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Exhibit 2.1.1
[FORM OF AMENDMENT]
PICTURETEL CORPORATION
000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
May __, 1997
MultiLink, Inc.
0 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Re: Amendment No. 1 to Merger Agreement (the "Amendment")
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Ladies and Gentlemen:
Each of PictureTel Corporation, a Delaware corporation ("Parent") and ML
Acquisition Corp., a Massachusetts corporation ("Merger Sub", and collectively
with Parent the "Buying Parties") and MultiLink, Inc. (the "Company") hereby
agree as follows:
13. REFERENCE TO MERGER AGREEMENT
Reference is hereby made to the Agreement and Plan of Merger among
Parent, Merger Sub and the Company dated April 15, 1997 (the "Merger
Agreement"). Terms defined in the Merger Agreement and not otherwise defined
herein are used herein with the meanings so defined.
14. AMENDMENTS TO MERGER AGREEMENT
Each of the Buying Parties and the Company hereby agree that, effective
as of the date hereof, the Merger Agreement is hereby amended as follows:
14.0.1. AMENDMENT TO SECTION 5.3. Section 5.3 of the Merger Agreement is
hereby amended and restated to read in its entirety as follows:
"5.3. Capitalization. As of March 28, 1997, the authorized capital stock
of Parent consisted of 80,000,000 shares of Parent Common Stock and
15,000,000 shares of Preference Stock, $.01 par value per shares (the
"Preference Stock") of which 34,153,421 shares of Parent Common Stock
were issued and outstanding, an aggregate of 6,680,015 shares were
reserved for future issuance of Parent Common Stock, and of which no
shares of Preference Stock are outstanding and of which 800,000 shares of
Preference Stock are designated as Junior Preference Stock. The
authorized capital Stock of Merger Sub consist of 100 shares of Common
Stock, $.01 par value, all of which shares are issued and outstanding."
14.0.2. AMENDMENT TO SECTION 6.11. The first sentence of Section 6.11 is
hereby amended to read in its entirety as follows:
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"Upon consummation of the Merger, Parent shall deliver to State Street
Bank and Trust Company, as escrow agent (the "Escrow Agent"), a
certificate representing the Adjusted Escrow Percentage of the Parent's
Shares."
14.0.3. AMENDMENT TO SECTION 7.1.3. SECTION 7.1.3 is hereby amended and
restated in its entirety as follows:
"7.1.3 Stockholder Approval; Absence of Appraisal Demands.
Shareholders of the Company holding not less than a majority of the
Company Common Stock outstanding as of the record date for the
Special Meeting shall have voted in favor of and approved this
Agreement and the Merger in accordance with the Massachusetts
Business Corporation Law; and the Company shall not have received
notice from any holders of more than 5% of the Company Common Stock
in the aggregate with respect to an intent to pursue appraisal
rights pursuant to xx.xx. 85 through 98 of the Business Corporation
Law of the Commonwealth of Massachusetts in respect of the Merger."
14.0.4. AMENDMENT TO SECTION 9.3.1. The second sentence of Section 9.3.1
is hereby amended as follows:
"With respect to claims referred to in clauses (i), (ii) or (iii)
of the first sentence of this Section 9.3.1, the minimum dollar
limitation shall be $100,000; with respect to claims referred to
in clause (iv) of the first sentence of this Section 9.3.1 the
Buying Parties shall only be entitled to indemnification to the
extent the Losses related thereto exceed $50,000."
15. MISCELLANEOUS
Except to the extent specifically amended hereby the provisions of the
Merger Agreement shall remain unmodified and the Merger Agreement as amended
hereby is hereby confirmed as being in full force and effect. This Amendment may
be executed in counterparts which together shall constitute one instrument and
shall be deemed to be a contract made under the laws of The Commonwealth of
Massachusetts and shall be construed under and governed by the laws of such
Commonwealth and shall bind and enure to the benefit of the parties hereto and
their respective successors and assigns.
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IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment (or caused this Amendment to be executed on its behalf by its officer
or representative thereunto duly authorized) under seal as of the date first
above written.
PICTURETEL CORPORATION
By:
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Title:
ML ACQUISITION CORP.
By:
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Title:
By:
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Title:
MULTILINK, INC.
By:
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President
By:
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Treasurer
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