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Exhibit 4.1
[Chrysalis Letterhead]
November 18, 1998
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Re: Amendment No. 1 to the Rights Agreement
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Dear Xx. Xxxxxx:
Pursuant to and in accordance with Section 27 of the Rights
Agreement (the "Rights Agreement"), dated as of July 1, 1998, by and between
Chrysalis International Corporation (the "Company") and American Stock Transfer
& Trust Company, as rights agent, the Company, by resolution adopted by its
Board of Directors, hereby amends the Rights Agreement as follows:
1. Section 1(j) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"EXPIRATION DATE" means the earliest of (i) the Close of
Business on the Final Expiration Date, (ii) the time at which
the Rights are redeemed as provided in Section 23, (iii) the
time at which all exercisable Rights are exchanged as provided
in Section 24, or (iv) immediately prior to the Merger Date
(as defined in the Merger Agreement (as defined in Section
1(nn)).
2. Section 1(n) of the Rights Agreement is hereby amended by
adding the following new Section 1(nn) immediately thereafter:
(nn) "MERGER AGREEMENT" means the Agreement and Plan of
Merger, dated as of November 18, 1998, among Phoenix
International Life Sciences Inc., a corporation constituted
under the laws of Canada("Buyer"), the Company, and Phoenix
Merger Sub Corp., a Delaware corporation and a wholly-owned
subsidiary of Buyer ("Merger Sub").
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American Stock Transfer & Trust Company
November 18, 1998
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3. Section 1 of the Rights Agreement is hereby amended by
adding the following new paragraph at the end of that Section:
Notwithstanding anything in this Agreement to the
contrary, none of Buyer, Merger Sub, any of their Affiliates
or Associates or any of their permitted assignees or
transferees shall be deemed an Acquiring Person and none of a
Distribution Date, a Share Acquisition Date, a Flip-in Event,
or a Flip-over Event shall be deemed to occur or to have
occurred, in each such case, by reason of (i) the approval,
execution or delivery of the Merger Agreement, or (ii) the
consummation of (X) the Merger (as defined in the Merger
Agreement) or (Y) the other transactions contemplated by the
Merger Agreement, in each case in accordance with the terms of
the Merger Agreement.
4. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment No. 1 to the Rights Agreement, but shall
remain in full force and effect.
5. Capitalized terms used without other definition in this
Amendment No. 1 to the Rights Agreement shall be used as defined in the Rights
Agreement.
6. This Amendment No. 1 to the Rights Agreement shall be
deemed to be a contract made under the internal substantive laws of the State of
Delaware and for all purposes will be governed by and construed in accordance
with the internal substantive laws of such State applicable to contracts to be
made and performed entirely within such State.
7. This Amendment No. 1 to the Rights Agreement may be
executed in any number of counterparts and each of such counterparts will for
all purposes be deemed to be an original, and all such counterparts will
together constitute but one and the same instrument.
8. This Amendment No. 1 to the Rights Agreement shall be
effective as of, and immediately prior to, the execution and delivery of the
Merger Agreement, and all references to the Rights Agreement shall, from and
after such time, be deemed to be references to the Rights Agreement as amended
hereby.
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American Stock Transfer & Trust Company
November 18, 1998
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9. Exhibits B and C to the Rights Agreement shall be deemed
amended in a manner consistent with this Amendment No. 1 to the Rights
Agreement.
Very truly yours,
CHRYSALIS INTERNATIONAL CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Chairman, President & CEO
Accepted and agreed to as of the
effective time specified above:
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
