Second Amendment to Agreement of Merger Between Enon Microwave, Inc. and Vectronics Microwave Corp.

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

This amendment updates the merger agreement between Enon Microwave, Inc. and Vectronics Microwave Corp., a subsidiary of Micronetics Wireless, Inc. It clarifies the purpose and share structure of the surviving corporation and certifies the list of stockholders as of the closing date. The amendment also replaces a previous schedule with a revised version. The document is signed by authorized representatives of all involved companies and key stockholders.

Read More Arrow
EX-2.3 5 exh2-3.txt SECOND AMENDMENT TO AGREEMENT OF MERGER EXHIBIT 2.3 SECOND AMENDMENT TO AGREEMENT OF MERGER OF ENON MICROWAVE, INC. WITH AND INTO VECTRONICS MICROWAVE CORP., A WHOLLY OWNED SUBSIDIARY OF MICRONETICS WIRELESS, INC. DATED FEBRUARY 14, 2002 (THE "AGREEMENT") 1. The parties to the Agreement hereby amend the Agreement by adding the following new articles: Article 1.8 Surviving Corporation. The purpose of the Surviving Corporation shall be to engage in any lawful act or activity for which 14: corporations may be organized under the DBCL. The total number of 15: shares of stock which the Surviving Corporation has authority to issue class and areis ten, all of which are without par value. All such shares are of one shares of common stock. Article 4.40 Stockholders List. The Company certifies that Schedule 4.40 hereto is a true and complete list of the Stockholders as of the Closing. 20: 2. Attached hereto is the final revised version of Schedule 2.1(c) which supersedes Schedule 2.1(c) contained in the Agreement. IN WITNESS WHEREOF, the undersigned, by their duly authorized officers, have duly executed this Second Amendment as of March 26, 2002. MICRONETICS WIRELESS, INC. By:/s/Richard S. Kalin Name: Richard S. Kalin Title: President & CEO VECTRONICS MICROWAVE CORP. By: /s/Richard S. Kalin Name: Richard S. Kalin Title: President & CEO ENON MICROWAVE, INC. By: /s/Harold S. Maddix Name: Harold S. Maddix Title: President & Treasurer KEY STOCKHOLDERS /s/Harold S. Maddix Harold S. Maddix /s/Donald F. Kilduff Donald F. Kilduff