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EXHIBIT 99.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of January 15, 1999 ("First Amendment"), to
Rights Agreement dated as of June 11, 1996 (the "Rights Agreement"), between
Tegal Corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C.
(the "Rights Agent"). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS, the Company and the Rights Agent previously entered into the
Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend any provision of
the Rights Agreement in accordance with the terms of such Section 26.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
agreements set forth in this Amendment, the parties hereby amend the Rights
Agreement as follows:
1. Section 1.7 of the Rights Agreement is hereby deleted in its
entirety.
2. The second sentence of Section 1.11 of the Rights Agreement is
hereby amended to (a) add the words "prior to the time that any Person has
become an Acquiring Person and" after the word "determines," and before the word
"after" and (b) delete the words "; provided, however, that there must be
Continuing Directors then in office and any such determination shall require the
concurrence of a majority of such Continuing Directors".
3. The first sentence of Section 2 of the Rights Agreement is hereby
amended to delete the words "and the holders of the Rights (who, in accordance
with Section 3, shall prior to the Distribution Date also be the holders of the
Common Shares)".
4. The second sentence of Section 3.1 of the Rights Agreement is hereby
amended in its entirety to read as follows:
"The preceding sentence notwithstanding, prior to the occurrence of
a Distribution Date specified as a result of an event described in
clause (ii) specified therein (or such later Distribution Date as
the Board of Directors of the Company may select pursuant to this
sentence), the Board of Directors of the Company may postpone, one
or more times, the Distribution Date specified as a result of an
event described in clause (ii) beyond the earlier of the date set
forth in such clause (ii)."
5. The first sentence of Section 11.1.2 is hereby amended to delete the
words "(or, if applicable, the Continuing Directors)" and "or to extend the
period during which the
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Rights may be redeemed pursuant to Section 23.1".
6. The last sentence of Section 11.4.1 of the Rights Agreement and the
penultimate sentence of Section 11.4.2 of the Rights Agreement are hereby
amended, in each case, by deleting the words ", by a majority of the Continuing
Directors then in office, or if there are no Continuing Directors".
7. The second sentence of Section 22 of the Rights Agreement is hereby
amended to read in its entirety as follows:
"In addition, in connection with the issuance or sale of Common Shares
following the Distribution Date and prior to the redemption, exchange,
termination or expiration of the Rights, the Company shall, with
respect to Common Shares so issued or sold pursuant to the exercise of
stock options or under any employee plan or arrangement, granted or
awarded, or upon exercise, conversion or exchange of securities
hereinafter issued by the Company, in each case existing prior to the
Distribution Date, issue Right Certificates representing the
appropriate number of Rights in connection with such issuance or sale;
PROVIDED, HOWEVER, that (i) no such Right Certificate shall be issued
if, and to the extent that, the Company shall be advised by counsel
that such issuance would create a significant risk of material adverse
tax consequences to the Company or the Person to whom such Right
Certificate would be issued and (ii) no such Right Certificate shall be
issued if, and to the extent that, appropriate adjustment shall
otherwise have been made in lieu of the issuance thereof."
8. Section 23.1 of the Rights Agreement is hereby amended and restated
in its entirety as follows:
"23.1 Right to Redeem. The Board of Directors of the Company
may, at its option, at any time prior to a Trigger Event, redeem all
but not less than all of the then outstanding Rights at a redemption
price of $.01 per Right, appropriately adjusted to reflect any stock
split, stock dividend, recapitalization or similar transaction
occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"), and the Company
may, at its option, pay the Redemption Price in Common Shares (based on
the "current per share market price," determined pursuant to Section
11.4, of the Common Shares at the time of redemption), cash or any
other form of consideration deemed appropriate by the Board of
Directors. The redemption of the Rights by the Board of Directors may
be made effective at such time, on such basis and subject to such
conditions as the Board of Directors in its sole discretion may
establish."
9. Section 26 of the Rights Agreement is hereby amended by deleting
clause (ii) of the second sentence thereof in its entirety, renumbering clause
(iii) of the second sentence to (ii), adding the word "or" immediately prior to
the new clause (ii) and deleting the
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words "or Redemption Date" and substituting therefor the words "pursuant to the
second sentence of Section 3.1" in the proviso of the second sentence thereof.
10. Section 34 of the Rights Agreement is hereby added in its entirety
as follows:
"Section 34. Determination and Actions by the Board of Directors.
The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise the rights and
powers specifically granted to the Board of Directors of the Company or
to the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the
right and power to (i) interpret the provisions of this Agreement and
(ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including, without limitation, a
determination to redeem or not redeem the Rights or amend this
Agreement). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all
omissions with respect to the foregoing) that are done or made by the
Board of Directors of the Company in good faith shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of
the Rights, as such, and all other parties, and (y) not subject the
Board of Directors to any liability to the holders of the Rights. The
Rights Agent is entitled to assume that the Company's Board of Directors
acted in good faith and shall be fully protected and incur no liability
in reliance thereon in accordance with this Agreement."
11. The fourth paragraph of Exhibit B to the Rights Plan (Form of Right
Certificate) is hereby amended and restated in its entirety as follows:
"Subject to the provisions of the Agreement, the Board of
Directors may, at its option, (i) redeem the Rights evidenced by this
Right Certificate at a redemption price of $.01 per Right or (ii)
exchange Common Shares for the Rights evidenced by this Certificate, in
whole or in part."
12. (a) The third paragraph of Exhibit C ("Exhibit C") to the Rights
Plan (SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES) is hereby amended to
delete the words " the Board of Directors of the Company, with the concurrence
of a majority of the Continuing Directors (as defined below), may postpone the
Distribution Date and that," (b) the tenth paragraph of Exhibit C is hereby
amended to (i) delete the words "close of business on the tenth business day
following the first date of public announcement that a Person has become an
Acquiring Person" and replace them with the words "time that an Acquiring Person
has become such" and (ii) delete the second and third sentences in their
entirety, (c) the eleventh paragraph of Exhibit C is hereby deleted in its
entirety and (d) the thirteenth paragraph of Exhibit C is hereby amended to
delete the words "(so long as, under certain circumstances, a majority of
Continuing Directors approve such shortening or lengthening)".
13. This First Amendment shall be effective as of the date hereof and,
except
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as expressly set forth herein, the Rights Agreement shall remain in full force
and effect and be otherwise unaffected hereby.
14. This First Amendment may be executed in any number of counterparts,
each of which, when executed, shall be deemed to be an original and all such
counterparts shall together constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first written above.
TEGAL CORPORATION
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Chief Financial Officer,
Treasurer and Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Relationship Manager
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