Supplements and Amendments. Subject to this Section 27, the Company may in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or Common Shares, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last 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 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 supplement or amend the provisions hereunder in any manner which the Company may deem desirable; provided, however, that no such supplement or amendment shall 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 no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions 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 Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent will execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, (a) no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right; and (b) the Rights Agent may, and shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent's own rights, duties, obligations or immunities under this Agreement. 38 28. Successors: Certain Covenants. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent will be binding on and inure to the benefit of their respective successors and assigns hereunder.
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Supplements and Amendments.
Subject to this Section 27, the The Company may
in its sole and absolute discretion, from time to time, and the Rights Agent
will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or Common Shares, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to... the last sentence of this Section 27, the Company may, and the Rights Agent will shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights or Common Shares Right Certificates 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) or to shorten make any change to or lengthen delete any time period hereunder provision hereof or (iv) to supplement or amend adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable; provided, however, that no that, from and after such supplement time as any Person becomes an Acquiring Person, this Agreement shall not be amended or amendment shall supplemented in any manner which would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person and its Affiliates and Associates). Without limited the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower 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 of the amendment setting a Reduced Threshold, Beneficially Owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Affiliate or Associate 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 Acquiring Person), and no 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%. Any supplement or amendment shall cause authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions 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 Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent will execute such supplement or amendment. Agent. Notwithstanding anything in this Agreement to the contrary, (a) no supplement or amendment may be made which decreases that changes the stated Redemption Price to an amount less than $0.001 per Right; rights and (b) duties of the Rights Agent may, and shall not under this Agreement will be obligated to, enter into any effective against the Rights Agent without the execution of such supplement or amendment that affects by the Rights Agent's own rights, duties, obligations or immunities under this Agreement. 38 28. Successors: Certain Covenants. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent will be binding on and inure to the benefit of their respective successors and assigns hereunder. Agent.
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Supplements and Amendments.
Subject (a) Prior to
this Section 27, the Distribution Date, the Company
may in its sole and absolute discretion, and the Rights Agent will if the Company so directs, may, subject to Section 27(b), supplement or amend any provision of
this Agreement without the approval of any holders of certificates evidencing shares of Common Stock. From and after the Distribution Date, the Company may, subject to Section 27(b), supplement or amend this Agreement in any respect without the approval of any
... holders of Rights or Common Shares, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last 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 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) subject to the proviso to this sentence, to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable; provided, however, that no such supplement necessary or amendment desirable and which shall not adversely affect the interests of the holders of Rights as such Right Certificates (other than an the interests of any Acquiring Person or an Affiliate or Associate of an Acquiring Person), Persons and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, their respective Affiliates and Associates); provided, however, that this Agreement may not be so supplemented or amended to provide for lengthen any time period pursuant to subparagraph (iii) hereof unless such voting powers lengthening is for the Rights purpose of protecting, enhancing or clarifying the rights of, and such procedures for the exercise thereof, if any, as benefits to, the Board holders of Directors Rights. For purposes of this Section 27(a), prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of shares of Common Stock. (b) If the Company may determine to be appropriate. Upon the delivery of delivers a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states stating that the a proposed supplement or amendment is in compliance with Section 27(a), and such supplement or amendment does not adversely affect the terms rights or obligations of this Section 27, the Rights Agent will under Sections 18 or 20, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, (a) no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right; and (b) the Rights Agent may, and shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent's own rights, duties, obligations or immunities under this Agreement. 38 28. Successors: Certain Covenants. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent will be binding on and inure to the benefit of their respective successors and assigns hereunder.
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Supplements and Amendments.
