{"id":43492,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/plan-and-agreement-of-merger-healthsouth-corp-and-sutter.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"plan-and-agreement-of-merger-healthsouth-corp-and-sutter","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/plan-and-agreement-of-merger-healthsouth-corp-and-sutter.html","title":{"rendered":"Plan and Agreement of Merger &#8211; HealthSouth Corp. and Sutter Surgery Centers Inc."},"content":{"rendered":"<pre>\n                               FIRST AMENDMENT TO\n                          PLAN AND AGREEMENT OF MERGER\n                                  BY AND AMONG\n                            HEALTHSOUTH CORPORATION,\n                        SSCI ACQUISITION CORPORATION AND\n                          SUTTER SURGERY CENTERS, INC.\n\n         This  Amendment No. 1 to the Plan and Agreement of Merger (the 'Plan of\nMerger')  dated as of the 23rd day of August,  1995, is made and entered into as\nof the 26th day  of  October,  1995,  by and among  HEALTHSOUTH  CORPORATION,  a\nDelaware  corporation  ('Buyer');  SSCI  ACQUISITION  CORPORATION,   a  Delaware\ncorporation and a wholly owned  subsidiary of Buyer ('Sub');  and SUTTER SURGERY\nCENTERS,  INC., a Delaware  corporation  (the  'Company' or 'SSCI').  (Terms not\notherwise defined herein shall have the same meanings as in the Plan of Merger).\n\n                                R E C I T A L S:\n\n         WHEREAS,  Buyer, Sub and SSCI have heretofore  entered into the Plan of\nMerger  providing  for the merger  (the  'Merger')  of Sub with and into SSCI in\naccordance with the Delaware  General  Corporation law (the 'Delaware Law') upon\nthe terms and conditions set forth in the Plan of Merger; and\n\n         WHEREAS,  the  Plan of  Merger  provides  for the  exchange  of  SSCI's\nexisting shares of common stock for shares of HEALTHSOUTH's  common stock,  with\nsuch  HEALTHSOUTH  common to be registered  at the Effective  Time of the Merger\npursuant to an effective  registration statement to be filed with the Securities\nand Exchange Commission ('SEC'); and\n\n         WHEREAS, the SEC, by letter dated October 13, 1995, has objected to the\nfiling by HEALTHSOUTH of a registration  statement on Form S-4 which would cover\nthe HEALTHSOUTH  common stock to be issued to the  shareholders of SSCI pursuant\nto the Merger; and\n\n         WHEREAS,  HEALTHSOUTH  has  agreed to amend  its  filing on Form S-4 to\nconvert it to a filing on Form S-3 pursuant to Rule 415 under the Securities Act\nof 1933;\n\n         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein\ncontained, the parties hereby agree as follows:\n\n         1. The second  sentence of Section 5.5 'Buyer  Common  Stock' is hereby\ndeleted in its entirety and the following is substituted in its place:\n\n                                        1\n\n\n\n\n\n\n                  'The Buyer Common  Stock to be issued  pursuant to the Plan of\n                  Merger  will,  when so  delivered,  be (i)  duly  and  validly\n                  issued,  fully  paid  and  non-assessable;  (ii) be able to be\n                  publicly resold by the stockholders of SSCI upon effectiveness\n                  of a  registration  statement to be filed with the  Securities\n                  and  Exchange  Commission  within 30 days after the  Effective\n                  Time  by  Buyer  on  Form  S-3 and  pursuant  to  Rule  415 as\n                  promulgated under the Securities Act of 1933 (the 'Act'),  and\n                  (iii) after the  registration  statement  provided for in (ii)\n                  shall have been  declared  effective by the SEC, be authorized\n                  for listing on the Exchange upon official notice of issuance.'\n\n         In all other respects, the language of Section 5.5 is unchanged.\n\n         2. In the second and third  lines of Section  7.6(a)  delete the phrase\n'as soon as reasonably  practicable'  and insert 'within thirty (30) days of the\nEffective Time'.\n\n         3. In the third  line of Section  7.6(a)  there is  inserted  after the\nwords 'a registration Statement' the following:\n\n                  'on Form S-3 and pursuant to Rule 415 under the Securities Act\n                  of 1933'\n\n         In all other  respects,  other than as set forth in Paragraph 2 hereof,\nthe language of Section 7.6(a) is unchanged.\n\n         4. In Section  7.6(b)  delete the words 'Prior to the Closing  Date' at\nthe beginning of Section  7.6(b) and  substitute  therefore  'Within thirty (30)\ndays of the Effective Time'. In all other respects Section 7.6(b) is unchanged.\n\n         5. In Section  7.6(c)  delete the words 'prior to the Closing  Date' at\nthe beginning of the subparagraph and again at the end of the subparagraph, and,\nin each case, substitute therefore: 'within thirty (30) days after the Effective\nTime'.  In all other  respects  the  provisions  of 7.6(c) are  reconfirmed  and\nrestated.\n\n         6. Section 8.8 'Registration Statement' is deleted in its entirety.\n\n         7.  Section  9.7  'Registration  Statement'  is hereby  deleted  in its\nentirety.\n\n                                        2\n\n\n\n\n\n         8. Except as set forth above,  in all other  respect the Plan of Merger\nis hereby reaffirmed and acknowledged and the parties have caused this Amendment\nNo.  1 to the  Plan of  Merger  to be  executed  and  delivered  by  their  duly\nauthorized officers as of the date first above written.\n\n                                   SUTTER SURGERY CENTERS, INC.,\n                                     a Delaware corporation\n\n\n                                    By       \/s\/ AUGUST A. SAIBENI\n                                      -----------------------------------------\n                                    Name         August A. Saibeni\n                                      -----------------------------------------\n                                    Title  President and Chief Operating Officer\n                                      -----------------------------------------\n\n\n                                    HEALTHSOUTH Corporation,\n                                      a Delaware corporation\n\n\n                                    By      \/s\/ WILLIAM W. HORTON\n                                      -----------------------------------------\n                                    Name        William W. Horton\n                                      -----------------------------------------\n                                    Title      Group Vice President\n                                      -----------------------------------------\n\n\n                                    SSCI ACQUISITION CORPORATION,\n                                      a Delaware corporation\n\n\n                                    By      \/s\/ WILLIAM W. HORTON\n                                      -----------------------------------------\n                                    Name        William W. Horton\n                                      -----------------------------------------\n                                    Title        Vice President\n                                      -----------------------------------------\n\n                                        3\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9622,9626],"class_list":["post-43492","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43492","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43492"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43492"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43492"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43492"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}