QUIDEL CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY AS RIGHTS AGENT AMENDED AND RESTATED RIGHTS AGREEMENT DATED DECEMBER 29, 2006Rights Agreement • January 5th, 2007 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • Delaware
which the Board of Directors of the Company determines to be fair to and otherwise in the best interests of the Company and its stockholders), then each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right, as adjusted. Rights are exercisable following the occurrence of the foregoing only after such time as the Rights are no longer redeemable by the Company, as set forth below. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (including its associates and affiliates and certain others acting in conjunction with the Acquiring Person) will be null and void.
