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SYNAVANT INC
·
8-K
Apr 14, 9:04 PM ET
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SYNAVANT INC 8-K
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Contents
10
1. Amendments To Rights Agreement.
(a) Section 1(a) of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Acquiring Person” thereof:
(b) Section 1(r) of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Stock Acquisition Date” thereof:
(c) Section 1 of the Rights Agreement is amended to add the following definitions of “Cegedim”, “Effective Time”, “Merger”, “Merger Agreement”, “Offer” and “Purchaser” in the appropriate alphabetical order:
(d) Section 3(a) of the Rights Agreement is hereby amended to add the following sentence at the end thereof:
(e) Section 7(a) of the Rights Agreement is hereby amended by deleting the word “or” immediately preceding clause (iii) and replacing such word with “,” and by adding the following at the end of clause (iii): “or (iv) immediately prior to the Effective Time of the Merger.”
(f) Section 13 of the Rights Agreement is hereby amended to add the following subsection at the end thereof:
2. Effectiveness. This Amendment shall be deemed to be in force and effect immediately prior to the execution and delivery of the Merger Agreement. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.
3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State.
4. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall together constitute but one and the same instrument.
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