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EXHIBIT 2.3
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Amendment No. 1 to Stock Purchase Agreement, dated as of September 20,
1998, between The Medical Society of New Jersey, a New Jersey not-for-profit
corporation (the "Medical Society") and The MIIX Group, Incorporated, a Delaware
corporation ("MIIX Holding").
WHEREAS, MIIX Holding and the Medical Society are parties to a Stock
Purchase Agreement dated as of October 15, 1997 (the "Stock Purchase
Agreement"); and
WHEREAS, MIIX Holding and the Medical Society wish to amend the Stock
Purchase Agreement in order to facilitate the MIIX Plan of Reorganization and
the consummation of the transactions contemplated thereby;
NOW, THEREFORE, MIIX Holding and the Medical Society agree as follows:
1. Amendment to Section 1.3 of Stock Purchase Agreement. Section 1.3 of
the Stock Purchase Agreement is hereby deleted in its entirety, and the
following is inserted in its place:
1.3 Closing. The closing of the sale and purchase of the Company
Shares (the "Closing") shall take place at 10:00 a.m. on the Effective
Date (as defined in the MIIX Plan of Reorganization) of the MIIX Plan of
Reorganization (the "Closing Date") at such place as the parties may
agree. At the Closing:
(a) the Medical Society will deliver to MIIX Holding, free and
clear of any Liens, one or more certificates representing all of the
Company Shares, duly endorsed in blank or accompanied by stock
powers or other instruments of transfer duly executed in blank, and
bearing or accompanied by all requisite stock transfer stamps; and
(b) MIIX Holding will deliver to the Medical Society $100,000
by wire transfer to an account to be designated by the Medical
Society at least five business days in advance of the Closing.
2. Addition of Section 1.4 to the Stock Purchase Agreement. The following
is inserted as Section 1.4 of the Stock Purchase Agreement:
1.4 Delivery of MIIX Holding Share Amount. If the MIIX Holding Share
Amount is determined in accordance with Section 1.2(a) hereof, then such
number of MIIX Holding Shares will be delivered to the Medical Society at
the Closing. If the MIIX Holding Share Amount is determined in accordance
with Section 1.2(b) hereof,
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then such number of MIIX Holding Shares will be delivered to the Medical
Society as soon as practicable after the fifteenth trading day of MIIX
Holding Shares.
3. Registered Public Offering. It is understood that the references to a
"registered public offering" in Section 1.2 of the Stock Purchase Agreement mean
an underwritten public offering and do not encompass the distribution of MIIX
Holding Shares to members of the Medical Inter-Insurance Exchange of New Jersey
pursuant to the MIIX Plan of Reorganization.
4. Defined Terms. Defined terms used herein without definition shall bear
the respective meanings ascribed thereto in the Stock Purchase Agreement.
5. No Other Amendment. Except as expressly amended hereby, the Stock
Purchase Agreement shall continue in full force and effect.
6. Counterparts. This Amendment No. 1 to Stock Purchase Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to
Stock Purchase Agreement as of the day first above written.
THE MEDICAL SOCIETY OF NEW JERSEY
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Director
THE MIIX GROUP, INCORPORATED
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: President and Chief Executive Officer
