EXHIBIT 1
AMENDMENT NO. 1
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AMENDENT NO. 1, dated as of March 10, 1999 ("Amendment No. 1"),
between General Semiconductor, Inc., a Delaware corporation, and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company, to the Rights Agreement, dated as of January 6, 1997 (the "Rights
Agreement"), between General Instrument Corporation, a Delaware corporation
and Xxxxx Xxxxxx Shareholder Services, L.L.C., a New Jersey limited
liability company.
WHEREAS, the parties hereto desire to amend the Rights Agreement
as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Rights Agreement is hereby amended as follows:
(i) Section 1(k) shall be amended by deleting each of the
two references to "Disinterested Directors" and replacing
each of them with the phrase "Board of Directors".
(ii) Section 1 shall be amended to delete, in their
entirety, each of paragraphs (h), (r) and (s) therefrom,
whereupon the remaining paragraphs of Section 1 shall be
consecutively relettered.
(iii) Section 23(a)(ii) shall be deleted in its entirety and
replaced with the following paragraph:
"(ii) In addition, the Board may, at its option, at any
time following a Shares Acquisition Date but prior to
any Section 13 Event redeem all, but not less than all,
of the then outstanding Rights at the Redemption Price
(x) in connection with any merger, consolidation or
sale or other transfer (in one transaction or in a
series of related transactions) of assets or earning
power aggregating 50% or more of the earning power of
the Corporation and its subsidiaries (taken as a whole)
in which all holders of Common Shares are treated
alike, or (y)(A) if and for so long as the Acquiring
Person is not thereafter the Beneficial Owner of 5% of
the Common Shares, and (B) at the time of redemption no
other Persons are Acquiring Persons."
(iv) Section 23(a)(iii) shall be deleted in its entirety.
(v) The following sentence of Section 27 shall be deleted in
its entirety:
"Notwithstanding anything contained in this Agreement
to the contrary, in the event that a majority of the
Board is comprised of persons elected at a meeting or
by written consent of stockholders who were not
nominated by the Board in office immediately prior to
such meeting or written consent (including successors
of such persons elected to the Board) for the purpose
of either facilitating a Transaction with a Transaction
Person or circumventing directly or indirectly the
provisions of this Section 27, then (A) for a period of
365 days following the effectiveness of such action,
this Agreement shall not be amended or supplemented in
any manner reasonably likely to have the purpose or
effect of facilitating a Transaction with a Transaction
Person and (B) no amendments or supplements may be made
following such 365-day period if (1) such amendment or
supplement is reasonably likely to have the purpose of
facilitating a Transaction with a Transaction Person
and (2) during such 365-day period, the Company enters
into any agreement, arrangement or understanding with
any Transaction Person which is reasonably likely to
have the purpose or effect of facilitating a
Transaction with any Transaction Person."
(vi) The last sentence of the first paragraph of text after
the legend in the Summary of Rights to Purchase Preferred
Shares, set forth as Exhibit C to the Rights Agreement,
shall be deleted in its entirety and replaced with the
following sentence:
"The description and terms of the Rights are set forth
in a Rights Agreement, dated as of January 6, 1997,
between General Instrument Corporation and Xxxxx Xxxxxx
Shareholder Services, L.L.C., as amended by Amendment
No. 1, dated as of March 10, 1999, between General
Semiconductor, Inc. and ChaseMellon Shareholder
Services, L.L.C. (the "Rights Agent")( as amended, the
"Rights Agreement")."
(vii) The definition of "Permitted Offer" in the Summary of
Rights to Purchase Preferred Shares, set forth as Exhibit C
to the Rights Agreement, shall be deleted in its entirety
and replaced with the following sentence:
""PERMITTED OFFER" is a tender or exchange offer for
all outstanding Common Shares which is at a price and
on terms determined, prior to the purchase of shares
under such tender or exchange offer, by at least a
majority of the Board of Directors to be adequate and
otherwise in the best interests of the Company and its
stockholders (other than the person or any affiliate or
associate thereof on whose basis the offer is being
made) taking into account all factors that the Board of
Directors may deem relevant."
(viii) The definition of "Disinterested Director" in the
Summary of Rights To Purchase Preferred Shares, set forth as
Exhibit C to the Rights Agreement, shall be deleted in its
entirety.
(ix) The following sentence in the Summary of Rights To
Purchase Preferred Shares, set forth as Exhibit C to the
Rights Agreement, shall be amended by deleting the phrase
"but not involving a Transaction Person (as hereinafter
defined)" so that it shall now read in its entirety as
follows:
"Additionally, the Company may redeem the then
outstanding Rights in whole, but not in part, at the
Redemption Price after the triggering of the Flip-In
Right and before the expiration of any period during
which the Flip-In Right may be exercised in connection
with a merger or other business combination transaction
or series of transactions involving the Company in
which all holders of Common Shares are treated alike."
(x) The following paragraph of the Summary of Rights To
Purchase Preferred Shares, set forth as Exhibit C to the
Rights Agreement, shall be deleted in its entirety:
"In the event that a majority of the directors serving
on the Board following a meeting of stockholders or
stockholder action by written consent are not nominated
by the Board of Directors of the Company serving
immediately prior to such meeting or action, then for
365 days following such meeting or action the Rights
may not be redeemed if such redemption is reasonably
likely to facilitate a combination or sale of assets or
earning power (a "Transaction") with a person (or its
affiliate or associate) who (A) is or will become an
Acquiring Person if the Transaction were to be
consummated and (B) who has directly or indirectly
proposed or nominated a member of the Board of
Directors of the Company who is in office at the time
the Transaction is being considered (a "Transaction
Person"). The Rights may not be redeemed thereafter if
during such 365 day period the Company enters into any
agreement reasonably likely to facilitate a Transaction
with a Transaction Person and the redemption is
reasonably likely to facilitate a Transaction with a
Transaction Person."
(xi) All references in the Rights Agreement (including the
exhibits thereto) to the Rights Agreement shall, from and
after the date hereof, refer to the Rights Agreement as
amended by this Amendment No. 1.
2. Except as amended hereby, the terms and provisions of the
Rights Agreement shall remain in full force and effect.
3. Each party hereto represents and warrants that (i) the
execution, delivery and performance of this Amendment No. 1 by such
party have been duly authorized by all necessary corporate action and
(ii) this Amendment No. 1 constitutes a valid and binding agreement of
such party.
4. This Amendment No. 1 may be executed in any 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.
5. This Amendment No. 1 shall become effective as of the date
first above written.
6. This Amendment No. 1 shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such
State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and attested, all as of the date and year first
above written.
GENERAL SEMICONDUCTOR, INC.
By:/s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior vice President
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By:/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
