EXHIBIT 2.3
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
AGREEMENT, dated as of this 6th day of January, 1997, by and
between Xxxxxx Life Sciences, Inc. (formerly named Xxxxxx Lasersonics, Inc.), a
Delaware corporation (the "Company"), and American Stock Transfer & Trust
Company, a New York corporation, as successor Rights Agent (the "Rights Agent").
W I T N E S S E T H :
WHEREAS, the Company and The First National Bank of Boston, a
national banking association (the "Bank of Boston"), are the parties to the
Rights Agreement dated January 7, 1988, as amended by Amendment No. 1 to Rights
Agreement dated January 17, 1991, and the parties hereto are the parties to
Amendment No. 2 to Rights Agreement dated as of April 8, 1992, and Amendment No.
3 to Rights Agreement dated as of March 11, 1996 (collectively, the "Rights
Agreement"); and
WHEREAS, the Bank of Boston has heretofore been succeeded by
American Stock Transfer & Trust Company as Rights Agent under the Rights
Agreement; and
WHEREAS, the Board of Directors of the Company has duly
determined that it is in the best interests of the Company and its stockholders
to effect the amendment to the Rights Agreement which is hereinafter set forth;
and
WHEREAS, in accordance with the provisions of Section 26 of the
Rights Agreement, said amendment was duly adopted by the Board of Directors of
the Company on January 6, 1997.
NOW, THEREFORE, in consideration of the covenants herein and in
the Rights Agreement contained, the parties hereto hereby agree as follows:
1. Amendment.
1.1 Definition of "Acquiring Person". Section 1(a) of the
Rights Agreement is hereby amended to read in its entirety 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 more than 50% of the
shares of Common Stock then outstanding, but 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."
2. Rights Agreement Reconfirmed. Except as expressly modified
hereby, the Rights Agreement shall continue in full force and effect in
accordance with its terms, and is hereby ratified and confirmed.
3. Execution by Rights Agent. In executing and delivering this
Agreement, the Rights Agent shall be entitled to all privileges and immunities
afforded to the Rights Agent under the terms and conditions of the Rights
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.
XXXXXX LIFE SCIENCES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
______________________________
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ Xxxxxxx Xxxxxx
______________________________
Name: Xxxxxxx Xxxxxx
Title: First Vice President,
Administration
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