Exhibit 4.1
AMENDMENT NO. 3 TO RIGHTS
AGREEMENT
This Amendment No. 3 to Rights
Agreement (this “ Amendment ”) is entered into
as of January 6, 2006 (to become effective on the date set
forth in Section 5.0 of this Amendment), between WATER PIK
TECHNOLOGIES, INC., a Delaware corporation (the “
Company ”), and MELLON INVESTOR SERVICES LLC, a New
Jersey limited liability company (the “ Rights Agent
”), and amends the Rights Agreement dated as of
November 12, 1999, between the Company and the Rights Agent,
as amended by Amendment No. 1 to Rights Agreement dated as of
December 28, 2000 and by Amendment No. 2 to Rights
Agreement dated as of June 11, 2004 (the “ Rights
Agreement ”).
WHEREAS, the Company desires to
amend the Rights Agreement to prevent certain Persons acting with
the approval of the Board of Directors of the Company to acquire
all of the equity interests in the Company from becoming Acquiring
Persons; and
WHEREAS, this Amendment is entered
into pursuant to Section 27 of the Rights Agreement prior to
the time that any Person, to the knowledge of the Company, has
become an Acquiring Person.
NOW, THEREFORE, in consideration of
the premises and the mutual agreements herein set forth, the
parties hereto agree as follows:
1.0 Defined Terms . Terms defined in the Rights Agreement
and used and not otherwise defined herein shall have the meanings
given to them in the Rights Agreement.
2.0 Additional Definitions
. Section 1 of the Rights
Agreement is hereby further amended to add the following
definitions, which shall be inserted into Section 1 in
alphabetical order:
“ Merger Agreement
” shall mean the Agreement and Plan of Merger made and
entered into as of January 5, 2006, by and among Merger
Parent, Merger Sub, and Company.
“ Merger Parent ”
shall mean Coast Acquisition Corporation, a Delaware
corporation.
“ Merger Sub ”
shall mean Coast Merger Corporation, a Delaware corporation and
wholly-owned subsidiary of Merger Parent.
3.0 Amendment of Section 7
. Paragraph
(a) of
