EXHIBIT 3.2
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THIS AMENDING AGREEMENT made this 7th day of May, 2003.
B E T W E E N:
VASOGEN INC.,
a corporation incorporated under the
CANADA BUSINESS CORPORATION ACT
(hereinafter referred to as the "Corporation")
-and-
CIBC MELLON TRUST COMPANY,
a trust company incorporated under the laws
of Canada
(hereinafter referred to as the "Rights Agent")
WHEREAS the Corporation and the Rights Agent previously entered into a
Shareholder Rights Plan Agreement (the "Agreement") dated as of the 22nd day of
November, 2000;
AND WHEREAS Subsection 5.4(b) of the Agreement provides that the
Corporation may, with the prior consent of the holders of its Voting Shares (as
defined in the Rights Agreement), amend, vary or rescind any of the provisions
of the Agreement;
AND WHEREAS holders of the Corporation's Voting Shares have approved
the amendments to the Agreement as hereinafter set forth, and the parties hereto
are entering into this Amending Agreement to give offset to such amendments;
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which being hereby acknowledged by each party herein, the parties
hereto agree as follows:
1. Subclause 1.1(n)(ii)(B) of the Agreement is amended by deleting
"twenty-one (21) days" and inserting "thirty-five (35) days" in
replacement thereof.
2. Clause 1.1(x)(ii) of the Agreement is amended by deleting "2003" and
inserting "2006" in replacement thereof.
3. Section 5.16 of the Agreement is amended by deleting the last sentence
thereof and inserting the following in replacement thereof:
-2-
"The term of the Rights Plan ends on the date of the
Corporation's Annual Meeting of Shareholders to be held in
2006, at which time the Rights expire unless they are
terminated, redeemed or exchanged earlier by the Board of
Directors."
4. Except as expressly amended hereby, the parties hereby confirm the
Agreement in all other respects.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amending Agreement on the date first above written.
VASOGEN INC.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Executive Vice President & CFO
CIBC MELLON TRUST COMPANY
By: /s/ Xxxxxx Xxxxxx
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By: /s/ Xxxxxx Xxxx
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