Notices Clause Example with 6 Variations from Business Contracts

Notices. (a) Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall will be sufficiently given or made if, if sent in writing, and when sent writing by overnight delivery service or first-class mail, postage prepaid, or overnight delivery service, addressed (until another address is filed in writing with the Rights Agent) as follows: Ashford P10, Inc. 14185 Dallas Parkway 4514 Cole Avenue, Suite 1100, 1600 Dallas, Texas 75254 75205 Attention: General Counsel Copy to: Cadwalader, Wickersham & Taft Corporate Secretary with a copy to (which copy shall not constitute notice): Olshan Frome Wolosky LLP 200 Liberty Street 1325 Avenue of the Americas New York, New York 10281 NY 10019 Attention: Richard M. Brand Adam W. Finerman, Esq. (b) Subject to the provisions of Section 21, 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be deemed given if in writing and upon receipt and shall will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service or registered or certified mail service, addressed (until another address is filed in writing with the Company) as follows: Computershare American Stock Transfer & Trust Company, N.A. 250 Royall Street Canton, MA 02021 LLC 6201 15th Avenue Brooklyn, New York 11219 Attention: Client Services Stock Transfer Administration With a copy to (which copy shall not constitute notice): American Stock Transfer & Trust Company, LLC 48 Wall Street, 22nd Floor New York, New York 10005 Attention: Legal Department (c) Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall (or, if prior to the Distribution Date, to the holder of any Common Shares) will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service, addressed to such holder at the address of such holder as shown on the registry books of the Company. -30- 35 27. Supplements and Amendments. The Prior to the time at which any Person becomes an Acquiring Person, and subject to the penultimate sentence of this Section 27, the Company may from time to time, may, in its sole and absolute discretion, and the Rights Agent shall will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights or Common Shares. At any time, and subject to the penultimate sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates the Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to make supplement or amend the provisions hereunder in any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights manner which the Company may deem necessary or desirable; provided, however, that, from and after such the time as any Person becomes an Acquiring Person, this Agreement no such supplement or amendment shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and its Affiliates and Associates). no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable other than in accordance with the terms of this Section 27. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Company Rights and such procedures for the exercise thereof, if any, as the Board may at any time prior determine to such time as any Person becomes an Acquiring Person amend be appropriate. Notwithstanding anything in this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof contrary, any supplement or amendment to not less than 5% (the "Reduced Threshold"); provided, however, that no Person who, at the time of the amendment setting this Agreement shall be evidenced by a Reduced Threshold, beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares writing signed by the Company) to an amount equal to or greater than Company and the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Rights Agent. Upon the delivery of a certificate from an Authorized Officer appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment. amendment; provided, however, that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right. Notwithstanding anything in this Agreement to the contrary, the Rights Agent limitations on the ability of the Board to amend this Agreement set forth in this Section 27 shall not be required affect the power or ability of the Board to execute take any supplement other action that is consistent with its fiduciary duties under applicable Delaware law, including, without limitation, accelerating or extending the Expiration Date or making any other amendment to this Agreement that it has determined would adversely affect is permitted by this Section 27 or adopting a new stockholder rights agreement with such terms as the Board determines in its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment sole discretion to this Agreement shall be effective unless duly executed by the Rights Agent. appropriate. View More

Notices. (a) Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall will be sufficiently given or made if, if sent in writing, and when sent writing by overnight delivery service or first-class mail, postage prepaid, or overnight delivery service, addressed (until another address is filed in writing with the Rights Agent) as follows: Ashford Hudson Global, Inc. 14185 Dallas Parkway Suite 1100, Dallas,... Texas 75254 Attention: General Counsel Copy to: Cadwalader, Wickersham & Taft LLP 200 Liberty Street 1325 Avenue of the Americas New York, New York 10281 10019 Attention: Richard M. Brand Corporate Secretary (b) Subject to the provisions of Section 21, 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be deemed given if in writing and upon receipt and shall will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service or registered or certified mail service, addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 250 Royall Street Canton, MA Massachusetts 02021 Attention: Client Services (c) Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall (or, if prior to the Distribution Date, to the holder of any Common Shares) will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. -30- 35 27. Supplements and Amendments. The Prior to the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the Company may from time to time, may, in its sole and absolute discretion, and the Rights Agent shall will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights or Common Shares. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates the Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to make supplement or amend the provisions hereunder in any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights manner which the Company may deem necessary or desirable; provided, however, that, from and after that no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and its Affiliates and Associates). no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable other than in accordance with the terms of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Company Rights and such procedures for the exercise thereof, if any, as the Board may at any time prior determine to such time as any Person becomes an Acquiring Person amend be appropriate. Notwithstanding anything in this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof contrary, any supplement or amendment to not less than 5% (the "Reduced Threshold"); provided, however, that no Person who, at the time of the amendment setting this Agreement shall be evidenced by a Reduced Threshold, beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares writing signed by the Company) to an amount equal to or greater than Company and the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Rights Agent. Upon the delivery of a certificate from an Authorized Officer appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment. amendment; provided, however, that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right. Notwithstanding anything in this Agreement to the contrary, the Rights Agent limitations on the ability of the Board to amend this Agreement set forth in this Section 27 shall not be required affect the power or ability of the Board to execute take any supplement other action that is consistent with its fiduciary duties under applicable Delaware law, including, without limitation, accelerating or extending the Expiration Date or making any other amendment to this Agreement that it has determined would adversely affect is permitted by this Section 27 or adopting a new stockholder rights agreement with such terms as the Board determines in its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment sole discretion to this Agreement shall be effective unless duly executed by the Rights Agent. appropriate. View More

Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if, if in writing, writing and when sent by overnight delivery service or first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Ashford Avis Budget Group, Inc. 14185 Dallas Parkway Suite 1100, Dallas, Texas 75254 6 Sylvan Way Parsippany, New... Jersey 07054 Attention: General Counsel Copy David Wyshner Michael Tucker with a copy (which shall not constitute notice) to: Cadwalader, Wickersham Kirkland & Taft Ellis LLP 200 Liberty Street 601 Lexington Avenue New York, New York 10281 10022 Attention: Richard M. Brand David Fox Daniel Wolf Michael Brueck Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be deemed given if in writing and upon receipt and shall be sufficiently given or made if in writing when sent by overnight delivery service or registered or certified mail addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021 Attention: Client Services Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if in writing, when sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. -30- 27. Supplements and Amendments. The Company may from time to time, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates). Without limiting Associates and any other Person with whom such Person is Acting in Concert). For the foregoing, avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may at any time prior deem necessary or desirable to such time as any Person becomes an Acquiring Person amend this Agreement to lower facilitate the thresholds set forth in Section 1(a) and 3(a) hereof to not less than 5% (the "Reduced Threshold"); provided, however, that no Person who, at the time exercise, exchange, trading, issuance or distribution of the amendment setting a Reduced Threshold, beneficially owns a number of Common Shares equal Rights (and Preferred Shares) as contemplated hereby and to or greater than ensure that an Excluded Person does not obtain the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement benefits thereof, and amendments in respect of the Reduced Threshold, increase its beneficial ownership foregoing shall not be deemed to adversely affect the interests of the then outstanding Common Shares (other than as a result holders of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Upon the delivery of a certificate from an Authorized Officer which states that the proposed Rights. Any supplement or amendment is in compliance with the terms of authorized by this Section 27, 27 will be evidenced by a writing signed by the Company and the Rights Agent shall execute Agent, subject to certification by any of the officers of the Company listed in Section 20.2 that any such supplement or amendment. amendment complies with this Section 27. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent shall not under this Agreement will be required to execute any effective against the Rights Agent without the execution of such supplement or amendment to this Agreement that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. View More

Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if, if in writing, writing and when sent by overnight delivery service or first-class mail, postage prepaid, properly addressed (until another address is filed in writing with the Rights Agent) as follows: Ashford Avis Budget Group, Inc. 14185 Dallas Parkway Suite 1100, Dallas, Texas 75254 6 Sylvan Way... Parsippany, New Jersey 07054 Attention: General Counsel Copy Michael Tucker with a copy (which shall not constitute notice) to: Cadwalader, Wickersham Kirkland & Taft Ellis LLP 200 Liberty Street 601 Lexington Avenue New York, New York 10281 10022 Attention: Richard M. Brand Daniel Wolf Michael Brueck Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be deemed given if in writing and upon receipt and shall be sufficiently given or made if in writing when sent by overnight delivery service or registered or certified mail properly addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021 Attention: Client Services Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if in writing, when sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. -30- 27. Supplements and Amendments. The Company may from time to time, and the Rights Agent shall if the Company so directs, directs in writing, supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates). Without limiting For the foregoing, avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may at any time prior deem necessary or desirable to such time as any Person becomes an Acquiring Person amend this Agreement to lower facilitate the thresholds set forth in Section 1(a) and 3(a) hereof to not less than 5% (the "Reduced Threshold"); provided, however, that no Person who, at the time exercise, exchange, trading, issuance or distribution of the amendment setting a Reduced Threshold, beneficially owns a number of Common Shares equal Rights (and Preferred Shares) as contemplated hereby and to or greater than ensure that an Excluded Person does not obtain the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement benefits thereof, and amendments in respect of the Reduced Threshold, increase its beneficial ownership foregoing shall not be deemed to adversely affect the interests of the then outstanding Common Shares (other than as a result holders of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Upon the delivery of a certificate from an Authorized Officer which states that the proposed Rights. Any supplement or amendment is in compliance with the terms of authorized by this Section 27, 27 will be evidenced by a writing signed by the Company and the Rights Agent shall execute Agent, subject to certification by any of the officers of the Company listed in Section 20.2 that any such supplement or amendment. amendment complies with this Section 27. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be required to execute any supplement or amendment to this Agreement that it has reasonably determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. hereunder. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. View More

Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if, if in writing, writing and when sent by overnight delivery service or first-class mail, postage prepaid, properly addressed (until another address is filed in writing with the Rights Agent) as follows: Ashford Spectrum Brands Holdings, Inc. 14185 Dallas Parkway Suite 1100, Dallas, Texas 75254 3001 Deming... Way Middleton, WI 53562 Attention: General Counsel Copy to: Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, New York 10281 Attention: Richard M. Brand Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be deemed given if in writing and upon receipt and shall be sufficiently given or made if in writing when sent by overnight delivery service or registered or certified mail properly addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021 Attention: Client Services Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if in writing, when sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. -30- 27. Supplements and Amendments. The Company may from time to time, and the Rights Agent shall if the Company so directs, directs in writing, supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates). Without limiting For the foregoing, avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may at any time prior deem necessary or desirable to such time as any Person becomes an Acquiring Person amend this Agreement to lower facilitate the thresholds set forth in Section 1(a) and 3(a) hereof to not less than 5% (the "Reduced Threshold"); provided, however, that no Person who, at the time exercise, exchange, trading, issuance or distribution of the amendment setting a Reduced Threshold, beneficially owns a number of Common Shares equal Rights (and Preferred Shares) as contemplated hereby and to or greater than ensure that an Excluded Person does not obtain the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement benefits thereof, and amendments in respect of the Reduced Threshold, increase its beneficial ownership foregoing shall not be deemed to adversely affect the interests of the then outstanding Common Shares (other than as a result holders of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Upon the delivery of a certificate from an Authorized Officer which states that the proposed Rights. Any supplement or amendment is in compliance with the terms of authorized by this Section 27, 27 will be evidenced by a writing signed by the Company and the Rights Agent shall execute Agent, subject to certification by any of the officers of the Company listed in Section 20.2 that any such supplement or amendment. amendment complies with this Section 27. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be required to execute any supplement or amendment to this Agreement that it has reasonably determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. View More

Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be in writing and shall be sufficiently given or made if, in writing, and when if sent by overnight delivery service or first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Ashford American Finance Trust, Inc. 14185 Dallas Parkway Suite 1100, Dallas, Texas 75254 650 Fifth... Avenue – 30th Floor New York, NY 10019 Attention: General Counsel Legal Department Copy to: Cadwalader, Wickersham & Taft Proskauer Rose LLP 200 Liberty Street New York, New York 10281 Attention: Richard M. Brand 70 West Madison #3800 Chicago, Illinois 60602 Attn: Michael J. Choate, Esq. Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be deemed given if in writing and shall be deemed given upon receipt and shall be sufficiently given or made if sent by overnight delivery service or registered or certified mail addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 250 150 Royall Street Canton, MA Massachusetts 02021 Attention: Client Services Legal Department Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the a holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such the holder at the address of such the holder as shown on the registry books of the Company. -30- 27. Supplements and Amendments. The Company may from time to time, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates). Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes becoming an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof 1.1 to not less than 5% 4.0% (the "Reduced Threshold"); Reduced Threshold); provided, however, further, that no Person who, at the time of the amendment setting a Reduced Threshold, beneficially owns Beneficially Owns a number of shares of Class A Common Shares Stock equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership Beneficial Ownership of the then outstanding shares of Class A Common Shares Stock (other than as a result of an acquisition of shares of Class A Common Shares Stock by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership Beneficial Ownership of such Person as a percentage of the outstanding shares of Class A Common Shares Stock as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights Agent. Upon the delivery of a certificate from an Authorized Officer which the chief executive officer or chief financial officer that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory of the Rights Agent shall execute such supplement or amendment. Notwithstanding amendment; provided, however, that notwithstanding anything in this Agreement to the contrary, no supplement, modification or amendment will be effective without the execution of such supplement or amendment by the Rights Agent and the Rights Agent shall not be required have no duty to execute any supplement such supplement, amendment or amendment modification to this Agreement that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment to 37 28.Successors. All the covenants and provisions of this Agreement shall be effective unless duly executed by or for the benefit of the Company or the Rights Agent. Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. View More