AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO.
1 TO THE AGREEMENT AND PLAN OF MERGER (this “
Amendment ”) is entered into as of August 24,
2005, among JOHNSON ELECTRIC HOLDINGS LIMITED, a Bermuda
corporation (“ JE Holdings ”), J.E.C.
ELECTRONICS SUB ONE, INC., a Massachusetts corporation and an
indirect wholly-owned Subsidiary of JE Holdings (“
Parent ”), J.E.C. ELECTRONICS SUB TWO, INC., a
Massachusetts corporation and a wholly-owned Subsidiary of Parent
(“ Purchaser ”), and PARLEX CORPORATION, a
Massachusetts corporation (the “ Company
”).
WHEREAS, pursuant
to Section 9.2 of the Agreement and Plan of Merger (the
“ Agreement ”), dated as of August 18,
2005, among JE Holdings, Parent, Purchaser and the Company, the
Agreement may be amended by action taken by or on behalf of their
respective Boards of Directors.
WHEREAS, the
Boards of Directors of JE Holdings, Parent, Purchaser and the
Company desire to amend Section 8.1(b) of the Agreement as set
forth herein and have authorized the officers of JE Holdings,
Parent, Purchaser and the Company to execute this
Amendment.
NOW, THEREFORE, in
consideration of the mutual promises and covenants hereinafter set
forth, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, JE Holdings,
Parent, Purchaser and the Company hereby agree as
follows:
1.
Definitions . Capitalized terms not otherwise defined in
this Amendment have the meanings given to them in the
Agreement.
2.
Amendment . Pursuant to Section 9.2 of the Agreement,
Section 8.1(b) of the Agreement is hereby deleted in its
entirety and replaced with the following:
“(b) By
JE Holdings, Parent, Purchaser or the Company if (i) the
Effective Time shall not have occurred on or before
January 15, 2006 (the “ Termination Date
”); provided , however , that the right to
terminate this Agreement under this Section 8.1(b) shall not
be available to any party whose failure to fulfill any obligation
under this Agreement has been the cause of, or resulted in, the
failure of the Effective Time to occur on or before such date or
(ii) any Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any injunction, ord
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