AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Exhibit
4(b)
AMENDMENT NO. 1 TO RIGHTS
AGREEMENT
This
Amendment No. 1 (this “Amendment”) is made
as of the 11th day
of December, 2009 to the Rights Agreement (“Rights Agreement”)
dated January 6, 2000 between Met-Pro Corporation, a Pennsylvania corporation
(“Met-Pro”) and
American Stock Transfer and Trust Company, LLC (“Rights
Agent”).
_______________________
WHEREAS,
Met-Pro and the Rights Agent entered into the Rights Agreement on January 6,
2000; and
WHEREAS, Met-Pro
desires to amend the Rights Agreement, as authorized by and pursuant to Section
27 thereof;
NOW,
THEREFORE, Met-Pro and the Rights Agent hereby agree as follows:
1. The
definition of “Expiration Date” provided for in Section 1(l) of the Rights
Agreement is hereby replaced with the following definition:
“
‘Expiration Date’ shall mean the earliest of (i) the close of business on the
twentieth (20th)
anniversary of the Record Date (the “Final Expiration Date”), (ii) the time at
which the Rights are redeemed as provided for in Section 23 hereof, or (iii) the
time at which the Rights are exchanged pursuant to Section 24
hereof.”
2. The
“Purchase Price” (as defined by Section 7(b) of the Rights Agreement) is set and
determined to be Fifty Seven Dollars ($57.00). For the avoidance of doubt, it is
stated that such Fifty Seven Dollars ($57.00) Purchase Price is the Purchase
Price that shall be in effect effective with this Amendment, and that such Fifty
Seven Dollars ($57.00) shall not be deemed to have been adjusted by adjustments
made prior to the date of this Amendment pursuant to the provisions of the
Rights Agreement, including without limitation those adjustments provided for by
Section 11 of the Rights Agreement. Nothing in the foregoing shall be deemed to
amend or modify the prospective application of the provisions of the Rights
Agreement that shall hereafter result in an adjustment to the Purchase Price,
including without limitation the provisions of Section 11 of the Rights
Agreement.
3. This
Amendment shall bind and inure to the benefit of the Company and the Rights
Agent and their respective successors and assigns.
Except
as set forth herein, the Rights Agreement is agreed to be in force and effect
and unmodified and not amended.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
|
MET-PRO
CORPORATION
By: /s/ Xxxxxxx Xx
Xxxx
Xxxxxxx
Xx Xxxx
|
AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
XXXXXXX X. XXXXXX
Title: VICE
PRESIDENT
|
|
Attest: /s/ Xxxx X.
Xxxxxx
Name: Xxxx X.
Xxxxxx
Title: _CFO
_______________________________
|
Attest: /s/ Xxxxx
Xxxxxx
Name: XXXXX
XXXXXX
Title:
Assistant
Secretary
|
1
