METRA BIOSYSTEMS, INC.
and
THE FIRST NATIONAL BANK OF BOSTON
Rights Agent
AMENDMENT NO. 1 TO
PREFERRED SHARES RIGHTS AGREEMENT
Dated as of January 17, 1997
AMENDMENT NO. 1
TO
PREFERRED SHARES RIGHTS AGREEMENT
This Amendment No. 1 to Preferred Shares Rights Agreement, dated January
17, 1997, amends that certain Preferred Shares Rights Agreement (the "Rights
Agreement"), dated as of August 21, 1996 between Metra Biosystems, Inc., a
California corporation (the "Company"), and The First National Bank of Boston
(the "Rights Agent").
On January 17, 1997, the Company's Board of Directors authorized an
amendment of the Rights Agreement to increase certain threshold percentages
required for a Person (as defined in the Rights Agreement) to become
Acquiring Person (as defined in the Rights Agreement).
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended and restated
to read in full as follows:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 20% or more of the Common Shares then outstanding, but
shall not include the Company, any Subsidiary of the Company or any employee
benefit plan of the Company or of any Subsidiary of the Company, or any
entity holding Common Shares for or pursuant to the terms of any such plan.
Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring
Person either (i) as the result of an acquisition of Common Shares by the
Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 20% or
more of the Common Shares of the Company then outstanding; PROVIDED, HOWEVER,
that if a Person shall become the Beneficial Owner of 20% or more of the
Common Shares of the Company then outstanding by reason of share purchases by
the Company and shall, after such share purchases by the Company, become the
Beneficial Owner of any additional Common Shares of the Company, then such
Person shall be deemed to be an Acquiring Person; or (ii) if the Board of
Directors of the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person" as defined pursuant to the foregoing
provisions of this paragraph (a) has become such inadvertently, and such
Person divests as promptly as practicable of a sufficient number of Common
Shares so that such Person would no longer be an "Acquiring Person," as
defined pursuant to the foregoing provisions of this paragraph (a).
2. Section 3(c) of the Rights Agreement is hereby amended and restated
to read in full as follows:
(c) Unless the Board of Directors, by resolution adopted at or
before the time of the issuance (including pursuant to the exercise of rights
under the Company's benefit plans) of any Common Shares, specifies to the
contrary, Rights shall be issued in respect of all Common
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Shares that are issued after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date or, in certain circumstances
provided in Section 22 hereof, after the Distribution Date. Certificates
representing such Common Shares shall also be deemed to be certificates for
Rights, and shall bear the following legend:
This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement between Metra Biosystems, Inc.
and The First National Bank of Boston as the Rights Agent, dated as of
August 21, 1996, as amended (the "Rights Agreement"), the terms of which
are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of Metra Biosystems, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Metra Biosystems, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of
a written request therefor. Under certain circumstances set forth in the
Rights Agreement, Rights issued to, or held by, any Person who is, was or
becomes an Acquiring Person or any Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement), whether currently held by or on
behalf of such Person or by any subsequent holder, may become null and
void.
With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Common Shares represented by such certificates shall be
evidenced by such certificates alone, and the surrender for transfer of any
such certificate shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby. In the event that the Company
purchases or acquires any Common Shares after the Record Date but prior to
the Distribution Date, any Rights associated with such Common Shares shall be
deemed canceled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Shares which are no longer
outstanding.
3. All references in the Rights Agreement to the Rights Agreement
shall be deemed to refer to the Rights Agreement, as amended hereby.
4. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Preferred Shares Rights Agreement to be duly executed as of the day and
year first above written.
METRA BIOSYSTEMS, INC.
By: /S/ KURT E. AMUNDSON
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Name: Kurt E. Amundson
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Title: Chief Financial Officer
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THE FIRST NATIONAL BANK OF BOSTON
By: /s/ KATHERINE S. ANDERSON
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Name: Katherine S. Anderson
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Title: Admin. Manager
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