Exhibit (c)(5)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT dated as of January 15, 1997 (this "Amendment") to AGREEMENT
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AND PLAN OF MERGER dated as of December 16, 1996 (the "Merger Agreement")
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among Tylan General, Inc., a Delaware corporation (the "Company"), Millipore
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Corporation, a Massachusetts corporation (the "Purchaser"), and MCTG Acquisition
Corp., a Delaware corporation ("Purchaser Sub").
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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/ [SIGNATURE APPEARS HERE]
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Name: Xxxxxxxx Xxxxx
Title: Sr. Vice President
MCTG ACQUISITION CORP.
By: /s/ [SIGNATURE APPEARS HERE]
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Name: Xxxxxxxx Xxxxx
Title: Sr. Vice President
TYLAN GENERAL, INC.
By: /s/ [SIGNATURE APPEARS HERE]
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Name: Xxxxx X. Xxxxx
Title: Exec. VP/CFO/Secretary
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