Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of March 27, 2000, to the Rights Agreement, dated
as of May 1, 1991, by and between Shared Medical Systems Corporation, a Delaware
corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the
successor, pursuant to Section 19 of such agreement, to the original rights
agent) (the "Rights Agent").
Witnesseth
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WHEREAS, the Company and Pittsburgh National Bank (the original rights
agent) entered into the Rights Agreement, dated as of May 1, 1991 (the "Original
Agreement"); and
WHEREAS, the Board of Directors of the Company deems it advisable and in
the best interests of the Company and its stockholders to amend the Original
Agreement in the manner set forth herein in order to eliminate the "Continuing
Director" provisions of the Original Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, and intending to be legally bound, the parties hereby agree as
follows:
Section 1. Amendments. The Original Agreement is hereby amended by
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deleting (i) paragraph (k) of Section 1 thereof, and (ii) all requirements and
conditions set forth in the Original Agreement that the Continuing Directors (as
defined in the Original Agreement) or a majority or other subset of Continuing
Directors, exist, or that they approve, consent to, agree to, authorize, concur,
or otherwise take any action with respect to any matter, including without
limitation, any such requirements and conditions set forth in Sections 23 and 26
of the Original Agreement, and substituting therefor, in each such place, a
correlative requirement or condition that the Board of Directors of the Company
exist, approve, consent to, agree to, authorize, concur, or otherwise take
action, as the case may be.
Section 2. Restatement. The parties hereto shall restate the Original
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Agreement, as amended by this Amendment No. 1.
Section 3. Agreement in Effect. Except as hereby amended, the Original
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Agreement shall remain in full force and effect.
Section 4. Governing Law. This Amendment shall be deemed to be a
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contract made under the laws of the jurisdiction of incorporation of the
Company, as the same may change from time to time, and for all purposes shall be
governed by and construed in accordance with the laws of such jurisdiction
applicable to contracts made and to be performed entirely within such
jurisdiction.
Section 5. Counterparts. This Amendment may be executed in any number of
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counterparts, and each of such counterparts shall, for all purposes, be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
Section 6. Descriptive Headings. The descriptive headings of the
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Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers as of the day and year first
above written.
Attest: SHARED MEDICAL SYSTEMS CORPORATION
By /s/ Xxxxxx X. Xxxxxx By /s/Xxxxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxx
Title: Assistant Secretary Title: Senior Vice President, Chief
Financial Officer, Treasurer and
Assistant Secretary
Attest: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx Xxxxxxxx
______________________ __________________________________
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President Title: Vice President
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