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EXHIBIT 21(b)(3)
THIRD AMENDMENT TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
This Third Amendment to Shareholder Protection Rights Agreement is made and
entered into effective March 12, 1999, by and between GENTEX CORPORATION (the
"Company"), and AMERICAN STOCK TRANSFER AND TRUST COMPANY (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company currently has outstanding 72,494,242 shares of its
common stock; and ----------
WHEREAS, the aforementioned shares of common stock are subject to a certain
Shareholder Protection Rights Agreement effective August 26, 1991, between the
Company and the Rights Agent; and
WHEREAS, by virtue of a previous amendment to the aforementioned Rights
Agreement and a subsequent stock dividend, the Exercise Price pursuant to the
Rights Agreement is currently at $27.
NOW, THEREFORE, pursuant to Section 5.4 of the aforementioned Rights
Agreement, the Company and the Rights Agent hereby amend and restate Section 1.7
of the Rights Agreement to read as follows:
1.7 "Exercise Price" shall mean, as of any date,
the price at which a holder may purchase the securities
issuable upon exercise of one whole Right. Until adjustment
thereof in accordance with the terms hereof, the Exercise
Price shall equal $40."
Except for the amendment to Section 1.7 set forth above, the aforementioned
Shareholder Protection Rights Agreement shall continue in full force and effect
in accordance with its terms.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed effective as of the date specified above.
GENTEX CORPORATION
By /s/ Xxxxxx Xxxxxxx
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Its Corporate Secretary
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AMERICAN STOCK TRANSFER
AND TRUST COMPANY
By /s/ XXXXXXX X. XXXXXX
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Its XXXXXXX X. XXXXXX
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VICE PRESIDENT
