Attached files
file | filename |
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8-K - LSB CORPORATION - LSB CORP | b81709e8vk.htm |
EX-2.1 - EX-2.1 - LSB CORP | b81709exv2w1.htm |
EX-99.2 - EX-99.2 - LSB CORP | b81709exv99w2.htm |
EX-99.1 - EX-99.1 - LSB CORP | b81709exv99w1.htm |
Exhibit 4.1
FIRST
AMENDMENT
TO
RENEWED RIGHTS AGREEMENT
TO
RENEWED RIGHTS AGREEMENT
This First Amendment to Renewed Rights Agreement (the
Amendment) is entered into as of July 15, 2010,
by and between LSB Corporation (the Company), and
Computershare Trust Company, N.A. as Rights Agent
(Rights Agent).
WITNESSETH:
WHEREAS, the Company and Rights Agent are parties to that
certain Renewed Rights Agreement, dated as of November 17,
2005 (the Rights Agreement)
WHEREAS, all capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to them in the Rights
Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement,
the Company may prior to the Distribution Date supplement or
amend the Rights Agreement without the approval of any holders
of certificates representing shares of common stock of the
Company; and
WHEREAS, the Company now desires to amend the Rights Agreement
as set forth in this Amendment, and pursuant to Section 27
of the Rights Agreement, the Company hereby directs that the
Rights Agreement should be amended as set forth in this
Amendment.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendments to Section 1.
(a) Section 1 of the Rights Agreement is hereby
amended by adding the following definitions:
(mm) Merger shall have the meaning set
forth in the Merger Agreement.
(nn) Merger Agreement shall mean the
Agreement and Plan of Merger, dated as of July 15, 2010, by
and among the Buyer, Buyer Bank, Merger Sub, the Company and
Company Bank, as may be amended from time to time.
(oo) Voting Agreements shall mean the
Voting Agreements, each dated as of July 15, 2010 by and
between certain holders of one or more shares of Company common
stock on the one hand and Buyer on the other hand.
(pp) Buyer shall mean Peoples
United Financial, Inc., a Delaware corporation.
(qq) Buyer Bank shall mean Peoples
United Bank, a federally-chartered stock savings bank and wholly
owned subsidiary of Buyer.
(rr) Merger Sub shall mean Bridgeport
Merger Corporation, a Massachusetts Corporation and wholly owned
subsidiary of Buyer.
(ss) Company Bank shall mean River Bank,
a Massachusetts-chartered savings bank and wholly owned
subsidiary of the Company.
(b) The definition of Acquiring Person in
Section 1(a) of the Rights Agreement is hereby amended by
inserting the following sentence at the end thereof:
Notwithstanding the foregoing or any other provision of
this Agreement to the contrary, none of (i) the execution
and delivery of the Merger Agreement, (ii) the execution
and delivery of the Voting Agreements, (iii) the
consummation of the Merger and (iv) the consummation of the
other transactions contemplated in the
Merger Agreement and the Voting Agreements shall be deemed to
result in Buyer, Buyer Bank or Merger Sub becoming an Acquiring
Person.
(c) The definition of Stock Acquisition Date in
Section 1(gg) of the Rights Agreement is hereby amended by
inserting the following sentence at the end thereof:
Notwithstanding the foregoing or any other provision of
this Agreement to the contrary, none of (i) the execution
and delivery of the Merger Agreement, (ii) the execution
and delivery of the Voting Agreements, (iii) the
consummation of the Merger and (iv) the consummation of the
other transactions contemplated in the Merger Agreement and the
Voting Agreements shall be deemed to result in a Stock
Acquisition Date.
2. Amendment to
Section 3(a). Section 3(a) of the
Rights Agreement is hereby amended to add the following sentence
at the end thereof:
Notwithstanding anything in this Agreement to the
contrary, none of (i) the execution and delivery of the
Merger Agreement, (ii) the execution and delivery of the
Voting Agreement, (iii) the consummation of the Merger and
(iv) the consummation of the other transactions
contemplated in the Merger Agreement and the Voting Agreements
shall be deemed to result in a Distribution Date.
3. Amendment to
Section 7(a). Section 7(a) of the
Rights Agreement is hereby amended and restated to read in its
entirety as follows:
(a) Subject to Section 7(e) hereof, at any time
after the Distribution Date, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the
restrictions on exercisability set forth in Section 9(c),
Section 11(a)(iii) and Section 23 hereof) in whole or
in part upon surrender of the Rights Certificate, with the form
of election to purchase and the certificate on the reverse side
thereof duly executed, to the Rights Agent at the principal
office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price
for the total number of one one-thousandths of a share (or other
securities, cash or other assets, as the case may be) as to
which such surrendered Rights are then exercisable, at or prior
to the earlier of (i) 5:00 P.M., Boston time, on
December 18, 2016, or such later date as may be established
by the Board prior to the expiration of the Rights (such date,
as it may be extended by the Board, the Final Expiration
Date), (ii) the time at which the Rights are redeemed
or exchanged as provided in Section 23 and Section 24
hereof, and (iii) immediately prior to the Effective Time
(as defined in the Merger Agreement) (the earlier of (i), (ii),
or (iii) being herein referred to as the Expiration
Date). Notwithstanding anything to the contrary in this
Agreement, none of (i) the execution and delivery of the
Merger Agreement, (ii) the execution and delivery of the
Voting Agreement, (iii) the consummation of the Merger and
(iv) the consummation of the other transactions
contemplated in the Merger Agreement and the Voting Agreements
shall be deemed to be an event that causes the Rights to become
exercisable under the provisions of this Section 7 or
otherwise.
