AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
Exhibit 2.2
AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as
of August 24, 2005, among XXXXXXX ELECTRIC HOLDINGS LIMITED, a Bermuda corporation (“JE Holdings”),
J.E.C. ELECTRONICS SUB ONE, INC., a Massachusetts corporation and an indirect wholly-owned
Subsidiary of JE Holdings (“Parent”), J.E.C. ELECTRONICS SUB TWO, INC., a Massachusetts corporation
and a wholly-owned Subsidiary of Parent (“Purchaser”), and PARLEX CORPORATION, a Massachusetts
corporation (the “Company”).
RECITALS
WHEREAS, pursuant to Section 9.2 of the Agreement and Plan of Merger (the “Agreement”), dated
as of August 18, 2005, among JE Holdings, Parent, Purchaser and the Company, the Agreement may be
amended by action taken by or on behalf of their respective Boards of Directors.
WHEREAS, the Boards of Directors of JE Holdings, Parent, Purchaser and the Company desire to
amend Section 8.1(b) of the Agreement as set forth herein and have authorized the officers of JE
Holdings, Parent, Purchaser and the Company to execute this Amendment.
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, JE Holdings, Parent, Purchaser and the Company hereby agree as follows:
1. Definitions. Capitalized terms not otherwise defined in this Amendment have the
meanings given to them in the Agreement.
2. Amendment. Pursuant to Section 9.2 of the Agreement, Section 8.1(b) of the Agreement is
hereby deleted in its entirety and replaced with the following:
“(b) By JE Holdings, Parent, Purchaser or the Company if (i) the Effective Time shall not
have occurred on or before January 15, 2006 (the “Termination Date”); provided,
however, that the right to terminate this Agreement under this Section 8.1(b) shall
not be available to any party whose failure to fulfill any obligation under this Agreement
has been the cause of, or resulted in, the failure of the Effective Time to occur on or
before such date or (ii) any Governmental Authority shall have enacted, issued, promulgated,
enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary
or permanent) which has become final and nonappealable and has the effect of making
consummation of the Merger illegal or otherwise preventing or prohibiting consummation of
the Merger; or”
3. No Other Amendments. Except as modified by Section 2 above, the Agreement shall
continue in full force and effect.
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4. Governing Law. This Amendment shall be governed by, and construed in accordance with,
the laws of The Commonwealth of Massachusetts applicable to contracts executed in and to be
performed in that Commonwealth. All actions and proceedings arising out of or relating to this
Amendment shall be heard and determined in any Massachusetts state or United States District Court
sitting in the City of Boston. The parties hereto hereby (i) submit to the exclusive jurisdiction
of any Massachusetts state or United States District Court sitting in the City of Boston for the
purpose of any Action arising out of or relating to this Amendment brought by any party hereto; and
(ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any
such Action, any claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that the Action is
brought in an inconvenient forum, that the venue of the Action is improper, or that this Amendment
may not be enforced in or by any of the above-named courts.
5. Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent
permitted by Applicable Law any right it may have to a trial by jury with respect to any litigation
directly or indirectly arising out of, under or in connection with this Amendment. Each of the
parties hereto (i) certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the event of litigation,
seek to enforce that foregoing waiver; and (ii) acknowledges that it and the other parties hereto
have been induced to enter into this Amendment, as applicable, by, among other things, the mutual
waivers and certifications in this Section 5.
6. Headings. The descriptive headings contained in this Amendment are included for
convenience of reference only and shall not affect in any way the meaning or interpretation of this
Amendment.
7. Counterparts. This Amendment may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, JE Holdings, Parent, Purchaser and the Company have caused this Amendment
to be executed as of the date first written above by their respective officers thereunto duly
authorized.
XXXXXXX ELECTRIC HOLDINGS LIMITED |
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By: | /s/ Xxxxxxxxxxx Xxxxxx | |||
Name: | Xxxxxxxxxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
J.E.C. ELECTRONICS SUB ONE, INC. |
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By: | /s/ Xxxxxxxxxxx Xxxxxx | |||
Name: | Xxxxxxxxxxx Xxxxxx | |||
Title: | Chief Executive Officer | |||
J.E.C. ELECTRONICS SUB TWO, INC. |
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By: | /s/ Xxxxxxxxxxx Xxxxxx | |||
Name: | Xxxxxxxxxxx Xxxxxx | |||
Title: | Chief Executive Officer | |||
PARLEX CORPORATION |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||