EXHIBIT 99.9
Second Amendment to Rights Agreement, dated as of April 15, 1997,
between AST Research, Inc. and American Stock Transfer and Trust Company,
as Successor Rights Agent
EXHIBIT 9
SECOND AMENDMENT TO RIGHTS AGREEMENT
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THIS SECOND AMENDMENT to the Amended and Restated Rights Agreement, dated
as of January 28, 1994, by and between AST Research, Inc. (the "Company") and
American Stock Transfer and Trust Company, as successor Rights Agent ("American
Stock Transfer"), as amended by the First Amendment to Rights Agreement, dated
as of March 1, 1995 (as so amended, the "Rights Agreement"), is dated as of this
15th day of April, 1997.
WHEREAS, the Company and American Stock Transfer are parties to the Rights
Agreement, pursuant to which American Stock Transfer acts as successor Rights
Agent; and
WHEREAS, the Company, Samsung Electronics Co. Ltd. ("Purchaser") and AST
Acquisition, Inc. ("Merger Sub") have entered into that certain Agreement and
Plan of Merger, dated as of April 14, 1997 (the "Merger Agreement"), pursuant to
which (a) Purchaser will acquire all of the outstanding shares of Common Stock
of the Company not owned by Purchaser or its affiliates and (b) Purchaser and
its affiliates will collectively own all of the Common Stock of the Company; and
WHEREAS, Section 27 of the Rights Agreement provides that prior to a
Distribution Date (as defined in the Rights Agreement), the Company and the
Rights Agent shall, if the Company so directs and upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed amendment is in compliance with Section 27, amend any provision of the
Rights Agreement without the approval of the holders of Common Stock;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties agree to amend the Rights Agreement as follows:
1. Section 35 shall be added to the Rights Agreement and shall read in its
entirety as follows:
"Section 35. Termination of Rights. Notwithstanding any
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provision of this Agreement to the contrary, the Rights shall
expire immediately prior to the Effective Time, as such term is
defined in the Agreement and Plan of Merger, dated as of April
14, 1997, by and among the Company, Samsung Electronics Co. Ltd.
and AST Acquisition, Inc."
2. Except as set forth herein, the Rights Agreement shall remain in full
force and effect.
3. This Amendment 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
performed entirely within such State.
4. This Amendment may be executed in any number of counterparts, and each
such counterpart shall for all purposes be deemed to be an original, with all
such counterparts together constituting one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first written above.
Attest: AST RESEARCH, INC.
By: /s/ XXXXX X. XXXXXX By: /s/ X.X. XXX
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Name: Xxxxx X. Xxxxxx Name: Xxxxx Xxx Xxx
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Title: Executive Assistant Title: President and Chief
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Executive Officer
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Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ XXXXXXXXX X. XXXXX By: /s/ X. X. XXXXXX
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Name: Xxxxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxx
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Title: Vice President Title: Vice President
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