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EXHIBIT 2.3
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
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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