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EXHIBIT 2
SYBASE, INC.
and
THE FIRST NATIONAL BANK OF BOSTON
Rights Agent
AMENDMENT NO. 1
TO PREFERRED SHARES RIGHTS AGREEMENT
Dated as of July 15, 1994
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AMENDMENT NO. 1
TO PREFERRED SHARES RIGHT AGREEMENT
This Amendment No. 1 to Preferred Shares Rights Agreement is entered
into by and between Sybase, Inc., a Delaware corporation (the "Company"), and
The First National Bank of Boston ( the "Rights Agent").
R E C I T A L S
A. On March 24, 1992, the Company and the Rights Agent entered into a
Preferred Shares Rights Agreement (the "Agreement").
B. Section 27 of the Agreement provides that the Company may supplement or
amend the Agreement in any respect without the approval of any holders
of Rights and the Rights Agent shall, if the Company so directs,
execute such supplement or amendment.
C. On January 27,1994, the Board of Directors of the Company adopted an
amendment to the Agreement pursuant to which the Purchase Price set
forth in Section 7 (b) of the Agreement was amended to $250.00, after
giving effect to the two-for-one stock split of the Company's Common
Stock effected in November 1993.
A G R E E M E N T
NOW THEREFORE, the Company and the Rights Agent agree as follows:
1. Section 7 (b) of the Agreement shall be amended in its entirety to read
as follows:
" The Purchase Price for each one-thousandth of a Preferred
Share issuable pursuant to the exercise of a Right shall
initially be $250.00 (after giving effect to the two-for-one
split of the Company's Common Stock effected in November
1993), shall be subject to adjustment from time-to-time as
provided in Sections 11 and 13 hereof and shall be payable in
lawful money of the United States of America in accordance
with paragraph (c) below."
2. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Agreement.
3. In all other respects, the Agreement shall continue in full force and
effect without change.
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IN WITNESS WHEREOF; the Company and the Rights Agent have executed this
Amendment No. 1 as of the later of the dates set forth below, to be effective as
of January 27, 1994.
July 15, 1994 SYBASE, INC.
By: /s/ Xxxxx Xxxxxx
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July 15, 1994 THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxx Xxxxxxx
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