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EXHIBIT 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (the "Amendment")
is entered into on the 25th day of July, 1997, by and among Monarch Dental
Corporation, a Delaware corporation ("Monarch"), Dental Centers of Indiana
(Monarch), Inc., an Indiana corporation and a wholly-owned subsidiary of
Monarch (the "Purchaser"), or its assigns, Dental Centers of Indiana, Inc., an
Indiana corporation ("Company"), and Xxxxx X. Xxxxxx ("Xxxxxx"), Xxxx X. Xxxxxxx
("Xxxxxxx") and Xxxxxxx X. Xxxxx, XX ("Xxxxx"), all individuals residing in
Indiana and collectively referred to as the "Seller" or "Sellers."
Recitals
WHEREAS, the parties hereto entered into that certain Agreement and Plan
of Merger dated June 19, 1997 (the "Merger Agreement"); and
WHEREAS, the parties hereto desire to amend the Merger Agreement
expressly as set forth herein;
NOW, THEREFORE, for and in consideration of the above premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, the parties hereto do hereby agree as follows:
1. Section 1.2.1(b) of Article 1 of the Merger Agreement is hereby
amended so that, as so amended, Section 1.2.1(b) shall read as follows:
(b) The aggregate consideration provided for in this
subsection (b) (the "Merger Consideration") shall be payable by delivery of:
(i) $1,619,228 in cash, less the amount of Seller's
expenses paid by Purchaser under Section
9.1(a), without any interest thereon (the "Cash
Merger Consideration"), which shall be payable
by wire transfer (pursuant to the wire transfer
instructions set forth on Exhibit A) or other
immediately available funds; and
(ii) the number of shares of common stock, par value
$.01 per share, of Monarch (the "Monarch Common
Stock") determined by dividing $1,819,272 by
the per share price set forth in the "Price to
Public" column on the front cover page of the
final prospectus filed with the Securities and
Exchange Commission in connection with its
initial public offering of Monarch Common Stock
(the "IPO Price"),
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
PURCHASER:
DENTAL CENTERS OF INDIANA (MONARCH),
INC.
By: /s/ XXXX X. XXXX
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Xxxx X. Xxxx, Vice President
MONARCH:
MONARCH DENTAL CORPORATION
By: /s/ XXXX X. XXXX
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Xxxx X. Xxxx, Chief Executive Officer
COMPANY:
DENTAL CENTERS OF INDIANA, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, D.D.S., President
SELLER:
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, D.D.S.
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, D.D.S.
/s/ XXXXXXX X. XXXXX, XX
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Xxxxxxx X. Xxxxx, XX
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