EXHIBIT 4.1
FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT (this
"Amendment") dated as of the 17th day of March, 2005, by and between CTI
Molecular Imaging, Inc., a Delaware corporation (the "Company"), and SunTrust
Bank, as Rights Agent (the "Rights Agent"), constitutes the first amendment to
the Shareholder Protection Rights Agreement dated May 21, 2002 by and between
the Company and the Rights Agent (the "Rights Agreement").
W I T N E S S E T H:
WHEREAS, the parties hereto desire to amend the Rights Agreement in
certain respects on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
1. The Rights Agreement is hereby amended by:
(a) Adding the following sentence at the end of the definition of
"Acquiring Person" in Section 1.1 of the Rights Agreement:
"Notwithstanding any of the terms of the foregoing definition, no Person
shall become an "Acquiring Person" solely as the result of the execution
and delivery of, or the consummation of any of the transactions
contemplated by, the Agreement and Plan of Merger dated as of March 18,
2005, by and among the Company, Siemens Medical Solutions USA, Inc.
("Parent"), and MI Acquisition Co. ("Purchaser") (the "Merger Agreement"),
and any agreements, documents or instruments executed or entered into in
connection with the Merger Agreement (collectively with the Merger
Agreement, the "Parent Transaction Documents")."
(b) Deleting the definition of "Expiration Time" in Section 1.1 of the
Rights Agreement in its entirety, and inserting the following:
""Expiration Time" shall mean the earliest of (i) the Exchange Time, (ii)
the Termination Time, (iii) June 1, 2012, (iv) other than the merger of
CTI, Inc. and the Company in connection with the reorganization of CTI,
Inc. as a Delaware corporation, the time of a merger of the Company into
another corporation pursuant to an agreement entered into prior to a
Flip-In Date, and (v) at the effective time of the merger of Purchaser
with and into the Company pursuant to the terms of the Parent Transaction
Documents."
(c) Adding the following sentence at the end of the definition of "Flip-In
Date" in Section 1.1 of the Rights Agreement:
"Notwithstanding any of the terms of the foregoing definition, no "Flip-In
Date " will occur solely as the result of the execution and delivery of,
or the consummation of any of the transactions contemplated by, the Parent
Transaction Documents."
(d) Adding the following sentence at the end of the definition of
"Flip-Over Transaction or Event" in Section 1.1 of the Rights Agreement:
"Notwithstanding any of the terms of the foregoing definition, no
"Flip-Over Transaction or Event" will occur solely as the result of the
execution and delivery of, or the consummation of any of the transactions
contemplated by, the Parent Transaction Documents."
(e) Adding the following sentence at the end of the definition of
"Separation Time" in Section 1.1 of the Rights Agreement:
"Notwithstanding any of the terms of the foregoing definition, no
"Separation Time" will occur solely as the result of the execution and
delivery of, or the consummation of any of the transactions contemplated
by, the Parent Transaction Documents."
(f) Adding the following sentence at the end of the definition of "Stock
Acquisition Date" in Section 1.1 of the Rights Agreement:
"Notwithstanding any of the terms of the foregoing definition, no "Stock
Acquisition Date" will occur solely as the result of the execution and
delivery of, or the consummation of any of the transactions contemplated
by, the Parent Transaction Documents, or any public announcement of any of
the foregoing."
2. All terms defined in the Rights Agreement which are used herein shall
have the meanings defined in the Rights Agreement, unless specifically defined
otherwise herein.
3. The term "Agreement" as used in the Rights Agreement shall mean the
Rights Agreement, as amended by this Amendment, or as it may from time to time
be amended in the future by one or more other written amendment or modification
agreements entered into pursuant to the applicable provisions of the Rights
Agreement.
4. This Amendment shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
5. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
6. Except as expressly herein amended, the terms and conditions of the
Rights Agreement shall remain in full force and effect.
7. This Amendment is not intended to be, nor shall it be construed to be,
a novation.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
CTI MOLECULAR IMAGING, INC.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: President & Chief Executive Officer
SUNTRUST BANK
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: Vice President
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