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EXHIBIT 2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
EMCARE HOLDINGS INC.
AND
XXXXXXX INC. (THE "PARENT")
EHI ACQUISITION CORP. ("ACQUISITION")
DATED AS OF
SEPTEMBER 8, 1997
WHEREAS, the parties hereto have entered into that certain Agreement
and Plan of Merger dated July 29, 1997 (the "Merger Agreement"), pursuant to
which EmCare Holdings Inc. (the "Company"), Parent and Acquisition agreed to
the acquisition of the Company by Parent upon the terms and subject to the
conditions set forth in the Merger Agreement; and
WHEREAS, the parties hereto desire to amend the Merger Agreement to
provide for certain adjustments in the capital stock of the surviving
corporation upon consummation of the Merger;
NOW, THEREFORE, in consideration of the foregoing Recitals (which are
hereby incorporated into and shall be deemed a part of this Agreement), the
covenants and agreements hereafter set forth, and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Section 2.6.4. The Merger Agreement is hereby amended by
amending Section 2.6.4 to read in its entirety:
2.6.4. Capital Stock of Acquisition. The shares of common stock, no
par value per share, of Acquisition issued and outstanding immediately
prior to the Effective Time shall be converted into and exchanged for
1,000 validly issued, fully paid and nonassessable shares of common
stock, no par value per share, of the Surviving Corporation.
2. Effective Date. The amendments and agreements provided in
this First Amendment to the Merger Agreement shall be effective as of September
8, 1997.
3. Ratification. Except as amended hereby, the Merger Agreement
shall remain in full force and effect in all respects.
4. Miscellaneous. This First Amendment to the Merger Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original agreement, but all of which shall constitute one and the same
agreement. This First Amendment to the Merger Agreement constitutes the entire
agreement and understanding among the parties to this First Amendment to the
Merger Agreement and supersedes all prior agreements and understandings,
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both written and oral, with respect to the subject matter contained in this
First Amendment to the Merger Agreement. THIS FIRST AMENDMENT TO THE MERGER
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND FULLY
PERFORMED WITHIN THE STATE OF DELAWARE. This First Amendment to the Merger
Agreement shall be binding upon and shall inure to the benefit of each party to
this First Amendment to the Merger Agreement and such party's heirs, legal
representatives, permitted assigns, and successors.
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IN WITNESS WHEREOF, Parent, Acquisition and the Company have caused
this First Amendment to the Merger Agreement to be executed as of the date
first written above by their respective officers thereunto duly authorized.
XXXXXXX INC.
By:
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Name:
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Title:
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EHI ACQUISITION CORP.
By:
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Name:
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Title:
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EMCARE HOLDINGS INC.
By:
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Name:
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Title:
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