This Agreement and Plan of Merger involves
Title: SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Industry: Misc. Financial Services Sector: Financial
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Second Amendment to the Agreement and Plan of Merger, dated as of April 1, 2016, as amended by the Amendment as of July 13, 2016 (as so amended, the “ Merger Agreement ”), by and among USI Senior Holdings, Inc., a Delaware corporation (the “ Company ”), Hennessy Capital Acquisition Corp. II, a Delaware corporation (“ Parent ”), HCAC II, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “ Merger Sub ”), and North American Direct Investment Holdings, LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Representative, is made and entered into as of August 17, 2016 (this “ Second Amendment ”). Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Stockholder Representative, will each be referenced to herein from time to time as a “ Party ” and, collectively, as the “ Parties .”
WHEREAS, the Parties have entered into the Merger Agreement, which provides for, among other things, the merger of the Merger Sub with and into the Company, with the Company continuing as the surviving entity; and
WHEREAS, the Parties desire to amend the Merger Agreement as set forth in this Second Amendment.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Second Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Amendment . From and after the date hereof, the Merger Agreement shall be amended as follows:
1.1 From the date hereof until September 30, 2016, the Parties agree that the provisions of Section 5.04 shall not apply and neither the Company nor the Stockholder Representative shall have any exclusive dealing obligations during such period.
1.2 From the date hereof until September 30, 2016, the Parties agree that the provisions of Section 7.09 shall not apply and Parent shall not have any exclusive dealing obli