EXHIBIT 2.3
AMENDMENT TO
PLAN OF REORGANIZATION
AND
AGREEMENT OF MERGER
BETWEEN
VALUJET, INC.
AND
AIRWAYS CORPORATION
THIS IS AN AMENDMENT (the "Amendment") to that certain PLAN OF
REORGANIZATION AND AGREEMENT OF MERGER (the "Agreement") dated July 10, 1997 by
and between VALUJET, INC., a Nevada corporation ("VJET"), and AIRWAYS
CORPORATION, a Delaware corporation ("Airways").
IT IS AGREED AS FOLLOWS:
1. The third "WHEREAS" clause is hereby amended by changing "Section
78.451 of the Nevada Revised Statutes" to "Section 92A.100 of the Nevada Revised
Statutes."
2. The first sentence in Section 1.01 of the Agreement is hereby amended
by changing "Section 78.458 of the Nevada Revised Statutes" to "Section 92A.200
of the Nevada Revised Statutes."
3. The last sentence in Section 7.01 of the Agreement is hereby amended
to read as follows:
"Three (3) of such members selected by VJET and two (2) of such members
selected by Airways will be elected for a term expiring upon VJET's 1999
annual stockholders' meeting."
4. Exhibit "B" is hereby amended to read as follows:
The last sentence of Section 4.2 of the By-Laws of ValuJet, Inc. is hereby
deleted and the following is added in lieu thereof:
"The Directors shall be elected at an annual or special meeting of the
Shareholders. The term of seventy-five percent (75%) of the Directors
serving as such immediately after the effective date of the merger of
Airways Corporation with and into the corporation, will expire upon
the election of Directors at the corporation's 1999
annual meeting of Shareholders. All other Directors shall serve for a
term of one (1) year or until their successors are elected and
qualified. For purposes of determining the number of Directors
constituting seventy-five percent (75%) of the members of the Board of
Directors, any fraction shall be rounded down to the next lower whole
number."
5. Except as expressly modified herein, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf by its officers thereunto duly authorized, all as of
the _____ day of September, 1997.
VALUJET, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Title: Chairman of the Board of
Directors and Chief
Executive Officer
--------------------------
AIRWAYS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Title: President and Chief
Executive Officer
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