Preferred Share Rights Agreement Sample Contracts

Standard Contracts

RECITALS
Preferred Share Rights Agreement • January 13th, 2004 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus
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AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED PREFERRED SHARE RIGHTS AGREEMENT
Preferred Share Rights Agreement • July 9th, 2004 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 2 (this “Amendment”) to the Second Amended and Restated Preferred Shares Rights Agreement (the “Rights Agreement”) is made effective as of October 31, 2001. This Amendment is an amendment to the Rights Agreement dated August 21, 2000 between Cyberonics, Inc., a Delaware corporation (the “Company”), and Fleet National Bank N.A. (formerly known as BankBoston, N.A., formerly known as The First National Bank of Boston and referred to herein as the “Rights Agent”).

AMENDMENT TO AMENDED AND RESTATED PREFERRED SHARE RIGHTS AGREEMENT
Preferred Share Rights Agreement • January 25th, 2007 • Cholestech Corporation • Electromedical & electrotherapeutic apparatus • California

This Amendment to Amended and Restated Preferred Share Rights Agreement (this “Amendment”) is entered into as of this 19th day of January, 2007 by and between Cholestech Corporation, a California corporation (the “Company”), and Computershare Investor Services, LLC (the “Rights Agent”).

AMENDMENT TO AMENDED AND RESTATED PREFERRED SHARE RIGHTS AGREEMENT
Preferred Share Rights Agreement • November 10th, 2008 • Atmel Corp • Semiconductors & related devices • California

AMENDMENT, dated as of November 10, 2008 (this “Amendment”), between Atmel Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (“AST”), as successor Rights Agent (the “Rights Agent”) to EquiServe, L.P., to the Amended and Restated Preferred Share Rights Agreement, dated as of October 18, 1999 (the “Rights Agreement”), between the Company and EquiServe, L.P., as successor to BankBoston, N.A. (“BankBoston”).

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED PREFERRED SHARE RIGHTS AGREEMENT
Preferred Share Rights Agreement • February 1st, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 5 (this “Amendment”) to Second Amended and Restated Preferred Shares Rights Agreement (the “Rights Agreement”) is made effective as of January 29, 2007. This Amendment is an amendment to the Rights Agreement dated August 21, 2000 between Cyberonics, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (formerly Equiserve Trust Company, N.A. and referred to herein as the “Rights Agent”).

INTERWAVE COMMUNICATIONS INTERNATIONAL LTD. AND WELLS FARGO BANK MINNESOTA, N.A. PREFERRED SHARE RIGHTS AGREEMENT Dated as of December 2, 2003
Preferred Share Rights Agreement • December 18th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • Delaware

This Preferred Share Rights Agreement is dated as of December 2, 2003, between Interwave Communications International Ltd., a company organized under the laws of Bermuda, (the “Company”), and Wells Fargo Bank Minnesota, N.A. (the “Rights Agent”).

AND
Preferred Share Rights Agreement • January 5th, 2005 • Cholestech Corporation • Electromedical & electrotherapeutic apparatus • California
FIRST AMENDMENT TO AMENDED AND RESTATED PREFERRED SHARE RIGHTS AGREEMENT
Preferred Share Rights Agreement • August 18th, 2010 • Phoenix Technologies LTD • Services-prepackaged software • Delaware

This First Amendment to Amended and Restated Preferred Share Rights Agreement (this “Amendment”), is made and entered into as of August 17, 2010, by and between Phoenix Technologies Ltd., a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Amended and Restated Preferred Shares Rights Agreement, by and between the Company and the Rights Agent, dated as of October 21, 2009 (the “Rights Agreement”).

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