1
Exhibit 2.7.1
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is dated as of
October 9, 1996 and is by and among Unison HealthCare Corporation, a Delaware
corporation ("Parent"), Arkansas, Inc., a Colorado corporation ("Arkansas"),
Xxxxx X. Xxxxxxx, an individual resident in Colorado ("Xx. Xxxxxxx") and Xxxx X.
Xxxxxxxx, an individual resident in Colorado ("Xx. Xxxxxxxx"), and relates to
the Agreement and Plan of Merger dated as of August 2, 1996 by and among Parent,
Arkansas, Xx. Xxxxxxx and Xx. Xxxxxxxx (the "Agreement"). Capitalized terms not
defined herein shall have the meanings set forth in the Agreement.
WHEREAS, as provided for in Sections 7.13 and 8.7 of the Agreement,
Parent, Arkansas, Xx. Xxxxxxx and Xx. Xxxxxxxx initially anticipated that Parent
would enter into a definitive agreement to acquire the assets and business of
RehabWest, Inc. for an aggregate purchase price of $5,500,000 as a condition to
Closing; and
WHEREAS, Parent will actually enter into a definitive agreement to
acquire the assets and business of RehabWest, Inc. for an aggregate purchase
price of $5,350,000; and
WHEREAS, pursuant to Section 11.9 of the Agreement, Parent, Arkansas,
Xx. Xxxxxxx and Xx. Xxxxxxxx desire to amend the Agreement to reflect the
revised purchase price for RehabWest, Inc.
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
Section 1. Section 7.13 of the Agreement is amended by replacing the
term "$5,500,000" with the term "$5,350,000."
Section 2. Section 8.7 of the Agreement is amended by replacing the
term "$5,500,000" with the term "$5,350,000."
2
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 to Agreement and Plan of Merger as of the date first written
above.
UNISON HEALTHCARE CORPORATION
By: /S/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx
Executive Vice President
ARKANSAS, INC.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx
President
XXXXX X. XXXXXXX
/S/ Xxxxx X. Xxxxxxx
XXXX X. XXXXXXXX
/S/ Xxxx X. Xxxxxxxx
0
XXXXXXXXX XX. 0
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is dated as of
October 9, 1996 and is by and among Unison HealthCare Corporation, a Delaware
corporation ("Parent"), Cornerstone Care, Inc., a Colorado corporation
("Cornerstone"), Xxxxx X. Xxxxxxx, an individual resident in Colorado ("Xx.
Xxxxxxx") and Xxxx X. Xxxxxxxx, an individual resident in Colorado ("Xx.
Xxxxxxxx"), and relates to the Agreement and Plan of Merger dated as of August
2, 1996 by and among Parent, Cornerstone, Xx. Xxxxxxx and Xx. Xxxxxxxx (the
"Agreement"). Capitalized terms not defined herein shall have the meanings set
forth in the Agreement.
WHEREAS, as provided for in Sections 7.13 and 8.7 of the Agreement,
Parent, Cornerstone, Xx. Xxxxxxx and Xx. Xxxxxxxx initially anticipated that
Parent would enter into a definitive agreement to acquire the assets and
business of RehabWest, Inc. for an aggregate purchase price of $5,500,000 as a
condition to Closing; and
WHEREAS, Parent will actually enter into a definitive agreement to
acquire the assets and business of RehabWest, Inc. for an aggregate purchase
price of $5,350,000; and
WHEREAS, pursuant to Section 11.9 of the Agreement, Parent,
Cornerstone, Xx. Xxxxxxx and Xx. Xxxxxxxx desire to amend the Agreement to
reflect the revised purchase price for RehabWest, Inc.
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
Section 1. Section 7.13 of the Agreement is amended by replacing the
term "$5,500,000" with the term "$5,350,000."
Section 2. Section 8.7 of the Agreement is amended by replacing the
term "$5,500,000" with the term "$5,350,000."
4
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 to Agreement and Plan of Merger as of the date first written
above.
