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Exhibit 4.2.1
AMENDMENT NO. 1
TO RIGHTS AGREEMENT
This AMENDMENT No. 1 TO RIGHTS AGREEMENT (the "Amendment") is entered
into as of the 8th day of November, 1999 between Aironet Wireless
Communications, Inc., a Delaware corporation (the "Company"), and Xxxxxx Trust
and Savings Bank, an Illinois banking corporation, as rights agent (the "Rights
Agent") pursuant to the Rights Agreement dated as of June 25, 1999 (the "Rights
Agreement") by and between the parties hereto, and at the direction of the
Company. Capitalized terms not otherwise defined herein shall have the meanings
given them in the Rights Agreement.
RECITALS
WHEREAS, on November 8, 1999, the Board of Directors of the Company has
determined that it is in the best interests of the Company to amend the Rights
Agreement as set forth herein immediately prior to and in connection with the
execution of that certain Agreement and Plan of Merger and Reorganization dated
as of November 8, 1999, as the same may be amended from time to time (the
"Merger Agreement"), between Cisco Systems, Inc., a California corporation
("Cisco"), Osprey Acquisition Corporation, a Delaware corporation (the "Merger
Sub"), and the Company, pursuant to which Merger Agreement, among other things,
the Merger Sub shall merge with and into the Company and the Company shall
become a wholly-owned subsidiary of Cisco (the "Merger");
WHEREAS, in connection with the Merger Agreement, the Company shall
grant an option to purchase shares of Common Stock of the Company to Cisco (the
"Cisco Option") and whereas certain of the officers, directors and stockholders
of the Company shall enter into Stockholder Agreements (the "Stockholder
Agreements") with, and grant proxies (the "Proxies") to, Cisco;
WHEREAS, Telxon Corporation is a Record Date Owner;
WHEREAS, Telxon Corporation ("Telxon") owns all issued and outstanding
stock of The Retail Technology Group, Inc., a Delaware corporation ("Tsub");
WHEREAS, prior to the execution of the Merger Agreement, the
Stockholder Agreements or the Proxies, Telxon shall transfer ownership of each
and every share of the Company then owned by Telxon to Tsub;
WHEREAS, no Distribution Date under the Rights Agreement has occurred
and the Company is executing this Amendment, and directing the Rights Agent to
execute this Amendment pursuant to Section 27 of the Rights Agreement.
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AGREEMENT
NOW, THEREFORE, the parties, intending to be legally bound, hereby
agree as follows:
1. Section 7(a) of the Rights Agreement is hereby amended and restated
to read in its entirety as follows:
"(a) The registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided in this
Agreement, including, without limitation the restrictions on
exercisability set forth in Section 7(e), Section 11(a)(ii) and
Section 24(a)) in whole or in part at any time after the
Distribution Date upon presentation of the Rights Certificate, with
the appropriate form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the principal office
of the Rights Agent, together with payment of the Purchase Price
for each share of Common Stock (or, following a triggering event,
other securities, cash or other assets, as the case may be) as to
which such Rights are exercisable, at or prior to the earlier of
(i) the later of (A) June 24, 2009 and (B) the date two (2) years
after any Distribution Date occurring prior to June 24, 2009 (the
later of such dates described in clauses (i)(A) and (i)(B) above in
this Section 7(a) being referred to in this Agreement as the "Final
Expiration Date"), (ii) the date on which the Rights are redeemed
as provided in Section 24 hereof or (iii) immediately prior to the
Effective Time, as defined in the Agreement and Plan of Merger and
Reorganization dated as of November 8, 1999, as the same may be
amended from time to time, between Cisco Systems, Inc., a
California corporation ("Cisco"), Osprey Acquisition Corporation, a
Delaware corporation (the "Merger Sub") and the Company (the
"Merger Agreement"), pursuant to which Merger Agreement, among
other things, the Merger Sub shall merge with and into the Company
and the Company shall become a wholly-owned subsidiary of Cisco
(the "Merger") (the earlier of such dates described in clauses (i),
(ii) and (iii) above in this Section 7(a) being referred to in this
Agreement as the "Expiration Date"). Notwithstanding any other
provision of this Agreement, any Person who prior to the
Distribution Date becomes a record holder of shares of Common Stock
may exercise all of the rights of a registered holder of a Rights
Certificate with respect to the Rights associated with such shares
of Common Stock in accordance with and subject to the provisions of
this Agreement, including the provisions of Section 7(e) hereof, as
of the date such Person becomes a record holder of shares of Common
Stock, regardless of whether the legends provided for in Section
3(c) of this Agreement are reflected on the certificate evidencing
such Common Stock."
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2. Section 34 of the Rights Agreement is hereby added as follows:
"Section 34. Cisco Transaction. Notwithstanding any
provision of this Rights Agreement to the contrary, no Distribution
Date, Stock Acquisition Date, Section 11(a)(ii) Event, Section 13
Event or Triggering Event shall be deemed to have occurred, neither
Cisco nor any Affiliate or Associate of Cisco shall be deemed to
have become an Acquiring Person and no holder of Rights shall be
entitled to exercise such Rights under or be entitled to any rights
pursuant to Section 7(a), 11(a) or 13(a) of this Rights Agreement
by reason of (x) the approval, execution, delivery or effectiveness
of the Merger Agreement, Cisco Option, Stockholder Agreements
and/or the Proxies or (y) the consummation of the transactions
contemplated under the Merger Agreement in accordance with the
terms thereof (including, without limitation, the consummation of
the Merger)."
3. Section 35 of the Rights Agreement is hereby added as follows:
"Section 35. Telxon Transfer. Notwithstanding any
provision of this Rights Agreement to the contrary, no Distribution
Date, Stock Acquisition Date, Section 11(a)(ii) Event, Section 13
Event or Triggering Event shall be deemed to have occurred, neither
Telxon or Tsub nor any Affiliate or Associate of either shall be
deemed to have become an Acquiring Person and no holder of Rights
shall be entitled to exercise such Rights under or be entitled to
any rights pursuant to Section 7(a), 11(a) or 13(a) of this Rights
Agreement by reason of a transfer prior to execution of the Merger
Agreement, if ever, by Telxon to Tsub of Telxon's entire beneficial
ownership of each and every share of Common Stock and the Rights
associated therewith, provided neither Telxon nor any other Person
is an Acquiring Person immediately prior to the time of transfer,
and upon such transfer Telxon and Tsub shall each be deemed a
Record Date Owner as defined in clause vi of the definition of
'Exempt Person.'"
4. Except as amended hereby the Rights Agreement shall remain
unchanged and shall remain in full force and effect.
5. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument. Faxed executed counterparts shall be originals.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
Rights Agreement to be executed by their respective duly authorized
representatives as of the date first above written.
AIRONET WIRELESS COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: President and CEO
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The undersigned Secretary of Aironet Wireless Communication's Inc.
("Aironet") hereby certifies that this Amendment has been duly adopted by the
Board of Directors of Aironet, and the officer signatory hereto is duly
authorized to execute this Amendment.
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, Secretary
XXXXXX TRUST AND SAVINGS BANK,
As Rights Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Assistant Vice President
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