Exhibit 2.3
AMENDMENT NO. 1 (this "Amendment"), dated as of June 1, 1999 to
the Stockholder Agreement, dated as of March 31, 1999 (the "Agreement"), among
CBS Corporation ("Parent") and the individual signatories hereto (each a
"Stockholder").
WHEREAS, the parties hereto wish to amend the Agreement in the
manner set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy are hereby acknowledged, the parties agree as follows:
1. Paragraph 3(f) of the Agreement is hereby amended to read in
its entirety as follows:
"(f) For a period of eighteen months following the Effective
Time, each of Xxxxx Xxxx and Xxxxxxx Xxxx agrees not to dispose of
shares of Parent Common Stock which represent more than 25% of the
sum of (x) any shares of Parent Common Stock received by such
Stockholder in the Merger in exchange for the Subject Shares of
such Stockholder and (y) any shares of Parent Common Stock
issuable to such Stockholder at any time after the Effective Time
pursuant to the exercise of Company Stock Options assumed by
Parent pursuant to the Merger Agreement."
2. Each of the parties hereto hereby ratifies and confirms that
it, he or she continues to be bound by the terms and provisions of the
Agreement. Except as expressly modified hereby, all of the terms and provisions
of the Agreement shall continue in full force and effect.
3. This Amendment may be executed in one or more counterparts,
all of which shall be considered one and the same agreement, and shall become
effective when one or more of the counterparts has been signed by each of the
parties hereto, it being understood that each party need not sign the same
counterpart. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware regardless of the laws that might
otherwise govern under applicable principles of conflict of laws thereof.
IN WITNESS WHEREOF, Parent has caused this Agreement to be signed
by an officer thereto duly authorized and each Stockholder has signed this
Agreement, all as of the date first above written.
CBS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President,
Chief Financial Officer
STOCKHOLDERS:
XXXXX XXXX
/s/ Xxxxx Xxxx
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XXXXXXX XXXX
/s/ Xxxxxxx Xxxx
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XXXXXXX XXXX
/s/ Xxxxxxx Xxxx
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XXXXX XXXX
/s/ Xxxxx Xxxx
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