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| ITIC > SEC Filings for ITIC > Form 8-K on 24-Aug-2012 | All Recent SEC Filings |
24-Aug-2012
Entry into a Material Definitive Agreement, Material Modification to Rights of
Following approval by the Board of Directors on August 13, 2012, Investors Title Company (the "Company") entered into a Letter Agreement, as of August 22, 2012 (the "Amendment"), between the Company and Broadridge Corporate Issuer Solutions, Inc. ("Broadridge" or "Rights Agent"). Pursuant to the Amendment, Broadridge will serve as successor rights agent to First Citizens Bank & Trust Company under the Amended and Restated Rights Agreement, dated as of August 9, 2010 (as amended, the "Rights Agreement"). The appointment of Broadridge as successor rights agent is effective as of September 1, 2012.
The Amendment also modifies Section 21 of the Rights Agreement to require that the Rights Agent, together with its affiliates, shall have a combined capital and surplus of at least $100,000,000 at the time of appointment and makes other conforming changes to the Rights Agreement.
A copy of the Amendment is attached as Exhibit 4.1 hereto and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to Exhibit 4.1.
The information set forth under Item 1.01 above is incorporated in its entirety into this Item 3.03 by reference.
The Board of Directors of the Company has appointed Broadridge to be the Company's sole transfer agent and registrar for the Company's capital stock. This appointment is effective as of September 1, 2012.
(d) Exhibits.
Exhibit
Number Exhibit Description
4.1 Letter Agreement, dated as of August 22, 2012, between the Company and Broadridge Corporate Issuer Solutions, Inc., pursuant to which Broadridge succeeded to the duties of First Citizens Bank & Trust Company as rights agent under the Amended and Restated Rights Agreement, dated as of August 9, 2010 (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A/A (Amendment No. 2) filed on August 24, 2012.)
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