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EXHIBIT 4.3
FIRST AMENDMENT OF RIGHTS AGREEMENT
Pursuant to Section 26 of the Rights Agreement, dated as of February 27,
1996, by and between InControl, Inc. (the "Company") and First Interstate Bank
of Washington, N.A. (now ChaseMellon Shareholder Services, L.L.C.) (the "Rights
Agreement"), the Company, by this First Amendment of Rights Agreement, dated
April 17, 1998, does hereby amend the Rights Agreement as follows:
Section 1 is hereby amended to add the following paragraph as a new last
paragraph at the end of the definition of "Beneficial Ownership":
"Notwithstanding the foregoing, a Person shall not be deemed to be the
Beneficial Owner of the shares of Common Stock underlying shares of the
Company's Series B Convertible Preferred Stock (including, without limitation,
for purposes of determining whether such Person is an Acquiring Person) until
such time as such shares of Series B Convertible Preferred Stock are converted
into shares of Common Stock."
IN WITNESS WHEREOF, the Company has executed this First Amendment to
Rights Agreement as of the date first written above.
INCONTROL, INC.
/s/ Xxxxxx X. Xxxxxx III
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Xxxxxx X. Xxxxxx III
Vice President, Finance,
Chief Financial Officer and
Secretary
