Exhibit 2.2
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 TO THE AGREEMENT AND
PLAN OF MERGER, dated as of April 27, 2007 (this “
Amendment ”), by and among Sharp Holdings Corp., a
Delaware corporation (the “ Buyer ”), Sharp
Acquisition Corp., a Delaware corporation and a wholly owned
Subsidiary of Buyer (“ Acquisition Sub ”), and
Smart & Final Inc., a Delaware corporation (the “
Company ”).
W I T N E S S E T H
WHEREAS, Buyer, Acquisition Sub and
the Company are parties to that certain Agreement and Plan of
Merger dated as of February 20, 2007 (the “ Merger
Agreement ”);
WHEREAS, pursuant to
Section 8.3 of the Merger Agreement, the parties desire to
amend the Merger Agreement as provided in this
Amendment;
WHEREAS, the respective Boards of
Directors of Buyer, Acquisition Sub and the Company have approved
this Amendment and the other transactions contemplated hereby;
and
NOW, THEREFORE, in consideration of
the foregoing and the mutual agreements herein contained and
intending to be legally bound, the parties hereto hereby agree as
follows:
Section 1. Amendment to the
“No Solicitation” Provision . Section 6.6(b)
of the Merger Agreement is hereby amended and replaced in its
entirety with the following:
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Notwithstanding
the limitations set forth in Section 6.6(a), if the Company
receives a Competing Proposal which (i) constitutes a Superior
Proposal or (ii) which the Board of Directors of the Company
determines in good faith after consultation with the
Company’s outside legal and financial advisors could result,
after the taking of any of the actions referred to in either of
clause (x) or (y) below, in a Superior Proposal, and the
Board of Directors of the Company has concluded in good faith after
consultation with the Company’s outside legal and financial
advisors that the failure to take the actions referred t
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