EXHIBIT 4.1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED
RIGHTS AGREEMENT
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AMENDMENT NO. 1
TO AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (this
"Amendment"), dated as of February 20, 1996, is entered into between Mycogen
Corporation, a California corporation (the "Company") and The First National
Bank of Boston, a national banking association (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are party to that certain Amended and
Restated Rights Agreement dated as of October 19, 1995, (the "Rights
Agreement"); and
WHEREAS, the Company desires to amend the Rights Agreement as set forth in this
Amendment to eliminate references to The Lubrizol Corporation.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1(a) of the Rights Agreement is hereby deleted in its entirety and
replaced with the following:
(a) "Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates and Associates (as
such terms are hereinafter defined) of such Person, shall be the
Beneficial Owner (as such term is hereinafter defined) of 25% or more
of the Common Shares of the Company then outstanding, but shall not
include (i) the Company, any Subsidiary (as such term is hereinafter
defined) of the Company, any employee benefit plan of the Company or
any Subsidiary of the Company, or any entity holding Common Shares for
or pursuant to the terms of any such plan, and (ii) any Person who or
which (together with all Affiliates or Associates of such Person) shall
become the Beneficial Owner of 25% or more of the Common Shares of the
Company then outstanding, if the transaction or series of related
transactions in which such Person (together with all Affiliates or
Associates of such Person) became the Beneficial Owner of 25% or more
of the Common Shares of the Company then outstanding, had received
prior approval of a majority of the Continuing Directors (such Person
(together with all Affiliates or Associates of such Person), an
"Approved Person"); provided, that in the event a Person is not an
Acquiring Person by reason of clause (ii) of this Section 1(a), such
Person shall become an Acquiring Person, in the event such Person
thereafter acquires Beneficial Ownership of any additional Common
Shares or other voting securities unless such acquisition of such
additional Common Shares or voting securities would not result in such
Person becoming an Acquiring Person by reason of any provision of this
Agreement, including, without limitation, clause (ii) of this Section
1(a). Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of any recapitalization of the Company
or any other action taken by the Company
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or its Affiliates or Associates including, without limitation, any
repurchase of voting securities by the Company that has the effect of
increasing the proportionate number of shares beneficially owned by
such Person to more than 25% of the Common Shares of the Company then
outstanding provided, however, that if any Person shall become the
Beneficial Owner of 25% or more of the Common Shares of the Company
then outstanding by reason of the taking of such action or series of
actions by the Company or such Affiliates or Associates and such Person
shall, after such action or series of actions, increase its beneficial
ownership of Common Shares of the Company (or, in the case of the
members of an Approved Person, increase its beneficial ownership of
voting securities), then such Person shall be deemed to be an
"Acquiring Person." Notwithstanding any provision to the contrary in
this Agreement, no amendment shall be made to this definition without
the consent of an Approved Person if the effect of such amendment would
be to reduce the aggregate percentage ownership of the total combined
voting power of the voting securities that such Approved Person would
be permitted to beneficially own at any time without being deemed an
"Acquiring Person" hereunder.
All other provisions of the Rights Agreement will continue in full force and
effect.
This Amendment may be executed in one or more counterparts, each of which will
be deemed to be an original, but all of which taken together will constitute one
and the same agreement.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment
to be executed as of the date and year first above written.
"COMPANY" "RIGHTS AGENT"
MYCOGEN CORPORATION, THE FIRST NATIONAL BANK OF BOSTON,
a California corporation a national banking association
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxxxxxx
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Title: President Title: Senior Account Manager
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