Second Amendment to Agreement and Plan of Merger between U.S. Can Corporation and Pac Packaging Acquisition Corporation
Contract Categories:
Mergers & Acquisitions
›
Merger Agreements
Summary
This amendment, dated August 22, 2000, updates the merger agreement between U.S. Can Corporation and Pac Packaging Acquisition Corporation. It replaces Schedule I of the original agreement, specifying the allocation of shares to certain stockholders after the merger. All other terms of the original merger agreement remain unchanged. The amendment is governed by Delaware law and can be executed in multiple counterparts.
EX-2.3 2 c57192ex2-3.txt 2ND AMENDMENT TO AGREEMENT & PLAN OF MERGER 1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT, dated as of August 22, 2000, is by and between U.S. Can Corporation, a Delaware corporation (the "Company") and Pac Packaging Acquisition Corporation, a Delaware corporation ("Newco"), and amends the Agreement and Plan of Merger, dated as of June 1, 2000, as amended on June 28, 2000, by and between the Company and Newco (the "Merger Agreement"). Capitalized terms used but not otherwise defined herein have the meanings assigned to those terms in the Merger Agreement. In consideration of the mutual agreements herein contained, the parties hereto hereby agree as follows: 1. Amendment to Schedule I of the Merger Agreement. The Merger Agreement shall be and hereby is amended by deleting the Schedule I attached to the Merger Agreement and replacing it with the Schedule I attached to this Amendment. 2. Counterparts. 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 constitute the same amendment. 3. Governing Law. This Amendment shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. 4. Titles. The Section captions in this Amendment are for convenience of reference only, do not constitute part of this Amendment and shall not be deemed to limit or otherwise affect any of the provisions hereof. 5. Effectiveness of Merger Agreement. Except as expressly set forth herein, the Merger Agreement is not modified, amended, released or otherwise affected by this Amendment. 2 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. U.S. CAN CORPORATION By: /s/ PAUL W. JONES ------------------------------------------ Name: Paul W. Jones Title: Chairman and Chief Executive Officer PAC PACKAGING ACQUISITION CORPORATION By: /s/ RICHARD K. LUBIN ------------------------------------------ Name: Richard K. Lubin Title: Senior Vice President 3 SCHEDULE I Rollover Shares (column 2) held by each Rollover Stockholder (column 1), respectively, to be converted, in the aggregate, into the following number of shares of Surviving Corporation Common Stock (column 3) and Surviving Corporation Preferred Stock (column 4):