(a) Shareholder approval not required. The Plan provides that Allegheny may amend the Plan without the approval of any holders of Rights prior to the Flip-In Date.The prospectus should disclose that shareholder approval is a condition to the issuance of shares in the exchange offer. e. In effect, the act of sufficient shareholders tendering shares in the tender offer suffices for the shareholder approval. To purchase up to 10 million shares of its stock in the. Time after shareholder approval and prior to consummation.