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Preview Travel Inc – ‘8-K’ for 10/6/99 – EX-4.4

On:  Wednesday, 10/6/99   ·   For:  10/6/99   ·   Accession #:  893750-99-534   ·   File #:  0-23177

Previous ‘8-K’:  ‘8-K/A’ on 1/12/99 for 12/17/98   ·   Latest ‘8-K’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/06/99  Preview Travel Inc                8-K:5,7    10/06/99    7:261K                                   Simpson Tha… Bartlett/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     18K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,     69    273K 
                          Liquidation or Succession                              
 3: EX-4.1      Instrument Defining the Rights of Security Holders     9     29K 
 4: EX-4.2      Instrument Defining the Rights of Security Holders     8     29K 
 5: EX-4.3      Instrument Defining the Rights of Security Holders     8     29K 
 6: EX-4.4      Instrument Defining the Rights of Security Holders     2      9K 
 7: EX-99.1     Miscellaneous Exhibit                                  6     21K 


EX-4.4   —   Instrument Defining the Rights of Security Holders

EX-4.41st Page of 2TOCTopPreviousNextBottomJust 1st
 

Exhibit 4.4 FORM OF FIRST AMENDMENT TO THE RIGHTS AGREEMENT AMENDMENT dated as of , 1999 to the Preferred Shares Rights Agreement dated as of October 29, 1998 (the "Rights Agreement") between Preview Travel, Inc. (the "Company") and U.S. Stock Transfer Corporation, as rights agent (the "Rights Agent"). Pursuant to the terms of the Rights Agreement and in accordance with Section 27 thereof, the following actions are hereby taken: 1. Amendment to Rights Agreement. The Rights Agreement is amended by: a. Deleting from Section 1 the period at the end of the first sentence of the definition of "Acquiring Person" and adding the following text "; provided, however, that none of Sabre Inc. ("Sabre") or its wholly-owned subsidiaries shall not be or become an Acquiring Person solely as a result of the approval, execution or delivery of (I) the Agreement and Plan of Merger, dated as of October 3, 1999, (the "Merger Agreement"), among the Company, Sabre, Travelocity Holdings, Inc. and Travelocity.com, Inc. or (II) voting agreements, each dated as of October 3, 1999, between Sabre and certain shareholders of the Company, or the consummation of the transactions contemplated by the Merger Agreement." b. By adding a new Section 35 as follows: "Section 35. Merger with Sabre. Notwithstanding any provision herein to the contrary, (a) neither Sabre nor any of its wholly-owned subsidiaries shall be considered an Acquiring Person under this Rights Agreement, no Distribution Date or Stock Acquisition Date shall occur, and no Rights shall be exercisable pursuant to Section 7, Section 11, Section 13 or any other provision hereof, solely as a result of the approval, execution or delivery of the Merger Agreement or the consummation of the transactions contemplated thereby." 2. Full Force and Effect. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. 3. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware applicable to contracts to be made and performed entirely within such State.
EX-4.4Last Page of 2TOC1stPreviousNextBottomJust 2nd
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment to be duly executed as of the day and year first written above. Preview Travel, Inc. By: ___________________________________ Name: Title: U.S. Stock Transfer Corporation. By: ____________________________________ Name: Title: -2-

Dates Referenced Herein

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
Filed on / For Period End:10/6/99None on these Dates
10/3/991
10/29/981
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Filing Submission 0000893750-99-000534   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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