Subject to this Section 27, the The Company may
in its sole and absolute discretion, from time to time, and the Rights Agent
will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or Common Shares, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to... the last sentence of this Section 27, the Company may, and the Rights Agent will shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights or Common Shares Right Certificates 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) or to shorten make any change to or lengthen delete any time period hereunder provision hereof or (iv) to supplement or amend adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable; provided, however, that no that, from and after such supplement time as any Person becomes an Acquiring Person, this Agreement shall not be amended or amendment shall supplemented in any manner which would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person and its Affiliates and Associates). Without limited the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the 15% threshold set forth in Section 1.1 hereof to not less than 5% (the "Reduced Threshold"); provided, however, that no Person who, at the time of the amendment setting a Reduced Threshold, Beneficially Owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Affiliate or Associate 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 Acquiring Person), and no 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%. Any supplement or amendment shall cause authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions 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 Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Agent. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in 31 compliance with the terms of this Section 27, the Rights Agent will shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, (a) no supplement or amendment may be made which decreases that changes the stated Redemption Price to an amount less than $0.001 per Right; rights and (b) duties of the Rights Agent may, and shall not under this Agreement will be obligated to, enter into any effective against the Rights Agent without the execution of such supplement or amendment that affects by the Rights Agent's own rights, duties, obligations or immunities under this Agreement. 38 28. Successors: Certain Covenants. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent will be binding on and inure to the benefit of their respective successors and assigns hereunder. Agent.
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Supplements and Amendments.
Subject to For as long as the Rights are then redeemable and except as provided in the last sentence of this Section
27, 26, the Company may in its sole and absolute discretion, and the Rights Agent
will shall if the Company so directs, supplement or amend any provision of this
Agreement in any respect Plan without the approval of any holders of
Rights or Common Shares, the Rights. At any
such supplement or amendment to be evidenced by a writing signed by the Company and time when the Rights
... class="diff-color-red">Agent. From are not then redeemable and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to except as provided in the last sentence of this Section 27, 26, the Company may, and the Rights Agent will shall if the Company so directs, supplement or amend this Agreement Plan without the approval of any holders of Rights or Common Shares in order Right Certificates (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, herein or (iii) to shorten change or lengthen any time period hereunder or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem necessary or desirable; provided, however, provided that no such supplement or amendment pursuant to this clause (iii) shall materially adversely affect the interests interest of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), any other Person in whose hands Rights are null and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with void under the provisions 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 Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. 7.5 hereof). Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, 26, the Rights Agent will shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, (a) no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right; and (b) amendment; provided, however, that the Rights Agent may, and shall not be obligated to, to enter into any such supplement or amendment that adversely affects the Rights Agent's own rights, duties, obligations or immunities under this Agreement. 38 28. Successors: Certain Covenants. Plan and shall not be bound by any such supplement or amendment not executed by it. Without limiting the foregoing, the Company may at any time prior to the time any Person becomes an Acquiring Person amend this Plan to raise or lower the threshold set forth in definition "Acquiring Person"(the "Reduced Threshold"), to raise or lower the Redemption Price or to extend or shorten the Expiration Date; provided, however, that no Person who beneficially owns a number of shares of Common 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 of the then outstanding Common Stock (other than as a result of an acquisition of Common Stock by the Company) to an amount equal to or greater than the greater of (A) the Reduced Threshold or (B) the sum of (x) the lowest beneficial ownership of such Person as a percentage of the then outstanding Common Stock as of any date on or after the date of the public announcement of such Reduced Threshold plus (y) 0.001%. A-38 27. Successors. All the covenants and provisions of this Agreement Plan by or for the benefit of the Company or the Rights Agent will be binding on shall bind and inure to the benefit of their respective successors and assigns hereunder.
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Supplements and Amendments.
Subject to this Section 27, the The Company may
in its sole and absolute discretion, from time to time, and the Rights Agent
will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or Common Shares, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to... the last sentence of this Section 27, the Company may, and the Rights Agent will shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of 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) or to shorten make any change to or lengthen delete any time period hereunder provision hereof or (iv) to supplement or amend adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable; provided, however, that no that, from and after such supplement time as any Person becomes an Acquiring Person, this Agreement shall not be amended or amendment shall supplemented in any manner which would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person and its Affiliates and 33 Associates). Without limited the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1.1 to not less than 5% (the Reduced Threshold); provided, further, that no Person who, at the time of the amendment setting a Reduced Threshold, Beneficially Owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Affiliate or Associate 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 Acquiring Person), and no 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%. Any supplement or amendment shall cause authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions 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 Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Agent. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which 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 will shall execute such supplement or amendment. Notwithstanding amendment; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no supplement, modification or amendment that changes the rights, obligation, duties or immunities of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right; and (b) by the Rights Agent may, and shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent's own rights, duties, obligations or immunities under this Agreement. 38 28. Successors: Certain Covenants. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent will be binding on and inure shall have no duty to the benefit of their respective successors and assigns hereunder. execute such supplement, amendment or modification.
