Common use of Amendments to Plan Clause in Contracts

Amendments to Plan. The Plan may be amended without shareholder approval or approval of the Right holders to cure ambiguities or to correct or supplement defective provisions or inconsistent provisions contained in the Rights Agreement. Except as noted below, the Plan may also be amended prior to the Distribution Date to otherwise change or supplement any provision in any manner which the Board may deem necessary or desirable or following the Distribution Date to the extent such changes do not adversely affect the Right holders' interests. The Plan provides, however, that any amendment of any of the following terms of the Plan would require the additional approval of the holders of a majority of the shares of Common Stock voting for or against such amendment at a meeting of the Corporation's shareholders held prior to the Distribution Date: (i) the exercise price of the Rights; (ii) the amount required to be paid on any redemption of the Rights; (iii) the number and type of shares for which a Right is exercisable (except, in case of each of the foregoing, for adjustments expressly provided for in the Plan); (iv) the final expiration date of September 26, 2006; (v) the 20% beneficial ownership threshold that triggers the exercisability of the Rights and defines a Flip-In Event and the time at which the Rights can become nonredeemable; and (vi) the procedure that is required to be followed to cause the Rights to be redeemed pursuant to the shareholder referendum described above.