Exhibit 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (the "First
Amendment") is made as of the 11/th/ day of December, 2000, by and between
Planar Systems, Inc., an Oregon corporation ("Acquiror"), Corona Acquisition
Corporation, a California corporation and a wholly-owned subsidiary of Acquiror
("Sub"), AllBrite Technologies, Inc., a California corporation ("Target"), Xxx
Xxxxxx and Xxxxxxx Xxxxx (each a "Signing Target Shareholder").
RECITALS:
A. The parties entered into that certain Agreement and Plan of Merger
dated as of December 4, 2000 (the "Agreement").
B. The parties wish to amend Section 2.1(b)(i) of the Agreement.
AGREEMENT
1. The definition of "Closing Stock Price" as set forth in Section
2.1(b)(i) of the Agreement is hereby amended and restated as follows:
B equals the average closing price of Acquiror Common Stock for the
ten (10) trading days ending on the fourth business day before the
Closing Date (the "CLOSING STOCK PRICE");
2. Any capitalized term used, but not otherwise defined, herein, shall
have the meaning assigned to it in the Agreement.
3. Except as otherwise amended by this First Amendment, the Agreement
shall remain in full force and effect.
4. This First Amendment shall be governed by and interpreted under the
laws of the State of Oregon, not withstanding any choice of law
provisions.
In Witness Whereof, the parties hereto have executed this Agreement
intending it to be effective as of the day and year first above written.
ALLBRITE TECHNOLOGIES, INC. PLANAR SYSTEMS, INC.
By: /s/ Xxx Xxxxxx By: /s/ Xxxxxx Xxxxxxxxxxxxx
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Xxx Xxxxxx Xxxxxx Xxxxxxxxxxxxx
President President and Chief Executive
Officer
CORONA ACQUISITION CORPORATION
By: /s/ Xxxxxx Xxxxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxxxx
President and Chief Executive Officer
SIGNING TARGET SHAREHOLDERS
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