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Supplements and Amendments.
Subject to this Section 27, the The Company may
in its sole and absolute discretion, from time to time, and the Rights Agent
will shall if the Company so
directs, supplement or amend any provision of this Agreement directs in
any respect without the approval of any holders of Rights or Common Shares, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23,... and subject to the last sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, writing, supplement or amend this Agreement without the approval of any holders of Rights or Common Shares Right Certificates 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) or to shorten make any change to or lengthen delete any time period hereunder provision hereof or (iv) to supplement or amend adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable; provided, however, that no such supplement that, at any time after the Close of Business on the tenth day following the Stock Acquisition Date (or, if the tenth day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), this Agreement shall not be amended or amendment shall supplemented in any manner which would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person and its Affiliates and Associates). For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Affiliate Excluded Person does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to adversely affect the interests of the holders of Rights. Any supplement or Associate amendment authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights Agent, subject to certification by any of an Acquiring Person), and no the officers of the Company listed in Section 20.2 that any such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance complies with the provisions 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 Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent will execute such supplement or amendment. 27. Notwithstanding anything in this Agreement to the contrary, (a) no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right; and (b) the Rights Agent may, and shall not be obligated to, enter into required to execute any supplement or amendment to this Agreement that affects the Rights Agent's it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. 38 28. Successors: Certain Covenants. All the covenants and provisions of hereunder. No supplement or amendment to this Agreement shall be effective unless duly executed by or for the benefit of the Company or the Rights Agent will be binding on and inure to the benefit of their respective successors and assigns hereunder. Agent.
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Supplements and Amendments.
Subject Prior to
the Distribution Date and subject to the penultimate sentence of this Section
27, 26, the Company
may in its sole and absolute discretion, and the Rights Agent
will shall, if the Company so directs, supplement or amend any provision of this Agreement
in any respect without the approval of any holders of
Rights or certificates representing shares of Common
Shares, any such supplement or amendment Stock. From and after the Distribution Date and subject to
be evidenced by a... writing signed by the penultimate sentence of this Section 26, the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, the Company may, and the Rights Agent will shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights or Common Shares Certificates 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 hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable; provided, however, that no such supplement necessary or amendment desirable and which shall not adversely affect the interests of the holders of Rights as such Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, Person); provided, however, this Agreement may not be supplemented or amended to provide for lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such voting powers time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the Rights and such procedures for purpose of protecting, enhancing or clarifying the exercise thereof, if any, as rights of, and/or the Board benefits to, the holders of Directors of the Company may determine to be appropriate. Rights. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, 26, the Rights Agent will shall execute such supplement or amendment. Notwithstanding anything in this Agreement Prior to the contrary, (a) no supplement or amendment may be made which decreases 23. Table of Contents Distribution Date, the stated Redemption Price to an amount less than $0.001 per Right; and (b) the Rights Agent may, and shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent's own rights, duties, obligations or immunities under this Agreement. 38 28. Successors: Certain Covenants. All the covenants and provisions of this Agreement by or for the benefit interests of the Company or holders of Rights shall be deemed coincident with the Rights Agent will be binding on and inure to interests of the benefit holders of their respective successors and assigns hereunder. Common Stock.
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Supplements and Amendments.
Subject to this Section 27, the The Company may
in its sole and absolute discretion, from time to time, and the Rights Agent
will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or Common Shares, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to... the last sentence of this Section 27, the Company may, and the Rights Agent will shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of 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) or to shorten make any change to or lengthen delete any time period hereunder provision hereof or (iv) to supplement or amend adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable; provided, however, that no such supplement that, from and after the time any Person becomes an Acquiring Person, this Agreement shall not be amended or amendment shall supplemented in any manner which would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person and its Affiliates and Associates). Without limiting the foregoing, the Company may at any time prior to any Person becoming an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1.1 to not less than 4% (the Reduced Threshold); provided, further, that no Person who, at the time of the amendment setting a Reduced Threshold, Beneficially Owns a number of shares of Common Stock equal to or greater than the Reduced Threshold shall become an Affiliate or Associate Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its Beneficial Ownership of the then outstanding shares of Common Stock (other than as a result of an Acquiring Person), and no acquisition of shares of Common 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 of such Person as a percentage of the outstanding shares of Common 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 shall cause authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions 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 Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Agent. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which 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 will shall execute such supplement or amendment. Notwithstanding amendment; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no supplement, modification or amendment that changes the rights, obligation, duties or immunities of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right; and (b) by the Rights Agent may, and shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent's own rights, duties, obligations Agent shall have no duty to execute such supplement, amendment or immunities under this Agreement. 38 28. Successors: Certain Covenants. modification. 36 28.Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent will be binding on shall bind and inure to the benefit of their respective successors and assigns hereunder.
