EXHIBIT 2.3
AMENDMENT NO. 2 TO
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SHARE PURCHASE AGREEMENT
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THIS AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT ("Amendment") dated
as of October 16, 1996 is entered into among, and for the purpose of amending
that certain Share Purchase Agreement dated as of July 17, 1996, as amended by
an Amendment No. 1 dated as of September 9, 1996 (as so amended, the
"Agreement") among, Plasma & Materials Technologies, Inc., a California
corporation ("Buyer"), Electrotech Limited (registered no. 1373344), whose
registered office is at Thornbury Laboratories, Littleton-Upon-Severn,
Thornbury, Bristol, BS12-INP, United Kingdom ("ET"), Electrotech Equipments
Limited (registered no. 939289), whose registered office is at Thornbury
Laboratories, Littleton-Upon-Severn, Thornbury, Bristol, BS12-INP, United
Kingdom ("ETE" and, together with ET, individually, a "Company," and
collectively, the "Companies"), Xxxxxxxxxxx X. Xxxxxx (the "Majority
Shareholder") and the other shareholders of the Companies listed on the
signature pages hereof (individually, an "Other Shareholder" and collectively,
the "Other Shareholders;" the Majority Shareholder and the Other Shareholders
are sometimes herein collectively referred to as the "Shareholders"). All
capitalized terms used in this Amendment and not otherwise defined herein shall
have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the covenants, agreements and
conditions contained herein, the sufficiency of which is hereby acknowledged,
the parties hereby agree that the Agreement is amended in the following
respects:
1. Section 1.4(a). Paragraph (a) of Section 1.4 of the Agreement is
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amended to read in full as follows:
"(a) An aggregate of Seventy Five Million Dollars (US$75,000,000),
less the sum of the Employee Bonus Amount, the Xxxxxx Noncompetition
Fee and the Xxxxxxx Bonus (all as defined in Section 6.13 below),
shall be payable by Buyer in cash at the Closing to each of the
Shareholders in the respective individual amounts set forth opposite
each Shareholder's name on Exhibit A hereto; and"
2. Section 6.13. Consistent with the amendment to "Exhibit E" to the
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Agreement effected pursuant to Section 5 of the Amendment No. 1 dated as of
September 9, 1996, in the introductory paragraph of Section 6.13 the sum
"US$7,500,000" shall be replaced by the sum "US$500,000."
3. Section 6.13(c). Existing paragraph (c) shall be deleted from
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Section 6.13 of the Agreement. Consistent with such deletion, the word "and"
shall be added to the end of existing paragraph (a), the word "and" shall be
deleted from the end of existing
paragraph (b), and the semicolon at the end of existing paragraph (b) shall be
replaced with a period.
4. Section 6.13(iii). Existing subparagraph (iii) shall be deleted
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from Section 6.13 of the Agreement. Consistent with such deletion, the word
"and" shall be added to the end of existing subparagraph (i), the word "and"
shall be deleted from the end of existing subparagraph (ii), and the semicolon
at the end of existing subparagraph (ii) shall be replaced with a period.
5. Exhibit A. Exhibit A to the Agreement shall be replaced in its
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entirety by Exhibit A ("Schedule of the Consideration") attached to this
Amendment.
Except solely as amended in the manner set forth above, the Agreement
shall in all other respects remain in full force and effect without
modification.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be signed by an individual thereunto duly authorized, all as of the date first
written above.
BUYER: PLASMA & MATERIALS TECHNOLOGIES, INC.
a California corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Chief Executive Officer
ET: ELECTROTECH LIMITED
an English corporation
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Chief Executive Officer
ETE: ELECTROTECH EQUIPMENTS LIMITED
an English corporation
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Chief Executive Officer
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SHAREHOLDERS: /s/ Xxxxxxxxxxx Xxxxx Xxxxxx
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Name: Xxxxxxxxxxx Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxxx Xxxxxx
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Name: Xxxxx Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxx Knight Willmott
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Name: Xxxxxxx Xxxx Xxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxx Willmott
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Name: Xxxxx Xxxxxx Xxxxxxxx
/s/ Xxx Xxxxx Xxxxxx
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Name: Xxx Xxxxx Xxxxxx
/s/ Xxxxxxxx Xxx Xxxxxx
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Name: Xxxxxxxx Xxx Xxxxxx
/s/ Xxxxx Xxxxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxx Xxxxxxxx
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