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EXHIBIT 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT (this "First Amendment") to the Agreement and Plan of
Merger dated as of October 8, 1999 (the "Agreement"), among Vista Energy
Resources, Inc., ("Parent"), PEC Acquisition Corp. ("Merger Sub") and Prize
Energy Corp.("Prize") is entered into as of January 5, 2000, by and among
Parent, Merger Sub and Prize.
RECITALS:
WHEREAS, the parties to the Agreement desire to amend the Agreement as
provided herein pursuant to Section 8.2 of the Agreement;
WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in the Agreement
and in this First Amendment, the parties hereto, intending to be legally bound
hereby, hereby agree that Section 7.1 of the Agreement shall be changed in its
entirety to read as follows:
"7.1 TERMINATION RIGHTS. This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time, whether before or
after approval of the Prize Proposal by the stockholders of Prize and/or Parent,
respectively:
(a) By mutual written consent of Parent and Prize;
(b) By either Prize or Parent if (i) the Merger has
not been consummated by February 29, 2000 (provided, however,
that the right to terminate this Agreement pursuant to this
clause (i) shall not be available to any Party whose breach of
any representation or warranty or failure to perform any
covenant or agreement under this Agreement has been the cause
of or resulted in the failure of the Merger to occur on or
before such date); (ii) any Governmental Authority shall have
issued an order, decree or ruling or taken any other action
permanently restraining, enjoining or otherwise prohibiting
the Merger and such order, decree, ruling or other action
shall have become final and nonappealable (provided, however,
that the right to terminate this Agreement pursuant to this
clause (ii) shall not be available to any Party until such
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Party has used all reasonable efforts to remove such
injunction, order or decree); (iii) the Prize Proposal shall
not have been approved by the required vote of the Prize
stockholders at the Prize Meeting; or (iv) the Prize Proposal
shall not have been approved by the required vote of the
Parent stockholders at the Parent Meeting;
(c) By Parent if (i) there has been a breach in any
material respect of the representations and warranties made by
Prize in Article 3 (provided, however, that any representation
or warranty contained therein that is qualified by a
materiality standard or a Material Adverse Effect
qualification shall not be further qualified hereby, and
provided, further, that Parent shall not be entitled to
terminate this Agreement pursuant to this clause (i) unless
Parent has given Prize notice of such breach and Prize has
failed to cure such breach within 10 days following such
notice, but in any event not later than February 29, 2000),
and the condition described in Section 6.2(a), other than the
provision thereof relating to the certificate signed by a
Responsible Officer of Prize, would not be satisfied if the
Closing were to occur on the day on which Parent gives Prize
notice of such termination; or (ii) Prize has failed to comply
in any material respect with any of its covenants or
agreements contained in this Agreement and such failure has
not been, or cannot be, cured within 10 days after notice and
demand for cure thereof, but in any event not later than
February 29, 2000;
(d) By Prize if (i) there has been a breach in any
material respect of the representations and warranties made by
Parent and Merger Sub in Article 4 (provided, however, that
any representation or warranty contained therein that is
qualified by a materiality standard or a Material Adverse
Effect qualification shall not be further qualified hereby,
and provided, further, that Prize shall not be entitled to
terminate this Agreement pursuant to this clause (i) unless
Prize has given Parent notice of such breach and Parent has
failed to cure such breach within 10 days following such
notice, but in any event not later than February 29, 2000),
and the condition described in Section 6.3(a), other than the
provision thereof relating to the certificate signed by a
Responsible Officer of Parent, would not be satisfied if the
Closing were to occur on the day on which Prize gives Parent
notice of such termination; or (ii) Parent or Merger Sub has
failed to comply in any material respect with any of its
respective covenants or agreements contained in this
Agreement, and, in either such case, such failure has not
been, or cannot be, cured within 10 days after notice and
demand for cure thereof, but in any event not later than
February 29, 2000;
(e) By Parent if Parent is prepared to enter into a
binding definitive agreement to effect a Superior Proposal; or
(f) By Prize if the board of directors of Parent
shall have failed to recommend adoption of the Prize Proposal
at the time the Proxy Statement/Prospectus is first mailed to
stockholders of Parent or shall have amended
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or withdrawn any such recommendation and such recommendation
is not reinstated in its prior form within five business days
after such amendment or withdrawal."
This First Amendment shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of Delaware
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.
Except as herein specifically amended or supplemented, the Agreement
shall continue in full force and effect in accordance with its terms.
This First Amendment may be executed and delivered (including by
facsimile transmission) in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
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IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed by their duly authorized representatives, on the date first written
above.
"Prize"
PRIZE ENERGY CORP.
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Chairman and Chief Executive Officer
"Parent"
VISTA ENERGY RESOURCES, INC.
By: /s/ C. XXXXXXX XXXX
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C. Xxxxxxx Xxxx
Chairman and Chief Executive Officer
"Merger Sub"
PEC ACQUISITION CORP.
By: /s/ C. XXXXXXX XXXX
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C. Xxxxxxx Xxxx
President