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Supplements and Amendments.
Subject Prior to
such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company may
in its sole and absolute discretion, and the Rights Agent
will shall, if the Company so directs, supplement or amend any provision of this Agreement
in any respect without the approval of any holders of
Rights or certificates representing Common
Shares, any such supplement or amendment to be evidenced by a writing signed by Shares of the Company.... Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Rights Agent. Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the such time at which the Rights cease to be redeemable pursuant to Section 23, as any Person becomes an Acquiring Person and subject to the last penultimate sentence of this Section 27, the Company may, and the Rights Agent will shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights or Common Shares Right Certificates 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 provision herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable; provided, however, that no such supplement necessary or amendment desirable and which shall not adversely affect the interests of the holders of Rights as such Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), Person); provided, that from and no after such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to provide for lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such voting powers time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the Rights and such procedures for purpose of protecting, enhancing or clarifying the exercise thereof, if any, as rights of, and/or the Board benefits to, the holders of Directors of the Company may determine to be appropriate. Rights. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent will shall execute such supplement or amendment. Notwithstanding the foregoing, the Rights Agent shall not be required to supplement or amend this Agreement in a manner that adversely affects its rights or obligations under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, (a) no supplement or amendment may shall be made which decreases that changes the stated Redemption Price or moves to an amount less than $0.001 per Right; and (b) earlier date the Rights Agent may, and shall not be obligated to, enter into any supplement or amendment that affects then effective Final Expiration Date. Prior to the Rights Agent's own rights, duties, obligations or immunities under this Agreement. 38 28. Successors: Certain Covenants. All Distribution Date, the covenants and provisions of this Agreement by or for the benefit interests of the Company or holders of Rights shall be deemed coincident with the Rights Agent will be binding on and inure to interests of the benefit holders of their respective successors and assigns hereunder. Common Shares of the Company.
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Supplements and Amendments.
Subject to this Section 27, the The Company may
in its sole and absolute discretion, from time to time, and the Rights Agent
will shall if the Company so
directs, supplement or amend any provision of this Agreement directs in
any respect without the approval of any holders of Rights or Common Shares, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23,... and subject to the last sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, writing, supplement or amend this Agreement without the approval of any holders of Rights or Common Shares Right Certificates 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) or to shorten make any change to or lengthen delete any time period hereunder provision hereof or (iv) to supplement or amend adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable; provided, however, that no that, from and after such supplement time as any Person becomes an Acquiring Person, this Agreement shall not be amended or amendment shall supplemented in any manner which would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person and its Affiliates and Associates and any other Person with whom such Person is Acting in Concert). For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Affiliate Excluded Person does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to adversely affect the interests of the holders of Rights. Any supplement or Associate amendment authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights Agent, subject to certification by any of an Acquiring Person), and no the officers of the Company listed in Section 20.2 that any such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance complies with the provisions 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 Rights and such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate. Upon the delivery of a certificate from an officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent will execute such supplement or amendment. 27. Notwithstanding anything in this Agreement to the contrary, (a) no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right; and (b) the Rights Agent may, and shall not be obligated to, enter into required to execute any supplement or amendment to this Agreement that affects the Rights Agent's it has reasonably determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. 38 28. Successors: Certain Covenants. All the covenants and provisions of hereunder. No supplement or amendment to this Agreement shall be effective unless duly executed by or for the benefit of the Company or the Rights Agent will be binding on and inure to the benefit of their respective successors and assigns hereunder. Agent.
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