Exhibit 2.2
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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1, dated as of August 12, 2002 (this "Amendment
No. 1"), to the Agreement and Plan of Merger, dated as of July 23, 2002 (the
"Agreement"), among E. I. du Pont de Nemours and Company, a Delaware
corporation ("Parent"), Purple Acquisition Corporation, a Mississippi
corporation and a wholly owned subsidiary of Parent ("Sub"), and ChemFirst
Inc., a Mississippi corporation (the "Company").
WHEREAS, the parties hereto desire to amend certain provisions of
the Agreement;
WHEREAS, Section 7.03 of the Agreement provides in relevant part
that the Agreement may be amended by the parties thereto by an instrument in
writing signed on behalf of each of the parties thereto;
WHEREAS, Section 7.05 of the Agreement provides in relevant part
that an amendment of the Agreement pursuant to Section 7.03 shall, in order
to be effective, require, in the case of Parent or the Company, action by
its Board of Directors or the duly authorized committee or other designee of
its Board of Directors to the extent permitted by law.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, the
parties hereto, intending to be legally bound, agree as follows:
1. Unless the context otherwise requires, references in the
Agreement to "this Agreement" shall be deemed to be references to the
Agreement as amended by this Amendment No. 1.
2. Section 3.01(p) of the Agreement shall be amended by deleting
such Section 3.01(p) in its entirety and inserting in lieu thereof the
following:
"(p) Vote Required. The only vote of the holders of any class or
series of capital stock of the Company necessary to approve this
Agreement and the transactions contemplated hereby is a vote of the
shares of Company Common Stock at a meeting at which a quorum of
the shares of Company Common Stock issued and outstanding on the
record date for such meeting, consisting of a majority of such
shares represented in person or by proxy, exists, such that the
votes cast favoring approval of this Agreement exceed the votes
cast opposing approval of this Agreement (such vote being referred
to hereinafter as the "Company Shareholder Approval")."
3. Each of Parent and the Company represents that this Amendment
No. 1 has been approved in accordance with Section 7.05 of the Agreement.
4. Except as specifically set forth in this Amendment No. 1, the
Agreement shall remain in full force and effect and shall not be deemed to
have been further amended by this Amendment No. 1.
5. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to any
principles of conflicts of law of such State, except to the extent that the
laws of the State of Mississippi are mandatorily applicable to the Merger.
6. This Amendment No. 1 may be executed 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 party.
[Signature page follows.]
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Amendment No. 1 to be signed by their respective officers thereunto duly
authorized as of the date first written above.
E. I. DU PONT DE NEMOURS AND COMPANY,
by
/s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Director, Mergers & Acquisitions
PURPLE ACQUISITION CORPORATION,
by
/s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President
CHEMFIRST INC.,
by
/s/ R. Xxxxxxx Xxxxxxxxxx
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Name: R. Xxxxxxx Xxxxxxxxxx
Title: President and COO
