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Exhibit 2.1
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF
MERGER
AMENDMENT NO. 3, dated as of
December 27, 2006 (this " Third Amendment "), to the
Agreement and Plan of Merger, dated as of October 19, 2006, by
and among APN Holding Company, Inc., a Delaware corporation ("
Parent "), APN Mergersub, Inc., a Florida corporation and a
wholly owned direct subsidiary of Parent (" MergerSub "),
and Applica Incorporated, a Florida corporation (the "
Company "), as amended by Amendment No. 1, dated as of
December 14, 2006, and Amendment No. 2, dated as of
December 22, 2006 (the " Merger Agreement ").
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Merger Agreement.
WHEREAS, pursuant to, and subject
to the limitations set forth in, Section 9.2 of the Merger
Agreement, the Merger Agreement may be amended, modified, or
supplemented only by the written agreement of the parties thereto;
and
WHEREAS, the parties hereto wish
to amend the Merger Agreement as set forth below.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, the
receipt and adequacy of which are hereby acknowledged, the parties
hereby agree as follows:
1. Amendment .
Section 3.1(a) of the Merger Agreement is hereby amended by
deleting the word "$7.00" in both instances and replacing each with
the word "$7.50."
2. Apple Shareholders
Meeting . Notwithstanding anything to the contrary in the
Merger Agreement, Parent, MergerSub and the Company hereby agree
that the Apple Shareholders Meeting to be held at 11:00 a.m.
Eastern Standard Time on December 28, 2006 (the " First
Meeting ") shall be convened as scheduled and immediately
thereafter a motion shall be properly made by an officer of the
Company to adjourn the Firs
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