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Exhibit 2.3
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF
MERGER AND REORGANIZATION
This A
MENDMENT N O . 2
TO A GREEMENT AND P
LAN OF M ERGER
AND R EORGANIZATION (this
“Amendment” ) is made and entered into as
of September 30, 2005 among M IKOHN G
AMING C ORPORATION , a Nevada
corporation doing business as Progressive Gaming International
Corporation ( “PGIC” ), V
IKING A CQUISITION S
UB , I NC . , a Delaware
corporation and a wholly owned subsidiary of PGIC (
“Merger Sub I” ), V
IKING M ERGER S
UBSIDIARY , LLC , a Delaware limited liability
company ( “Merger Sub II” and, together
with Merger Sub I, the “Merger Subs” )
and V IRT G AME C
ORP . , a Delaware corporation (
“VirtGame” ).
RECITALS
A. The parties hereto entered
into an Agreement and Plan of Merger and Reorganization dated as of
February 19, 2005, as amended on July 29, 2005 (the
“Merger Agreement” ), pursuant to which
the parties have agreed to effect (i) a merger of Merger Sub I
with and into VirtGame ( “Merger I” ) in
accordance with the Merger Agreement and Delaware General
Corporation Law, and (ii) immediately following the
effectiveness of Merger I, a merger of VirtGame with and into
Merger Sub II in accordance with the Merger Agreement and Delaware
Limited Liability Company Act ( “Merger
II” , and together with Merger I, the
“Transaction” ). Upon consummation of the
Transaction, VirtGame will cease to exist.
B. The parties hereto wish to
amend the Merger Agreement for the limited purposes set forth
herein.
C. Certain capitalized terms
used in this Amendment shall have the meanings given them in the
Merger Agreement, unless the context requires otherwise.
NOW, THEREFORE , in
consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ARTICLE I
AMENDMENT OF MERGER
AGREEMENT
1.1 Amendment of
Definition of Outside Date. Section 8.1(b) of the Merger
Agreement is hereby amended such t
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