Exhibit 1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1 dated as of June 9, 1999 ("Amendment No. 1") to the
Rights Agreement dated as of March 9, 1999 (the "Rights Agreement") between
Merrimac Industries, Inc., a New Jersey corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement; and
WHEREAS, the Board of Directors of the Company, in accordance with
Section 27 of the Rights Agreement, deems it desirable and in the best interests
of the Company and its shareholders to amend the Rights Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions.
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(a) For purposes of this Amendment No. 1, capitalized terms
used herein and not otherwise defined shall have the meanings indicated in the
Rights Agreement. Each reference to "hereof", "herein" and "hereby" and each
other similar reference and each reference to "this Agreement" and each other
similar reference contained in the Rights Agreement shall refer to the Rights
Agreement as amended hereby.
(b) Section 1(i) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(i) "Exempt Person" shall mean (i) the Company, any Subsidiary of the
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Company, any employee benefit plan of the Company or any Subsidiary of the
Company, or any entity holding Common Shares for or pursuant to the terms of any
such plan and (ii) Xxxxxxx X. Xxxxxx, Inc., a New York corporation registered as
an investment advisor under the Investment Advisers Act of 1940 ("Xxxxxx,
Inc."), and its Affiliates and Associates (other than Xxxxxxx X. Xxxxx, XX);
provided, that Xxxxxx, Inc., together with its Affiliates and Associates (other
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than Xxxxxxx X. Xxxxx, XX), are not the Beneficial Owners of more than 15% of
the Common Shares of the Company then outstanding."
Section 2. Benefits of this Agreement. Nothing in this Amendment No. 1
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shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Rights any legal or equitable right,
remedy or claim under this Amendment No. 1; but this Amendment No. 1 shall be
for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights.
Section 3. Severability. If any term, provision or restriction of this
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Amendment No. 1 is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions and
restrictions of this Amendment No. 1 shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
Section 4. Governing Law. This Amendment No. 1 shall be deemed
to be a contract made under the laws of the State of New Jersey and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State; provided, however, that all provisions regarding the rights, duties and
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obligations of the Rights Agent shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State.
Section 5. Counterparts. This Amendment No. 1 may be executed in any
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number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section 6. Descriptive Headings. Descriptive headings of the several
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Sections of this Amendment No. 1 are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
Section 7. Rights Agreement as Amended. This Amendment No. 1 shall be
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effective as of the date hereof and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and be otherwise unaffected
hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and attested, all as of the day and year first above
written.
MERRIMAC INDUSTRIES, INC.
By /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice-President, Finance
and Chief Financial Officer
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights
Agent
By /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Relationship Manager
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