4. Amendment to
Section 11. Section 11(a)(ii) of
the Rights Agreement is hereby amended by adding the following
sentence at the end thereof:
Notwithstanding anything in this Agreement to the
contrary, (i) the execution and delivery of the Merger
Agreement, (ii) the execution and delivery of the Voting
Agreement, (iii) the consummation of the Merger and
(iv) the consummation of the other transactions
contemplated in the Merger Agreement and the Voting Agreements
shall not be deemed to be a Section 11(a)(ii) Event and shall
not cause the Rights to be adjusted or exercisable in accordance
with, or any other action to be taken or obligation to arise
pursuant to, this Section 11(a)(ii).
5. Amendment to
Section 13. Section 13 of the
Rights Agreement is hereby amended by adding the following
sentence at the end thereof:
Notwithstanding anything in this Agreement to the
contrary, (i) the execution and delivery of the Merger
Agreement, (ii) the execution and delivery of the Voting
Agreement, (iii) the consummation of the Merger and
(iv) the consummation of the other transactions
contemplated in the Merger Agreement and the Voting Agreements
shall not be deemed to be a Section 13 Event and shall not
cause the Rights to be adjusted or
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exercisable in accordance with, or any other action to be taken
or obligation to arise pursuant to, this Section 13 or
otherwise subject to any restrictions contained in this
Section 13.
6. Amendment to
Section 30. Section 30 of the
Rights Agreement is hereby amended by adding the following
sentence at the end thereof:
Notwithstanding anything in this Agreement to the
contrary, nothing in this Agreement shall be construed to give
any registered holder of the Rights Certificates (and prior to
any Distribution Date, registered holders of the Common Stock)
any legal or equitable rights, remedy or claim under this
Agreement in connection with (i) the execution and delivery
of the Merger Agreement, (ii) the execution and delivery of
the Voting Agreements, (iii) the consummation of the Merger
or (iv) the consummation of the other transactions
contemplated in the Merger Agreement and the Voting
Agreements.
7. New Section 35. The Rights
Agreement is hereby amended to add the following as a new
Section 35:
Section 35. Termination. Notwithstanding anything
herein to the contrary, immediately prior to the Effective Time
(as defined in the Merger Agreement), but only if the Effective
Time shall occur, (a) this Agreement shall be terminated
and be without further force and effect, (b) none of the
parties to this Agreement will have any rights, obligations or
liabilities hereunder and (c) the holders of the Rights
shall not be entitled to any benefits, rights or other interests
under this Agreement; provided, however, that notwithstanding
the foregoing, Sections 18 and 20 hereof shall survive the
termination of this Agreement. The Company shall inform the
Rights Agent of the occurrence of the Effective Time promptly
thereafter.
8. Effectiveness. This Amendment
shall be deemed effective as of, and immediately prior to, the
execution and delivery of the Merger Agreement, except that if
the Merger Agreement is not executed and delivered by each of
the parties thereto, this Amendment shall terminate and be void
ab initio. The Company shall inform the Rights Agent of
the occurrence of the execution and delivery of the Merger
Agreement promptly thereafter. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise
alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in
the Rights Agreement, all of which are ratified and affirmed in
all respects and shall continue in full force and effect and
shall be otherwise unaffected.
9. Governing Law. This Amendment
shall be deemed to be a contract made under the laws of the
Commonwealth of Massachusetts and for all purposes shall be
governed by and construed in accordance with the laws of such
Commonwealth applicable to contracts to be made and performed
entirely within such Commonwealth.
10. Counterparts; Electronic
Delivery. This Amendment may be executed in
any number of counterparts, each of which shall for all purposes
be deemed an original, and all of which together shall
constitute but one and the same instrument. Signatures delivered
electronically, including by facsimile or by electronic data
file, shall have the same authority, effect and enforceability
as original signatures.
*remainder
of page has intentionally been left blank*
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed as of the day and year first above written.
LSB CORPORATION | ||
Attest:
/s/ Cynthia
J. Milne |
By:
/s/ Diane
L. Walker |
|
Name: Cynthia J. Milne
|
Name: Diane L. Walker | |
Title: Secretary
|
Title: Executive Vice President, Treasurer and
Chief Financial Officer |
|
COMPUTERSHARE TRUST COMPANY, N.A. | ||
Attest:
/s/ Suzanne
S. OBrien |
By:
/s/ Dennis
V. Moccia |
|
Name: : Suzanne S. OBrien
|
Name: Dennis V. Moccia | |
Title: Corporate Counsel
|
Title: Manager, Contract Administration
|
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