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Exhibit 2.02
AMENDMENT dated as of
December 1, 2006 (this " Amendment "), between ANDREW
CORPORATION, a Delaware corporation (the " Buyer "), and EMS
TECHNOLOGIES, INC., a Georgia corporation (the " Seller
").
A.
Reference is made to the Asset Purchase Agreement dated as of
October 31, 2006 (the " Purchase Agreement "), between
the Seller and the Buyer. Capitalized terms used but not otherwise
defined herein have the meanings assigned to them in the Purchase
Agreement.
B.
The Seller and the Buyer wish to amend certain provisions of the
Purchase Agreement.
Accordingly,
in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree
as follows:
SECTION
1. Amendment to Section 5.6(e) . Section 5.6(e) of
the Purchase Agreement is hereby amended by deleting each reference
to the phrase "November 30, 2006" and replacing it with the
phrase "December 1, 2006".
SECTION
2. Amendment to Section 5.18 . Section 5.18 of the
Purchase Agreement is hereby amended by deleting the current text
of Section 5.18 in its entirety and replacing it with the
language set forth below:
"SECTION 5.18. Product
Authorizations . Within 30 days after the end of each
calendar month beginning with the month in which the Closing
occurs, the Seller shall pay to the Buyer an amount equal to the
sum of (x) (a) $1,333, multiplied by (b) the number of days
from and after the Closing in such calendar month that the Product
Authorization for EkoCell II has not been obtained, (y) (a) $724,
multiplied by (b) the number of days from and after the
Closing in such calendar month that the Product Authorization for
EkoLink Plus has not been obtained, and (z) (a) $2,943, multiplied
by (b) the number of days from and after the Closing in such
calendar month that the Product Authorization for MirrorCell II has
not been obtained; provided , however , that the
Seller shall have no obligation under clause (x), (y) or (z),
as applicable, of this Section 5.18 if the Buyer
determines not to manufacture, market, distribute or sell the
product that is the subject of such Product Authorization for any
reason other than the failure to obtain such Product Authorization;
provided , further , that the obligation of the
Seller under this Section 5.18 shall not exceed
$900,000. The Buyer agrees to cooperate with the Seller in good
faith and with reasonable promptness in the Seller’s efforts
to obtain the Product Authorizations; provided that this
sentence shall not (i) affect Seller’s obligations under
Section 2.4(g) (Excluded Liabilities) with respect to
the matters described on Schedule 3.7 ;
(ii) require the Buyer or any of its Affiliates to incur any
costs, expenses or other Losses unless the Seller reimburses the
Buyer or such Affiliate for such costs, expenses or other Losses;
or (iii) require the Buyer to take any action that would
materially interfere with the normal operations of the Buyer
(including the operations of the Business)."
SECTION
3. Amendment to Section 7.3
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