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EXHIBIT 99.16
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT dated as of January 15, 1997 (this "Amendment") to AGREEMENT
AND PLAN OF MERGER dated as of December 16, 1996 (the "Merger Agreement") among
Tylan General, Inc., a Delaware corporation (the "Company"), Millipore
Corporation, a Massachusetts corporation (the "Purchaser"), and MCTG Acquisition
Corp., a Delaware corporation ("Purchaser Sub").
RECITALS
WHEREAS, the Company, the Purchaser and Purchaser Sub are parties to the
Merger Agreement, pursuant to which the Purchaser is acquiring the Company.
WHEREAS, the parties hereto desire to amend the Merger Agreement as
provided herein.
WHEREAS, all capitalized terms used herein shall have the meanings set
forth in the Merger Agreement unless otherwise specified herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Acceleration of Stock Options. The third sentence of Section
7.8(a) of the Merger Agreement shall be amended to read as follows:
"The Company shall have the right to amend the terms of any
Company Stock Option which is an incentive stock option satisfying the
requirements of Section 422 of the Code (an "Incentive Stock Option")
outstanding on the date hereof so that it would be vested on the scheduled date
of termination of the Offer and the Company shall have the right to amend the
terms of any Company Stock Option which is not an Incentive Stock Option
outstanding on the date hereof so that it would become vested immediately prior
to the Effective Time."
2. Miscellaneous. Except to the extent expressly modified by this
Amendment, the Merger Agreement shall continue in full force and effect in
accordance with its terms. For the convenience of the parties hereto, this
Amendment may be executed in any number of counterparts, each such counterpart
being deemed to be an original instrument, and all such counterparts shall
together, along with the Merger Agreement, constitute the same agreement.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officers of the parties hereto on the date first
hereinabove written.
MILLIPORE CORPORATION
By: /s/ XXXXXXXX XXXXX
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Name: Xxxxxxxx Xxxxx
Title: Senior Vice President
MCTG ACQUISITION CORP.
By: /s/ XXXXXXXX XXXXX
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Name: Xxxxxxxx Xxxxx
Title: Senior Vice President
TYLAN GENERAL, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Executive Vice President
and Chief Financial Officer
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