1
EXHIBIT 4.1
RIGHTS AGREEMENT AMENDMENT
RIGHTS AGREEMENT AMENDMENT, dated as of August 4, 1997 (the
"Amendment"), to the Rights Agreement, dated as of November 11, 1994 (the
"Rights Agreement"), between Showscan Entertainment Inc., a Delaware corporation
(the "Company"), and Continental Stock Transfer & Trust Company (the "Rights
Agent").
The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement. Pursuant to Section 27 of the Rights
Agreement, the Company and the Rights Agent may from time to time supplement or
amend the Rights Agreement in accordance with the provisions of Section 27
thereof.
In consideration of the foregoing premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereto agree
as follows:
1. Section 1(a) of the Rights Agreement is hereby amended
by adding a new sentence as the final sentence thereto, which shall read in its
entirety as follows:
"Notwithstanding anything in this Agreement, none of
Iwerks Entertainment, Inc., a Delaware corporation
("Iwerks"), Xxx X. Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxx X.
XxXxxxxxxxx, XxXxxxxxxxx Showscan Limited Partnership,
United Artists Theatre Circuit, Inc. or Xxxxxxx X. Xxxx,
Xx., or their respective Affiliates or Associates, or
any other Person, shall become an "Acquiring Person"
solely as the result of entering into, performing the
terms of, or consummating the transactions contemplated
by (x) the Agreement and Plan of Reorganization, dated
as of August 4, 1997, as amended from time to time (the
"Merger Agreement"), among the Company, Iwerks and IWK-1
Merger Corporation, a Delaware corporation and a wholly
owned subsidiary of Iwerks or (y) the Stockholder Support
Agreement dated as of August 4, 1997 by and between
Iwerks and Xxxxxx X. XxXxxxxxxxx, the Stockholder Support
Agreement dated as of August 4, 1997 by and between
Iwerks and XxXxxxxxxxx Showscan Limited Partnership, the
Stockholder Support Agreement dated as of August 4, 1997
by and between Iwerks and Xxxxxxx X. Xxxx, Xx. or the
Stockholder Support Agreement dated as of August 4, 1997
by and between Iwerks and United Artists Theatre
Circuit, Inc., in each case as amended from time to time
(collectively, the "Stockholder Support Agreements")."
2. Section 3(a) of the Rights Agreement is hereby amended
by adding a new sentence as the final sentence thereto, which shall read in its
entirety as follows:
2
"Notwithstanding anything in this Agreement to the
contrary, a Distribution Date shall not be deemed to have
occurred solely as a result of (i) the approval, execution
or delivery of the Merger Agreement or the Stockholder
Support Agreements, or (ii) the consummation of the Merger
(as defined in the Merger Agreement) or the performance of
the terms of the Stockholder Support Agreements."
3. Section 7(a) of the Rights Agreement is hereby modified
and amended to read in its entirety as follows:
"(a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the
principal office of the Rights Agent, together with
payment of the Purchase Price for each one one-thousandth
of a Preferred Share as to which the Rights are exercised,
at or prior to the earliest of (i) the close of business
on November 11, 2004 (the "Final Expiration Date"), (ii)
the time at which the Rights are redeemed as provided in
Section 23 hereof (the "Redemption Date"), (iii) the
closing of the Merger, at which time the Rights are deemed
terminated, or (iv) the time at which such Rights are
exchanged as provided in Section 24 hereof."
4. Section 13 of the Rights Agreement is hereby amended by
adding a new sentence as the final sentence thereto, which shall read in its
entirety as follows:
"Notwithstanding anything in this Agreement to the
contrary, (x) no event described in subsections (a) - (c)
of this Section 13 shall be deemed to have occurred solely
as a result of the approval, execution, delivery or
performance of the terms of, the Merger Agreement or the
Stockholder Support Agreements and (y) in the event of the
consummation of the Merger, this Agreement and the rights
of holders of Rights hereunder shall be terminated."
5. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
6. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument.
7. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained
in the Rights Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.
SHOWSCAN ENTERTAINMENT INC.
By: /s/ Xxxxxx Xxxx
------------------------------
Name: Xxxxxx Xxxx
Title: President and Chief Executive
Officer
CONTINENTAL STOCK
TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
