EXHIBIT 2.3
AMENDMENT NUMBER 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment")
is made as of August 15, 2005 (the "Effective Date"), by and among Evant, Inc.,
a California corporation (the "Company"), Manhattan Associates, Inc., a Georgia
corporation ("Manhattan"), Madison Acquisition Corp., a California corporation
("Madison"), and Xxx Xxxxxx, as Shareholder Representative, who are parties to
the Agreement and Plan of Merger dated August 10, 2005 (the "Original
Agreement"). All terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Original Agreement.
RECITALS
A. The Original Agreement provides for a portion of the Adjusted Merger
Consideration to be placed into escrow for the Employee Carveout.
B. Section 10.12 of the Original Agreement permits amendment of the
Original Agreement through execution and delivery of an instrument signed by the
Company, Manhattan and Madison, and the parties to the Original Agreement wish
to amend the Original Agreement as follows:
AGREEMENT
NOW, THEREFORE, IT IS AGREED among the parties as follows:
The first sentence of Section 3.1(d) is hereby amended and restated in its
entirety to provide as follows:
Of the Adjusted Merger Consideration, 10% of the result of the following:
(i) the Merger Consideration, plus (ii) the aggregate exercise price for
all Evant Warrants other than Out-of-Money Warrants, plus (iii) Evant's
cash on hand at Closing, less (iv) $6,000,000, less (v) transaction
expenses, including investment banking and legal fees and repayment of
debt to Silicon Valley Bank and capital lease debt, is subject to the
satisfaction of Evant's obligations to employees of Evant under Evant's
Retention Bonus Plan adopted by Evant's board of directors (such amount
the "Employee Carveout").
MISCELLANEOUS
A. This Amendment may be executed in counterparts which, taken together,
shall constitute one and the same agreement and shall be effective as of the
date first written above.
B. This Amendment constitutes the entire agreement between the parties
with respect to the specific subject matter hereof and supersedes all prior
negotiations and agreements, whether written or oral; provided, however, that
except as modified by this Amendment, the Original Agreement shall be in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the Effective Date.
MANHATTAN ASSOCIATES, INC. EVANT, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxx
-------------------- ----------------
Name: Xxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx
---------------- ------------
Title: CFO Title: CFO
--- ---
MADISON ACQUISITION CORP. XXX XXXXXXX, AS SHAREHOLDER
By: /s/ Xxxxxx X. Xxxxxx REPRESENTATIVE
-------------------- By: /s/ Xxx Xxxxxxx
Name: Xxxxxx X. Xxxxxx ---------------
---------------- Name: Xxx Xxxxxxx
Title: CFO -----------
--- Title: As Shareholder Representative
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