Preferred Shares Rights Agreement Sample Contracts

RECITALS
Preferred Shares Rights Agreement • June 14th, 2004 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware
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AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • December 15th, 2004 • Peoplesoft Inc • Services-prepackaged software • Delaware
WITNESSETH:
Preferred Shares Rights Agreement • October 10th, 2008 • Ronson Corp • Miscellaneous chemical products
PREFERRED SHARES RIGHTS AGREEMENT Dated as of June 9, 2022 between ZYMEWORKS INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent
Preferred Shares Rights Agreement • June 10th, 2022 • Zymeworks Inc. • Pharmaceutical preparations • Delaware

This Preferred Shares Rights Agreement (this “Agreement”), dated as of June 9, 2022, is between Zymeworks Inc., a corporation continued under the Business Corporations Act (British Columbia) (the “Company”), and Computershare Trust Company, N.A., a United States federally chartered trust company, as rights agent (the “Rights Agent”). Each of the Company and the Rights Agent are sometimes referred to as a “Party.” All capitalized terms used in this Agreement have the meanings given to them in Section 1.

EXHIBIT B
Preferred Shares Rights Agreement • February 18th, 2004 • Aspect Communications Corp • Services-prepackaged software • California
COST PLUS, INC. and COMPUTERSHARE TRUST COMPANY, N.A., Rights Agent AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT Dated as of June 24, 2008
Preferred Shares Rights Agreement • June 25th, 2008 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • Delaware

THIS AMENDED AND RESTATED PREFERRED SHARE RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2008 by and between COST PLUS, INC., a California corporation, and COMPUTERSHARE TRUST COMPANY, N.A.

RECITALS
Preferred Shares Rights Agreement • December 13th, 2005 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
WITNESSETH
Preferred Shares Rights Agreement • October 10th, 2008 • Ronson Corp • Miscellaneous chemical products
and
Preferred Shares Rights Agreement • July 25th, 2006 • Celebrate Express, Inc. • Retail-misc general merchandise stores • Washington
NEUROCRINE BIOSCIENCES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY RIGHTS AGENT AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT DATED AS OF JANUARY 11, 2002
Preferred Shares Rights Agreement • January 14th, 2002 • Neurocrine Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
3COM CORPORATION AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • September 28th, 2007 • 3com Corp • Computer communications equipment • Delaware

This Amendment No. 1 (this “Amendment"), dated as of September 28, 2007, is made by and between 3Com Corporation., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York state trust company (the “Rights Agent”) to amend the Third Amended and Restated Preferred Shares Rights Agreement, dated as of November 4, 2002, by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used in this Amendment but not defined herein shall have the meaning assigned to them in the Rights Agreement.

PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • September 22nd, 1997 • Innerdyne Inc • Services-commercial physical & biological research • Delaware
PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • March 12th, 2002 • Fusion Medical Technologies Inc • Surgical & medical instruments & apparatus • Delaware
PHOENIX TECHNOLOGIES LTD. and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT Dated effective as of October 21, 2009
Preferred Shares Rights Agreement • October 21st, 2009 • Phoenix Technologies LTD • Services-prepackaged software • Delaware

This Amended and Restated Preferred Share Rights Agreement, dated effective as of October 21, 2009 by and between Phoenix Technologies Ltd., a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”), amends and restates in its entirety the Amended and Restated Preferred Share Rights Agreement dated as of October 5, 2007, between the Company and the Rights Agent (the “2007 Amended Rights Agreement”). The 2007 Amended Rights Agreement amended and restated the Preferred Share Rights Agreement dated as of October 22, 1999, by and between the Company and BankBoston, N.A., a national banking association (the predecessor rights agent to the Rights Agent).

AND
Preferred Shares Rights Agreement • August 2nd, 1999 • Collagen Aesthetics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EXHIBIT 4.3
Preferred Shares Rights Agreement • March 15th, 2005 • Trimble Navigation LTD /Ca/ • Measuring & controlling devices, nec
EX-4.8 3 b55051a1exv4w8.htm EX-4.8 AMENDED & RESTATED PREFFERED SHARES RIGHTS AGREEMENT AMENDMENT to the AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT between SCANSOFT, INC. and U.S. STOCK TRANSFER CORPORATION
Preferred Shares Rights Agreement • May 5th, 2020 • Delaware

This Amendment (the “Amendment”) to the Amended and Restated Preferred Shares Rights Agreement is made and entered into as of May 5, 2005 between SCANSOFT, INC., a Delaware corporation (the “Company”), and US STOCK TRANSFER CORPORATION, as Rights Agent (the “Rights Agent”).

CORVEL CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. (Rights Agent) Second Amended and Restated Preferred Shares Rights Agreement Dated as of November 17, 2008
Preferred Shares Rights Agreement • November 24th, 2008 • Corvel Corp • Insurance agents, brokers & service • Delaware

Second Amended and Restated Preferred Shares Rights Agreement (this “Agreement”), dated as of November 17, 2008, between CorVel Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as successor rights agent to U.S. Stock Transfer Corporation (the “Rights Agent”).

PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • April 5th, 2002 • Applied Imaging Corp • Surgical & medical instruments & apparatus • Delaware
Execution Version AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT Dated as of July 31, 2017 CHINA BIOLOGIC PRODUCTS HOLDINGS, INC. and SECURITIES TRANSFER CORPORATION, as Rights Agent Page -i- (continued) Page EXHIBITS Exhibit A Memorandum and...
Preferred Shares Rights Agreement • May 5th, 2020 • New York

This AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2017, is by and between China Biologic Products Holdings, Inc., a Cayman Islands company (the “Company”), as successor to China Biologic Products, Inc., a Delaware corporation (the “Predecessor Company”), and Securities Transfer Corporation, a Texas corporation, as rights agent (the “Rights Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings given thereto in Section 1.

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RECITALS
Preferred Shares Rights Agreement • June 22nd, 2004 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware
PROXIM, INC. AND
Preferred Shares Rights Agreement • July 21st, 1997 • Proxim Inc /De/ • Computer communications equipment • Delaware
3COM CORPORATION AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • November 12th, 2009 • 3com Corp • Computer communications equipment • Delaware

This Amendment No. 2 (this “Amendment”), dated as of November 11, 2009, is made by and between 3Com Corporation., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York state trust company (the “Rights Agent”) to amend the Third Amended and Restated Preferred Shares Rights Agreement, dated as of November 4, 2002, by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used in this Amendment but not defined herein shall have the meaning assigned to them in the Rights Agreement.

SECOND SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • March 13th, 2007 • Lance Inc • Cookies & crackers

This SECOND SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT (this “SUPPLEMENT”) is dated as of November 1, 2006, by and between LANCE, INC., a North Carolina corporation (the “COMPANY”) and AMERICAN STOCK TRANSFER & TRUST COMPANY (“AST”).

AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • December 30th, 2013 • Netflix Inc • Services-video tape rental • New York

This AMENDMENT NO. 1 TO THE PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment”) is dated as of December 30, 2013 (the “Effective Date”) and amends the Preferred Shares Rights Agreement, dated as of November 2, 2012 (the “Rights Agreement”), by and between Netflix, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

DURECT CORPORATION AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • June 24th, 2003 • Durect Corp • Pharmaceutical preparations • Delaware

This Amendment No. 1 to Preferred Shares Rights Agreement (this “Amendment”) is entered into as of June 18, 2003 and amends the Preferred Shares Rights Agreement dated as of July 6, 2001 (the “Rights Agreement”) by and between DURECT Corporation, a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A. as “Rights Agent”.

AMENDMENT TO RIGHTS AGREEMENT
Preferred Shares Rights Agreement • July 14th, 2008 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Amendment to the Preferred Shares Rights Agreement (this “Amendment”), dated as of July 10, 2008, between Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), amends that certain Preferred Shares Rights Agreement, dated as of August 8, 2006, by and between the Company and the Rights Agent (the “Rights Agreement”).

PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • November 8th, 2022 • Zymeworks Inc. • Pharmaceutical preparations • Delaware

This AMENDMENT NO. 1 TO THE PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment”) is dated as of October 12, 2022 (the “Effective Date”), and amends the Preferred Shares Rights Agreement, dated as of June 9, 2022 (the “Rights Agreement”), by and between Zymeworks Inc., a corporation continued under the Business Corporations Act (British Columbia) (the “Company”), and Computershare Trust Company, N.A., a United States federally chartered trust company, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

RITA MEDICAL SYSTEMS, INC. AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • November 29th, 2006 • Rita Medical Systems Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 1 To Preferred Shares Rights Agreement (this “Amendment”) is made as of May 12, 2004 between Rita Medical Systems, Inc., a Delaware corporation (the “Company”), and U.S. Stock Transfer Corporation (the “Rights Agent”).

AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • November 14th, 2003 • Silicon Valley Bancshares • State commercial banks • Delaware

This Amendment No. 1 (“Amendment No. 1”) to the Preferred Shares Rights Agreement dated as of October 22, 1998 (the “Original Agreement”), by and between Silicon Valley Bancshares, a California corporation (“California Bancshares”) and predecessor in interest to Silicon Valley Bancshares, a Delaware corporation (the “Company” or “Delaware Bancshares”), and Norwest Bank Minnesota, N.A., predecessor in interest to Wells Fargo Bank Minnesota, N.A. (the “Rights Agent”), is entered into as of November 6, 2003 by and between the Company and the Rights Agent. Each capitalized term not defined herein shall have the meaning ascribed to such term in the Original Agreement.

AMENDMENT NO. 1 TO AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • February 20th, 2019 • China Biologic Products Holdings, Inc. • Biological products, (no disgnostic substances)

AMENDMENT NO. 1 (this “Amendment”), dated as of February 20, 2019, to the Amended and Restated Preferred Shares Rights Agreement (the “Rights Agreement”), dated as of July 31, 2017, by and between China Biologic Products Holdings, Inc., a Cayman Islands company (the “Company”), and Securities Transfer Corporation, a Texas corporation, as the rights agent (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.

ASPECT COMMUNICATIONS CORPORATION AMENDMENT NO. 2 TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • November 20th, 2002 • Aspect Communications Corp • Services-prepackaged software • California

This Amendment No. 2 to Preferred Shares Rights Agreement (this “Amendment”) is effective as of November 14, 2002 and amends the Preferred Shares Rights Agreement dated as of May 11, 1999, as amended on December 12, 2001 (the “Rights Agreement”) by and between Aspect Communications Corporation, a California corporation (the “Company”), and EquiServe Trust Company, N.A. as “Rights Agent” (successor to original rights agent, BankBoston, N.A.).

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