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Exhibit (c)(3)
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Second Amendment to Agreement and Plan of Merger (this "Amendment") is
made and entered into as of the 13th day of November 1997, by and among Chips
and Technologies, Inc., a Delaware corporation (the "Company"), Intel
Corporation, a Delaware corporation ("Parent") and Intel Enterprise Corporation,
a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger
Sub"; the Company and Merger Sub sometimes being hereinafter together referred
to as the "Constituent Corporations").
RECITALS
WHEREAS, the Company, Parent and Merger Sub have entered into an agreement,
dated as of July 27, 1997 and amended on October 2, 1997 (the "Original
Agreement"), pursuant to which Merger Sub has commenced a tender offer (the
"Tender Offer") for any and all shares of the Company at $17.50 per share, which
Tender Offer will be followed by a merger (the "Merger") at the same price; and
WHEREAS, the parties to the Original Agreement now desire to amend the
Original Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto amend the
Original Agreement as follows:
AGREEMENT
1. Amendment of (Section 1.1(b) (The Offer) of the Original
Agreement. Section 1.1(b) of the Original Agreement is deleted in its entirety
and replaced with the following provision:
(b) Subject to the terms and conditions thereof, the Offer shall
expire at midnight, New York City time, on the date that is twenty (20)
Business Days after the date the Offer is commenced; provided, however,
that without the consent of the Company's Board of Directors, Parent may
(i) from time to time extend the Offer, if at the scheduled expiration date
of the Offer any of the conditions to the Offer shall not have been
satisfied or waived, until such time as such conditions are satisfied or
waived; (ii) extend the Offer for any period required by any rule,
regulation, interpretation or position of the Securities and Exchange
Commission (the "SEC ") or the staff thereof applicable to the Offer; or
(iii) extend the Offer for any reason on one or more occasions for an
aggregate period of not more than twenty (20) Business Days beyond the
latest expiration date that would otherwise be permitted under clause (i)
or (ii) of this sentence if on such expiration date there shall not have
been tendered at least 90% of the outstanding Shares. Parent agrees that if
all of the conditions to the Offer set forth on Annex A are not satisfied
on any scheduled expiration date of the Offer then, provided that all such
conditions are reasonably capable of being satisfied prior to January 31,
1998, Parent shall extend the Offer from time to time until such conditions
are satisfied or waived, provided that Parent shall not be required to
extend the Offer beyond January 31, 1998. Subject to the terms and
conditions of the Offer and this Agreement, Parent shall accept for
payment, and pay for, all Shares validly tendered and not withdrawn
pursuant to the Offer that Parent becomes obligated to accept for payment
and pay for pursuant to the Offer, as promptly as practicable after the
expiration of the Offer.
2. Amendment of Section 8.3(a) (Termination by the Company) of the Original
Agreement. Section 8.3(a) of the Original Agreement is deleted in its entirety
and replaced with the following provision:
(a) after January 31, 1998, Parent shall have failed to pay for Shares
pursuant to the Offer; provided, however, that the right to terminate this
Agreement pursuant to this subsection (a) shall not be available to the
Company if it has breached in any material respects its obligations under
this Agreement that in any manner shall have proximately contributed to the
failure references in this clause (a);
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3. Amendment of Section 8.4(a) (Termination by Parent and Merger Sub) of
the Original Agreement. Section 8.4(a) of the Original Agreement is hereby
modified so that the date January 15, 1998, which appears in Section 8.4(a),
shall be replaced with January 31, 1998.
4. Amendment of Annex A of the Original Agreement. Annex A of the Original
Agreement is hereby modified so that the date October 31, 1997, which appears in
Annex A, shall be replaced with January 31, 1998.
5. Other Provisions. Except as expressly provided herein, the Original
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Second Amendment has been duly executed and
delivered by duly authorized officers of the parties hereto as of the date
hereof.
CHIPS AND TECHNOLOGIES, INC.
by: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: President and CEO
INTEL CORPORATION
by: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Sr. Vice President
INTEL ENTERPRISE CORPORATION
by: /s/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx
Title: President
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