AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF REORGANIZATION
This Amendment No. 1 to Agreement and Plan of Reorganization is entered
into as of this 24th day of October, 1995 by and between MMI Medical, Inc., a
California corporation ("MMI") and MEDIQ, Incorporated, a Delaware corporation
("MEDIQ").
WHEREAS, MMI, MEDIQ and certain other parties entered into that certain
Agreement of Merger and Plan of Reorganization (the "Agreement") dated as of
May 18, 1994 pursuant to which MEDIQ Equipment and Maintenance Services, Inc.,
a subsidiary of MEDIQ was merged with a subsidiary of MMI;
WHEREAS, pursuant to the Agreement, MMI agreed to use reasonable efforts
to cause all Registrable Securities (as defined in the Agreement) to be
registered under the 1933 Act as soon as reasonably practical after the filing
of its annual report of Form 10-K for the fiscal year ending April 28, 1995;
WHEREAS, MMI and MEDIQ have agreed to modify the timing of MMI's agreement
to effect such registration.
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties and agreements contained herein, the parties hereto hereby agree as
follows:
1. Section 11.2(a) of the Agreement is hereby amended to read in full as
follows:
11.2 Registration
(a) MMI shall employ its reasonable efforts to cause all Registrable
Securities to be registered under the 1933 Act as soon as reasonably
practicable during the first quarter of calendar 1996; provided, however,
that if MMI shall furnish to MEDIQ a certificate signed by its President
stating that, in the good faith judgment of the board of directors of MMI,
it would be detrimental to MMI or its shareholders for a registration
statement to be filed in the near future, the MMI shall have the right to
defer the filing of a registration statement with respect to such
Registrable Securities until such time as the board of directors of MMI
deems advisable, but in no event later than April 30, 1996, and thereafter
shall employ its reasonable efforts to cause all Registrable Securities to
be registered under the 1933 Act as soon as practicable.
MMI shall be obligated to effect only one registration pursuant to this
Article XI.
2. All defined terms used herein which are not otherwise defined shall
have the meanings set forth in the Agreement.
3. Except where inconsistent with the express terms of this Amendment
No. 1, all provisions of the Agreement as originally entered into prior to the
date hereof shall remain in full force ad effect.
4. This Amendment shall be governed by and construed in accordance with
the laws of the State of California as applied to contracts between California
residents made and to be performed entirely within the State of California.
5. This amendment may be executed in any number of counterparts by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original and all of which taken together
shall constitute one in the same agreement.
IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 1 to
be executed on its behalf by its officers thereunto duly authorized on the day
and year first above written.
MMI MEDICAL, INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Its: President
MEDIQ INCORPORATED
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Its: Senior Vice President
