Exhibit 4.1
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This AMENDMENT NO. 1 (the "Amendment") to the Rights Agreement
(the "Rights Agreement") dated as of September 29, 1995 between Shiva
Corporation, a Massachusetts corporation (the "Company"), and American
Stock Transfer & Trust Company (the "Rights Agent"), is entered into as
of the 19th day of October, 1998. Capitalized terms not otherwise defined
herein shall have the respective meanings given to them in the Rights
Agreement by and between the parties hereto.
RECITALS
WHEREAS, the Board of Directors has determined that it is in the
best interests of the Company to amend the Rights Agreement as set forth
herein in connection with the execution of that certain Agreement and
Plan of Merger dated as of October 19, 1998, as the same may be amended
from time to time (the "Merger Agreement"), among the Company, Intel
Corporation, a Delaware corporation ("Intel"), and Intel Networks,
Incorporated, a Massachusetts corporation and a direct, wholly-owned
subsidiary of Intel ("Merger Sub") (pursuant to which Merger Agreement,
among other things, Merger Sub shall merge with and into the Company (the
"Merger")).
WHEREAS, the Company has requested that the Rights Agreement be amended
in accordance with Section 27 of the Rights Agreement, as set forth herein,
and the Rights Agent is willing to amend the Rights Agreement as set forth
herein.
AGREEMENT
NOW, THEREFORE, the parties, intending to be legally bound, hereby
agree as follows:
1. Section 7(a) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"(a) Subject to Section 7(e) hereof, the registered holder
of any Rights Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein including,
without limitation, the restrictions on exercisability set
forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
hereof) in whole or in part at any time after the
Distribution Date upon surrender of the Rights Certificate,
with the form of election to purchase and the certificate
on the reverse side thereof duly executed, to the Rights
Agent at the office of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase
Price with respect to the total number of one one-
hundredths of a share of Preferred Stock (or other
securities, cash or other assets, as the case may be) as to
which such surrendered Rights are then exercisable, at or
prior to the earlier of (i) the Final Expiration Date,
(ii) the time at which the Rights are redeemed as provided
in Section 23 hereof, (iii) the time at which the Rights
expire pursuant to Section 13(d) hereof, (iv) the time at
which such Rights are exchanged as provided in Section 24
hereof, or (v) immediately prior to the Effective Time, as
defined in the Agreement and Plan of Merger dated as of
October 19, 1998, as the same may be amended from time to
time, between the Company, Intel Corporation, a Delaware
corporation ("Intel"), and Intel Networks, Incorporated, a
Massachusetts corporation and a direct, wholly-owned
subsidiary of Intel ("Merger Sub"), pursuant to which
Merger Agreement, among other things, the Merger Sub shall
merge with and into the Company (the "Merger") (the earlier
of (i), (ii), (iii), (iv) and (v) being herein referred to
as the "Expiration Date")."
2. Section 35 of the Rights Agreement is hereby added as follows:
"Section 35. Intel Transaction. Notwithstanding any
provision of this Rights Agreement to the contrary, no
Distribution Date, Stock Acquisition Date or Triggering
Event shall be deemed to have occurred, neither Intel nor
any Affiliate or Associate of Intel (including without
limitation the Merger Sub) shall be deemed to have become an
Acquiring Person and no holder of Rights shall be entitled
to exercise such Rights under or be entitled to any rights
pursuant to Section 7(a), 11(a) or 13(a) of this Rights
Agreement by reason of (x) the approval, execution, delivery
or effectiveness of the Merger Agreement or (y) the
consummation of the transactions contemplated under the
Merger Agreement in accordance with the terms thereof
(including, without limitation, the consummation of the
Merger)."
3. Except as amended hereby, the Rights Agreement shall remain unchanged
and shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall
constitute one instrument.
[signatures on following page]
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective duly authorized representatives as of the
date first above written.
SHIVA CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Finance and Administration
Chief Financial Officer
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: /s/Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