UNISON HEALTHCARE CORPORATION
By: /S/ Xxxx X. Xxxxxxx
----------------------------------
Xxxx X. Xxxxxxx
Executive Vice President
CORNERSTONE CARE, INC.
By: /S/ Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx
President
XXXXX X. XXXXXXX
/S/ Xxxxx X. Xxxxxxx
----------------------------------
XXXX X. XXXXXXXX
/S/ Xxxx X. Xxxxxxxx
----------------------------------
-4-
5
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is dated as of
October 9, 1996 and is by and among Unison HealthCare Corporation, a Delaware
corporation ("Parent"), Xxxxxxx Xxxxx, Inc., a Colorado corporation ("Xxxxxxx
Xxxxx"), Xxxxx X. Xxxxxxx, an individual resident in Colorado ("Xx. Xxxxxxx")
and Xxxx X. Xxxxxxxx, an individual resident in Colorado ("Xx. Xxxxxxxx"), and
relates to the Agreement and Plan of Merger dated as of August 2, 1996 by and
among Parent, Xxxxxxx Xxxxx, Xx. Xxxxxxx and Xx. Xxxxxxxx (the "Agreement").
Capitalized terms not defined herein shall have the meanings set forth in the
Agreement.
WHEREAS, as provided for in Sections 7.13 and 8.7 of the Agreement,
Parent, Xxxxxxx Xxxxx, Xx. Xxxxxxx and Xx. Xxxxxxxx initially anticipated that
Parent would enter into a definitive agreement to acquire the assets and
business of RehabWest, Inc. for an aggregate purchase price of $5,500,000 as a
condition to Closing; and
WHEREAS, Parent will actually enter into a definitive agreement to
acquire the assets and business of RehabWest, Inc. for an aggregate purchase
price of $5,350,000; and
WHEREAS, pursuant to Section 11.9 of the Agreement, Parent, Xxxxxxx
Xxxxx, Xx. Xxxxxxx and Xx. Xxxxxxxx desire to amend the Agreement to reflect the
revised purchase price for RehabWest, Inc.
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
Section 1. Section 7.13 of the Agreement is amended by replacing the
term "$5,500,000" with the term "$5,350,000."
Section 2. Section 8.7 of the Agreement is amended by replacing the
term "$5,500,000" with the term "$5,350,000."
-5-
6
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 to Agreement and Plan of Merger as of the date first written
above.
UNISON HEALTHCARE CORPORATION
By: /S/ Xxxx X. Xxxxxxx
----------------------------------
Xxxx X. Xxxxxxx
Executive Vice President
XXXXXXX XXXXX, INC.
By: /S/ Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx
President
XXXXX X. XXXXXXX
/S/ Xxxxx X. Xxxxxxx
----------------------------------
XXXX X. XXXXXXXX
/S/ Xxxx X. Xxxxxxxx
----------------------------------
-6-
7
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is dated as of
October 9, 1996 and is by and among Unison HealthCare Corporation, a Delaware
corporation ("Parent"), Xxxxxxx Care, Inc., a Colorado corporation ("Xxxxxxx
Care"), Xxxxx X. Xxxxxxx, an individual resident in Colorado ("Xx. Xxxxxxx") and
Xxxx X. Xxxxxxxx, an individual resident in Colorado ("Xx. Xxxxxxxx"), and
relates to the Agreement and Plan of Merger dated as of August 2, 1996 by and
among Parent, Xxxxxxx Care, Xx. Xxxxxxx and Xx. Xxxxxxxx (the "Agreement").
Capitalized terms not defined herein shall have the meanings set forth in the
Agreement.
WHEREAS, as provided for in Sections 7.13 and 8.7 of the Agreement,
Parent, Xxxxxxx Care, Xx. Xxxxxxx and Xx. Xxxxxxxx initially anticipated that
Parent would enter into a definitive agreement to acquire the assets and
business of RehabWest, Inc. for an aggregate purchase price of $5,500,000 as a
condition to Closing; and
WHEREAS, Parent will actually enter into a definitive agreement to
acquire the assets and business of RehabWest, Inc. for an aggregate purchase
price of $5,350,000; and
WHEREAS, pursuant to Section 11.9 of the Agreement, Parent, Xxxxxxx
Care, Xx. Xxxxxxx and Xx. Xxxxxxxx desire to amend the Agreement to reflect the
revised purchase price for RehabWest, Inc.
