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Exhibit c(4)
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is dated as of
September 15, 1997 (this "Amendment") and amends the Agreement and Plan of
Merger dated as of June 25, 1997 (the "Agreement") among UNITED DOMINION
INDUSTRIES LIMITED, a corporation organized under the laws of Canada ("Parent"),
UD NEVADA CORP., a Nevada corporation and an indirect wholly owned subsidiary of
Parent ("Purchaser"), and CORE INDUSTRIES INC, a Nevada corporation (the
"Company"). Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Agreement.
RECITALS:
WHEREAS, Section 2.01 of the Agreement entitles Parent to elect to
merge the Company into Purchaser and Parent has so elected; and
WHEREAS, the parties wish to amend the Agreement to reflect any changes
or modifications thereto necessary to reflect such election by Parent.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent, Purchaser and the Company hereby agree as follows:
SECTION 1.01 Notwithstanding any other provision of the Agreement, the term
"Merger" shall mean the merger of the Company with and into
Purchaser in accordance with Nevada Law.
SECTION 1.02 Section 2.01 of the Agreement is hereby amended and restated
as follows:
SECTION 2.01 The Merger Upon the terms and subject to
the conditions set forth in Article VII, and in
accordance with Nevada Law, at the Effective Time (as
hereinafter defined), the Company shall be merged
with and into Purchaser. As a result of the Merger,
the separate corporate existence of the Company shall
cease and Purchaser shall continue as the surviving
corporation of the Merger (the "Surviving
Corporation"), and shall continue to be governed by
the laws of the State of Nevada. Notwithstanding
anything to the contrary contained herein, Parent may
elect instead, at any time prior to the fifth
business day immediately preceding the Effective
Time, to merge Purchaser into the Company. In such
event, the parties agree to execute an appropriate
amendment to this Agreement in order to reflect the
foregoing and to provide, as the case may be, that
the Company shall be the Surviving Corporation.
SECTION 1.03 Section 2.04 of the Agreement is hereby amended and restated
as follows:
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SECTION 2.04 Articles of Incorporation; Bylaws. (a)
Unless otherwise determined by Parent prior to the
Effective Time, and subject to the requirements of
Section 6.07, at the Effective Time the Articles of
Incorporation of Purchaser, as in effect immediately
prior to the Effective Time, shall be the Articles of
Incorporation of the Surviving Corporation.
(b) The Bylaws of Purchaser, as in effect immediately
prior to the Effective Time, shall be the Bylaws of
the Surviving Corporation until thereafter amended as
provided by law, the Articles of Incorporation of the
Surviving Corporation and such Bylaws.
SECTION 1.04 Section 2.06 of the Agreement is hereby amended and restated
as follows:
SECTION 2.06 Conversion of Securities At the
Effective Time, by virtue of the Merger and without
any action on the part of Purchaser, the Company or
the holders of any of the Shares:
(a) Each Share issued and outstanding immediately
prior to the Effective Time (other than any Shares to
be canceled pursuant to Section 2.06(b)) shall be
canceled and shall be converted automatically into
the right to receive an amount equal to the Per Share
Amount in cash (the "Merger Consideration"), payable,
without interest, to the holder of such Share, upon
surrender, in the manner provided in Section 2.08, of
the certificate that formerly evidenced such Share;
(b) Each Share owned by Purchaser, Parent, the
Company or any direct or indirect wholly owned
subsidiary of Parent or of the Company immediately
prior to the Effective Time shall be canceled and
retired without any conversion thereof and no payment
or distribution shall be made with respect thereto;
and
(c) Each share of common stock, par value U.S. $.01
per share, of Purchaser issued and outstanding
immediately prior to the Effective Time shall be
converted into and exchanged for one validly issued,
fully paid and nonassessable share of common stock,
par value U.S. $0.01 per share, of the Surviving
Corporation.
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IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.
UNITED DOMINION INDUSTRIES LIMITED
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President and Chief
Financial Officer
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
UD NEVADA CORP.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
CORE INDUSTRIES INC
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
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