Exhibit 10.3
SECOND AMENDMENT TO
SHAREHOLDERS AGREEMENT
This SECOND AMENDMENT TO
SHAREHOLDERS AGREEMENT, is made and entered into as of
April 6, 2006 (this “Amendment”), by and between
Edwards Lifesciences Corporation, a Delaware corporation
(“Edwards”), and PLC Systems Inc., a Yukon Territory
corporation (“PLC”). Certain capitalized terms used
herein have the meanings ascribed to them in the Agreement (defined
below).
RECITALS
WHEREAS, the parties hereto have
previously entered into a Shareholders Agreement, dated as of
January 9, 2001, by and between Edwards and PLC and as amended
by the First Amendment to Shareholders Agreement dated
February 24, 2004 (the “Agreement”);
and
WHEREAS, the parties hereto desire
to amend certain provisions of the Agreement pursuant to
Section 9.9 thereof.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing and the respective covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1.
AMENDMENT TO SECTION 1.1 OF
THE AGREEMENT .
Section 1.1 of the Agreement is hereby amended by deleting the
definitions of “APPLICABLE LAW” and “EDWARDS
DESIGNEE.”
2.
AMENDMENT TO SECTION 2.1 OF
THE AGREEMENT .
Section 2.1 of the Agreement is hereby deleted in its entirety
and the following Section 2.1 is inserted in place
thereof:
THE PLC BOARD OF DIRECTORS. PLC
hereby agrees to take, at any time and from time to time, all
action necessary and within its power such that the PLC Board shall
consist of not more than ten directors.
3.
AMENDMENT TO SECTION 2.2 OF
THE AGREEMENT .
Section 2.2 of the Agreement is hereby deleted in its entirety
and the following Section 2.2 is inserted in place
thereof:
GENERAL COVENANT TO VOTE. PLC agrees
to take all actions necessary at any time or from time to time to
call, or to cause its subsidiaries or the appropriate officers or
directors of its subsidiaries to call, one or more annual meetings
of shareholders of its subsidiaries and to vote all securities
Beneficially Owned or over which control or direction is exercised
by PLC at any such annual meeting in favor of, or to consent
by
