Exhibit 2.3
AMENDMENT
TO
MUTUAL WAIVER
AGREEMENT
THIS AMENDMENT TO MUTUAL WAIVER AGREEMENT (this
“ Amendment ”) is made as of August 29,
2008 by and among Shenzhen SANS Material Testing Co., Ltd.,
Shenzhen SANS Measurement Technique Co., Ltd., Shanghai SANS
Testing Machine Co., Ltd., collectively as one party, and MTS
Systems (China) Co., Ltd. as the other party, and shall be
effective on the same date.
RECITALS
A.
The parties entered into that certain Mutual Waiver Agreement dated
as of July 31, 2008 (the “ Waiver Agreement
”), pursuant to which the parties agreed to mutual extension
of time and/or waiver with regard to the APA. Unless the
context clearly indicates otherwise, or unless specifically defined
otherwise, all defined terms in this Amendment shall have the same
meaning as in the APA and/or Waiver Agreement.
B.
The parties now wish to amend the Waiver Agreement to further
clarify the intent of the parties and to remove an unnecessary
provision.
C.
The parties hereby acknowledge and agree that MTS Systems
(Shanghai) Co., Ltd. has changed its name to MTS Systems (China)
Co., Ltd. with the new business license issued and therefore MTS
Systems (China) Co., Ltd. has the full authority to execute and
bind itself to this Amendment on behalf of itself.
NOW, THEREFORE, in consideration of the
foregoing and the mutual promises herein contained, the parties
agree as follows:
A G R E E M E N T
1.
Completion of Closing. Section 2 of the Waiver Agreement shall be
amended to supplement the definitions of “Completion of
Closing” and “Completion Date of Closing” so that
if said date should occur on a Chinese national holiday the parties
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