EXHIBIT 10.1
FIRST AMENDATORY AGREEMENT
This First Amendatory Agreement is made as of this 30th day of July, 1999
by and between Orthologic Corp. (the "Corporation") and Bank of New York (the
"Rights Agent").
WHEREAS, the Corporation and the Rights Agent are parties to a Rights
Agreement dated as of March 4, 1997 (the "Rights Agreement") and wish to set
forth herein their agreement concerning certain amendments to the Rights
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree that the Rights Agreement is hereby
amended in the following respects:
1. Section 1(a) of the Rights Agreement is hereby amended to read as follows:
"(a) "ACQUIRING PERSON" shall mean any Person who, together with all
Affiliates and Associates of such Person, shall hereafter become the
Beneficial Owner of twenty-five percent (25%) or more of the Common Shares
then outstanding, but shall not include the Company, any wholly owned
Subsidiary of the 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.".
2. Section 3(a)(ii) of the Rights Agreement is hereby amended to read as
follows:
"(ii) the close of business on the fifteenth Business Day after the date on
which a tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of
any Subsidiary of the Company, or any Person or entity organized,
appointed, or established by the Company for or pursuant to the terms of
any such plan) is first commenced within the meaning of Rule 14d-2(a) of
the Rules, if upon consummation thereof, such Person would be the
Beneficial Owner of twenty-five percent (25%) or more of the Common Shares
then outstanding (the earlier of (i)(ii) being herein referred to as the
"SEPARATION DATE"),".
3. Section 11(a)(ii)(B) is hereby amended to read in its entirety as follows:
"(b) any Person (other than the Company, any subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the Company or
any entity organized, appointed, or established by the Company for or
pursuant to the terms of any such plan), alone or together with its
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Affiliates and Associates, shall become the Beneficial Owner of twenty-five
percent (25%) or more of the Common Shares then outstanding, other than
pursuant to any transaction set forth in Section 13(a) hereof; or".
The second sentence of the second paragraph of Exhibit C to the Plan is hereby
amended to read as follows:
"Until the earlier to occur of (a) 10 business days following a public
announcement that a person or group of affiliated or associated persons (an
"ACQUIRING PERSON") has acquired, or obtained the right to acquire,
beneficial ownership of 25% or more of the outstanding Common Shares, or
(b) 15 business days following the commencement of a tender offer or
exchange offer if, upon consummation thereof, such person or group would be
the beneficial owner of 25% or more of such outstanding Common Shares (the
earlier of such dates being called the "SEPARATION DATE"), the Rights will
be evidenced, with respect to any Common Shares outstanding as of the
Record Date, by the certificates representing such Common Shares.".
4. Section (b) of the first sentence of the fourth paragraph of Exhibit C to
the Plan is hereby amended to read as follows:
"(b) a person (other than the Company and its affiliates) becomes the
beneficial owner of 25% or more of the then outstanding Common Shares,".
6. Except as specifically modified herein, all of the terms and provisions of
the Rights Agreement shall remain full force and effect.
IN WITNESS WHEREOF, the parties have caused this First Amendatory Agreement
to be duly executed as of the day and year first written above.
ORTHOLOGIC CORP.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
BANK OF NEW YORK
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
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