Exhibit 3.1(c)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this "Amendment"), dated as of
October 30, 2002, is made between Rural/Metro Corporation, a Delaware
corporation (the "Company"), and Computershare Trust Company, Inc., a Colorado
corporation (f/k/a American Securities Transfer, Inc.) (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement, dated as of August 23, 1995 (the "Rights Agreement");
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company has
the right to amend the Rights Agreement, and the Rights Agent is required to
approve such amendment upon the direction of the Company; and
WHEREAS, the Company hereby directs an amendment to the Rights Agreement,
and the Rights Agent consents to such amendment of the Rights Agreement as set
forth in this Amendment.
NOW THEREFORE, the parties hereto mutually agree as follows:
1. AMENDMENT TO SECTION 1(A). Section 1(a) of the Rights Agreement is
hereby amended and restated, in its entirety, to read as follows:
"(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding except the term "Acquiring
Person" shall not include the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any person or entity
organized, appointed or established by the Company for or
pursuant to the terms of any such plan; provided, however,
if the Board of Directors of the Company determines in good
faith that a Person that would otherwise qualify as an
"Acquiring Person" has become such inadvertently, and such
Person divests as promptly as practicable a sufficient
number of shares of Common Stock so that such Person would
no longer be an "Acquiring Person," then such Person shall
not be deemed to be or have been an "Acquiring Person" for
any purposes of this Agreement."
2. SURVIVAL OF TERMS AND PROVISIONS OF RIGHTS AGREEMENT. Except as
expressly modified and superseded by this Amendment, all terms and provisions of
the Rights Agreement shall continue in full force and effect. The Company and
the Rights Agent agree that the Rights Agreement, as amended hereby, shall
continue to be legal, valid, binding and enforceable against each party hereto,
in accordance with the terms of the Rights Agreement, as amended hereby.
3. FINAL AGREEMENT. The Rights Agreement, as amended hereby, represents the
entire expression of the parties with respect to the subject matter therein and
herein, on the date this Amendment is executed.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts or via facsimile, all of which taken together, shall constitute an
original and one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on date
set forth above.
RURAL/METRO CORPORATION
By: Xxxx X. Xxxxx III
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Name: Xxxx X. Xxxxx III
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Title: Senior Vice President & General
Counsel
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COMPUTERSHARE TRUST COMPANY, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Vice President
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COMPUTERSHARE TRUST COMPANY, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Secretary/Treasurer
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