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
Section 1. Section 7.13 of the Agreement is amended by replacing the
term "$5,500,000" with the term "$5,350,000."
Section 2. Section 8.7 of the Agreement is amended by replacing the
term "$5,500,000" with the term "$5,350,000."
8
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 to Agreement and Plan of Merger as of the date first written
above.
UNISON HEALTHCARE CORPORATION
By: /S/ Xxxx X. Xxxxxxx
----------------------------------
Xxxx X. Xxxxxxx
Executive Vice President
XXXXXXX CARE, INC.
By: /S/ Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx
President
XXXXX X. XXXXXXX
/S/ Xxxxx X. Xxxxxxx
----------------------------------
XXXX X. XXXXXXXX
/S/ Xxxx X. Xxxxxxxx
----------------------------------
-8-
9
POST-EFFECTIVE AMENDMENT NO. 2
DATED AS OF MARCH 17, 1997
TO FOUR
AGREEMENTS AND PLANS OF MERGER
AMONG
UNISON HEALTHCARE CORPORATION
XXXXX X. XXXXXXX
AND
XXXX X. XXXXXXXX
AND
EACH OF
ARKANSAS, INC.
CORNERSTONE CARE, INC.
XXXXXXX XXXXX, INC.
XXXXXXX CARE, INC.
EACH DATED AS OF AUGUST 2, 1996
Background
The parties have entered into those certain Agreements and Plans of
Merger dated as of August 2, 1996 (the "Original Agreements") pursuant to which
each of Arkansas, Inc., Cornerstone Care, Inc., Xxxxxxx Xxxxx, Inc. and Xxxxxxx
Care, Inc. (the "S Corporations") merged with and into a wholly owned subsidiary
of Unison HealthCare Corporation on or about October 31, 1996. Because the
financial results of the S Corporations were not and could not be known with
certainty at the time of the merger, the Original Agreements provided that the
Equity Adjustment Amount, as defined therein, would be determined and would be
paid to the party or parties entitled thereto pursuant to the Equity Adjustment
Procedure, all as more fully described in Sections 2.9 and 2.10 of the Original
Agreements.
The parties have now determined that the net Equity Adjustment Amount
for the S Corporations is $1,053,010. The parties intended that this amount
would be paid in immediately available funds. The parties now desire to amend
the Original Agreements to provide that the Equity Adjustment Amount will be
paid in the form of one or more promissory notes in substantially the form of
Exhibit X hereto. To accomplish the foregoing intent, the parties agree as set
forth below.
Agreement
1. Equity Adjustment Amount. The parties hereby agree that the
net Equity Adjustment Amount under the Original Agreements is
$1,053,010.
10
2. Amendment to Section 2.10(b). The parties hereby agree that
Section 2.10(b) of each of the Original Agreements shall be
amended by deleting the second sentence thereof in its
entirety and inserting therefor the following: "Payments may
be made either in immediately available funds or by one or
more promissory notes of Parent in form and substance
reasonably acceptable to the Company and the Warranting
Shareholders."
3. Ratification of Original Agreements. Each of the Original
Agreements, as amended hereby, is hereby ratified and affirmed
in all other respects.
IN WITNESS WHEREOF, and pursuant to Section 11.9 of each of the
Original Agreements, the parties have executed this Amendment No. 1 as of the
date set forth above.
UNISON HEALTHCARE
CORPORATION
By: /s/Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: EVP/COO
ARKANSAS, INC.
CORNERSTONE CARE, INC.
XXXXXXX XXXXX, INC.
XXXXXXX CARE, INC.
By: /S/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: President
XXXXX X. XXXXXXX
By: /S/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx, Personally
XXXX X. XXXXXXXX
By: /S/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx, Personally
-10-
