 7, 2014, to the RIGHTS AGREEMENT dated as of November 23, 2007 (the “Rights Agreement”), between Ctrip.com International, Ltd., a company incorporated with limited liability under the Cayman Islands Companies Law (the “Company”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation (the “Rights Agent”). Capitalized terms used herein shall have the same meanings ascribed to them in the Rights Agreement.

AMENDMENT NO. ONE TO THE RIGHTS AGREEMENT dated as of October 17, 2000 between WARWICK COMMUNITY BANCORP, INC. and REGISTRAR AND TRANSFER COMPANY as Rights Agent
The Rights Agreement • September 18th, 2002 • Warwick Community Bancorp Inc • Savings institutions, not federally chartered

WHEREAS, the purpose of this document (this "Amendment") is to amend the Rights Agreement, dated as of October 17, 2000, between Warwick Community Bancorp, Inc. and Registrar and Transfer Company, as Rights Agent (the "Rights Agreement"); and

SEVENTH AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • November 14th, 2019 • Trip.com Group LTD • Services-business services, nec • New York

SEVENTH AMENDMENT (this “Amendment”) dated as of November 13, 2019, to the RIGHTS AGREEMENT dated as of November 23, 2007 (the “Rights Agreement”), between Trip.com Group Limited, a company incorporated with limited liability under the Cayman Islands Companies Law (the “Company”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation (the “Rights Agent”), as amended by a First Amendment to the Rights Agreement dated as of August 7, 2014, entered into by and between the Company and the Rights Agent (“Amendment No. 1”), a Second Amendment to the Rights Agreement dated as of August 7, 2014, entered into by and between the Company and the Rights Agent (“Amendment No. 2”), a Third Amendment to the Rights Agreement dated as of May 29, 2015, entered into by and between the Company and the Rights Agent (“Amendment No. 3”), a Fourth Amendment to the Rights Agreement dated as of October 26, 2015, entered into by and between the Company and the R

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
The Rights Agreement • June 9th, 2017 • The9 LTD • Services-business services, nec • New York

This Amendment No. 2 dated as of June 8, 2017 (this “Amendment”) to the Rights Agreement, dated as of January 8, 2009, as amended on March 9, 2009 (the “Rights Agreement”), is made by and between The9 Limited, a company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and The Bank of New York Mellon, a New York banking corporation (in its capacity as the rights agent, the “Rights Agent”). Capitalized terms used herein and not defined shall have the meaning specified in the Rights Agreement.

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT BETWEEN QUALSTAR CORPORATION AND CORPORATE STOCK TRANSFER, INC. AS RIGHTS AGENT DATED AS OF FEBRUARY 5, 2013
The Rights Agreement • July 12th, 2013 • Qualstar Corp • Magnetic & optical recording media • California

This Amendment No. 1 to the Rights Agreement between Qualstar Corporation and Corporate Stock Transfer, Inc. as Rights Agent, dated as Of February 5, 2013 (this “Amendment”) is made and entered into as of July 3, 2013, by and among Qualstar Corporation, a California corporation (the “Company”) and Corporate Stock Transfer, Inc., a Colorado corporation (the “Rights Agent”).

FIRST AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • May 6th, 2013 • BMC Software Inc • Services-prepackaged software • Delaware

This FIRST AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of May 4, 2013, between BMC Software, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Rights Agreement.

SECOND AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • May 16th, 2014 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware

This SECOND AMENDMENT TO THE RIGHTS AGREEMENT, (this “Amendment”) is made as of May 15, 2014, and amends that certain Rights Agreement, dated as of February 4, 2009, as amended by the First Amendment to the Rights Agreement dated May 15, 2014 (the “Rights Agreement”), and is by and between Earthstone Energy, Inc., a Delaware corporation (the “Company”) and Direct Transfer LLC, a Delaware limited liability company, as Rights Agent.