EXHIBIT 4.2
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
Amendment No. 1 to Rights Agreement, dated February 15, 2000, to Rights
Agreement, dated as of November 26, 1996 (the "Rights Agreement") between Integ
Incorporated, a Minnesota corporation, and Norwest Bank Minnesota, National
Association (all terms not otherwise defined herein shall have the meanings
ascribed to them in the Rights Agreement).
WITNESSETH:
WHEREAS, the Company and the Rights Agent have previously entered into the
Rights Agreement specifying the terms of the Rights;
WHEREAS, Section 27 of the Rights Agreement provides that, prior to the
time any Person becomes an Acquiring Person and subject to certain limitations
contained in such Section, the Company may by resolution of its Board of
Directors and the Rights Agent shall, if the Company so directs, supplement or
amend any provision of the Rights Agreement without the approval of any holders
of Rights Certificates;
WHEREAS, no Person has become an Acquiring Person;
WHEREAS, Amira Medical, a Delaware corporation ("Amira") and the Company
have entered into a Series B Preferred Stock Purchase Agreement (the "Stock
Purchase Agreement") pursuant to which Amira may purchase up to 3,000,000 shares
of Series B Preferred Stock ("Series B Preferred") of the Company upon the terms
and subject to the conditions contained in the Stock Purchase Agreement; and
WHEREAS, the Company's Board of Directors has duly approved amending the
Rights Agreement to contain the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereby agree as follows:
1. Amendment to Section 1(a). The definition of "Acquiring Person"
contained in Section 1(a) of the Rights Agreement is
hereby amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
Amira shall not be deemed to be an Acquiring Person by virtue of (i) the
acquisition of Series B Preferred pursuant to the Stock Purchase Agreement
or (ii) the conversion of shares of Series B Preferred into Common Shares
of the Company pursuant to the terms
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of the Stock Purchase Agreement and the Certificate (as defined in the
Stock Purchase Agreement)."
2. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
hereby amended to add the following sentence at the end thereof.
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as the result of the
announcement or occurrence of (i) the execution of the Stock Purchase
Agreement, (ii) the acquisition by Amira of shares of Series B Preferred
pursuant to the Stock Purchase Agreement, or (iii) the conversion of the
shares of Series B Preferred held by Amira into Common Shares in accordance
with the Stock Purchase Agreement and the Certificate."
3. Other Provisions. The other provisions of the Rights Agreement shall
continue in full force and effect as set forth in the Rights Agreement and are
not affected in any way by this Amendment No. 1.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed on the day and year first set forth above.
INTEG INCORPORATED
By: /s/ Xxxxx X Xxxxxxx
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Xxxxx X. Xxxxxxx
Chief Executive Officer
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Account Manager
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