FIRST AMENDMENT, dated as of December 27, 1995 (the
"First Amendment"), among XXXXXXX & XXXXXXX , a New Jersey
corporation ( "Parent "), JNJ MERGER CORP., a Florida
corporation ("Sub"), and CORDIS CORPORATION, a Florida
corporation (the "Company"), to the AGREEMENT AND PLAN OF
MERGER dated as of November 12, 1995 (the "Merger
Agreement"), among Parent, Sub and the Company.
WHEREAS Parent, Sub and the Company each desire to amend the
Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
1. SECTION 7.01(e) of the Merger Agreement is hereby amended to
read in its entirety as follows:
"(e) by Parent at any time during the period from November 12,
1995 until 6:00p.m. (New York City time) on January 22, 1996 (or such earlier
date or time elected by Parent pursuant to Section 4.02(e) or Section 4.02 (f))
(such period , The "Termination Period"), if Parent in its sole judgment
determines, based on its due diligence review of the Company, that it is
inadvisable to proceed with the Merger."
2. This First Amendment shall be governed by, and construed in
accordance with, the laws of the State of Florida, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
3. This First Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.
in WITNESS WHEREOF, Parent, Sub and the Company have caused this
First Amendment to be signed by their.
respective officers thereunto duly authorized as of the date first written
above.
XXXXXXX & XXXXXXX
by
/s/ X.X. Xxxxxxx
--------------------------------
Name: X.X. Xxxxxxx
Title: Member Executive Committee
JNJ MERGER CORP.,
by
/s/ X.X. Xxxxx
-------------------------------
Name: X.X. Xxxxx
Title: President
CORDIS CORPORATION,
by
/s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman, President and
Chief Executive Officer
