EXHIBIT 4.4
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
AGREEMENT, dated as of this 11th day of March, 1996, by and between
Xxxxxx Life Sciences, Inc. (formerly named Xxxxxx Lasersonics, Inc.), a Delaware
corporation (the "Company"), and American Stock Transfer & Trust Company, a New
York corporation, as successor Rights Agent (the "Rights Agent").
W I T N E S S E T H :
WHEREAS, the Company and The First National Bank of Boston, a national
banking association (the "Bank of Boston"), are the parties to the Rights
Agreement dated January 7, 1988, as amended by Amendment No. 1 to Rights
Agreement dated January 17, 1991, and Amendment No. 2 to Rights Agreement dated
as of April 8, 1992 (the "Rights Agreement"); and
WHEREAS, the Bank of Boston has heretofore been succeeded by American
Stock Transfer & Trust Company as Rights Agent under the Rights Agreement; and
WHEREAS, in compliance with the provisions of Section 26 of the
Rights Agreement, the Board of Directors of the Company has duly determined
that it is in the best interests of the Company and its stockholders to effect
the amendment to the Rights Agreement which is hereinafter set forth; and
WHEREAS, in accordance with the provisions of Section 26 of the Rights
Agreement, said amendments were duly adopted by the Board of Directors of the
Company on February 20, 1996.
NOW, THEREFORE, in consideration of the covenants herein and in the
Rights Agreement contained, the parties hereto hereby agree as follows:
1. Amendments.
1.1 Definition of "Beneficial Owner". Section 1(c) of the Rights
Agreement is hereby amended by the addition of a new clause (v), reading in its
entirety as follows:
" (v) Anything in this Section 1(c) contained to the
contrary notwithstanding, any Common Stock or rights to
acquire Common Stock of the Company which are directly or
indirectly acquired by Xx. Xxxxx Xxxx or any of his
Affiliates or Associates from the Estate of Xxx Xxxxxxx or
any of its Affiliates or Associates shall not be deemed to
be beneficially owned by the acquiring Person or Persons;
provided, however, that the provisions of this clause (v)
shall not inure to the benefit of any transferee of such
securities."
1.2 Legend. The legend which is set forth in Section 3(c) of the Rights
Agreement is hereby amended to read in its entirety as follows:
"This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in the Rights
Agreement dated as of January 7, 1988, as amended (the
"Rights Agreement"), between Xxxxxx Life Sciences, Inc.
(the "Company") and American Stock Transfer & Trust
Company, as successor Rights Agent (the "Rights Agent"),
the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal
offices of the Company and the Rights Agent. Under certain
circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will
no longer be evidenced by this certificate. The Company
will mail to the holder of this
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certificate a copy of the Rights Agreement, as in effect
on the date of mailing, without charge, promptly after
receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights
issued to, or held by, any Person who is, was or becomes
an acquiring Person or any affiliate or associate thereof
(as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person or
by any subsequent holder, may become null and void. The
Rights shall not be exercisable, and shall be void so long
as held, by a holder in any jurisdiction where the
requisite qualification to the issuance to such holder, or
the exercise by such holder, of the Right in such
jurisdiction shall not have been obtained or be
obtainable."
2. Rights Agreement Reconfirmed. Except as expressly modified hereby,
the Rights Agreement shall continue in full force and effect in accordance with
its terms and is hereby ratified and confirmed.
3. Execution by Rights Agent. In executing and delivering this
Agreement, the Rights Agent shall be entitled to all privileges and immunities
afforded to the Rights Agent under the terms and conditions of the Rights
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
XXXXXX LIFE SCIENCES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Vice President
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title Vice President
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