definiens: or ( as such terms are defined in the RightsAgreement ) has occurred . This Agreement and the consummation of the transactions contemplated hereunder, including theOffer and the Merger, have been approved by the Board of Directors of Coley . Coley has irrevocably taken all necessaryaction, including, amending the Rights Agreement, with respect to all of the outstanding Rights issued pursuant to the RightsAgreement, ( a ) to render the Rights Agreement inapplicable to this Agreement, the Offer, the Merger and the other transactionscontemplated hereby, ( b ) to ensure that ( i ) neither Acquiror nor Acquisition Subsidiary is deemed to be an ( as defined in the Rights Agreement ) pursuant to the Rights Agreement and ( ii ) neither a nor a ( as such terms are defined in the Rights Agreement ) will occur by reason of the execution and delivery ofthis Agreement or the consummation of the Offer, the Merger or transactions contemplated by this Agreement, ( c ) so that 38Coley will have no obligations under the Rights or the Rights Agreement in connection with the Offer and the Merger and theholders of Coley Common Stock will have no rights under the Rights or the Rights Agreement in connection with the Offerand the Merger and ( d ) provide that the ( as defined in the Rights Agreement ) shall occur immediately priorto the Closing . The Rights Agreement, as so amended, has not been further amended or modified . Copies of all suchamendments to the Rights Agreement have been previously provided or made available to Acquiror