EXHIBIT 2.3
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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