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EXHIBIT 2.1B
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Second Amendment (the "Second Amendment") to Agreement and
Plan of Merger dated as of May 3, 1998 (the "Agreement"), as amended June 9,
1998 (the "First Amendment"), is made and entered into as of August 24, 1998 by
and among Xxxxxx Instrument Corporation ("Xxxxxx"), Bravo Acquisition
Subsidiary, Inc. ("Acquisition Subsidiary") and Electronic Designs, Inc.
("EDI"). All capitalized terms used herein and not defined shall have the
respective meanings assigned to them in the Agreement.
RECITALS
A. Pursuant to the Agreement, Xxxxxx, Acquisition Subsidiary and EDI
have made certain agreements in connection with the Merger.
B. The respective Boards of Directors of Xxxxxx, Acquisition
Subsidiary and EDI have determined that it is in the best interests of their
respective corporations and shareholders to modify the Agreement and,
accordingly, have approved this Second Amendment.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and in accordance with Section 8.2 of the
Agreement, the parties agree as follows:
1. Section 1.3 of the Agreement is hereby amended by deleting "1.375" in
the fifth line thereof and substituting therefor "1.275."
2. The third sentence of Section 1.11(e) of the Agreement which was
added by the First Amendment is hereby deleted in its entirety.
3. Section 1.17 of the Agreement is hereby deleted in its entirety and
replaced with the following:
1.17 VOTING AGREEMENTS. Concurrently with the execution and delivery
of the Second Amendment to the Agreement and Plan of Merger, dated
August 24, 1998, EDI and Xxxxxx shall cause those persons set forth
on Schedule 1.17(a) to execute and deliver voting and support
agreements in the form attached hereto as Schedule 1.17(b) agreeing,
among other things, to vote in favor of this Merger Agreement, the
Merger and the transactions contemplated thereby.
4. A new Schedule 1.17(b), as attached to this Second Amendment, is
hereby made a part of the Agreement.
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5. Sections 4.13, 5.14 and 5.15 of the Agreement which were added by the
First Amendment are hereby deleted in their entireties.
6. Schedules 4.13 and 5.15 to the Agreement which were added by the First
Amendment are hereby deleted in their entireties.
IN WITNESS WHEREOF, the undersigned have executed this Second Amendment
to the Agreement as of the date first above written.
XXXXXX INSTRUMENT CORPORATION ELECTRONIC DESIGNS, INC.
By: /s/ XXXXX XXXXXXXXXX By: /s/ XXXXXX X. XXXXXXXXXX
Name: Xxxxx Xxxxxxxxxx Name: Xxxxxx X. XxXxxxxxxx
Title: Chief Executive Officer Title: President
BRAVO ACQUISITION SUBSIDIARY, INC.
By: /s/ XXXXX XXXXXXXXXX
Name: Xxxxx Xxxxxxxxxx
Title: President
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