1
EXHIBIT 2.2
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Second Amendment (the "Second Amendment") to Agreement
and Plan of Merger dated as of May 3, 1998 (the "Agreement"), as amended June
9, 1998 (the "First Amendment"), is made and entered into as of August 24, 1998
by and among Xxxxxx Instrument Corporation ("Xxxxxx"), Bravo Acquisition
Subsidiary, Inc. ("Acquisition Subsidiary") and Electronic Designs, Inc.
("EDI"). All capitalized terms used herein and not defined shall have the
respective meanings assigned to them in the Agreement.
RECITALS
A. Pursuant to the Agreement, Xxxxxx, Acquisition
Subsidiary and EDI have made certain agreements in connection with the Merger.
B. The respective Boards of Directors of Xxxxxx,
Acquisition Subsidiary and EDI have determined that it is in the best interests
of their respective corporations and shareholders to modify the Agreement and,
accordingly, have approved this Second Amendment.
NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in accordance with Section 8.2
of the Agreement, the parties agree as follows:
1. Section 1.3 of the Agreement is hereby amended by deleting
"1.375" in the fifth line thereof and substituting therefor "1.275."
2. The third sentence of Section 1.11(e) of the Agreement which
was added by the First Amendment is hereby deleted in its entirety.
3. Section 1.17 of the Agreement is hereby deleted in its
entirety and replaced with the following:
1.17 VOTING AGREEMENTS. Concurrently with the execution
and delivery of the Second Amendment to the Agreement and Plan
of Merger, dated August 24, 1998, EDI and Xxxxxx shall cause
those persons set forth on Schedule 1.17(a) to execute and
deliver voting and support agreements in the form attached
hereto as Schedule 1.17(b) agreeing, among other things, to
vote in favor of this Merger Agreement, the Merger and the
transactions contemplated thereby.
4. A new Schedule 1.17(b), as attached to this Second Amendment,
is hereby made a part of the Agreement.
5. Sections 4.13, 5.14 and 5.15 of the Agreement which were added
by the First Amendment are hereby deleted in their entireties.
6. Schedules 4.13 and 5.15 to the Agreement which were added by
the First Amendment are hereby deleted in their entireties.
2
IN WITNESS WHEREOF, the undersigned have executed this Second
Amendment to the Agreement as of the date first above written.
XXXXXX INSTRUMENT CORPORATION ELECTRONIC DESIGNS, INC.
By: /s/ XXXXX XXXXXXXXXX By: /s/ XXXXXX X. XXXXXXXXXX
-------------------- ------------------------
Name: Xxxxx Xxxxxxxxxx Name: Xxxxxx X. XxXxxxxxxx
Title: Chief Executive Officer Title: President
BRAVO ACQUISITION SUBSIDIARY, INC.
By: /s/ XXXXX XXXXXXXXXX
--------------------
Name: Xxxxx Xxxxxxxxxx
Title: President
