Attached files
file | filename |
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8-K - FORM 8-K - GEO GROUP INC | g24130e8vk.htm |
EX-99.1 - EX-99.1 - GEO GROUP INC | g24130exv99w1.htm |
Exhibit 2.1(a)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this Amendment), dated as of July
22, 2010, is entered into by and among THE GEO GROUP, INC., a Florida corporation
(Parent), GEO ACQUISITION III, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and CORNELL COMPANIES, INC., a Delaware corporation.
RECITALS
WHEREAS, the parties previously entered into that certain Agreement and Plan of Merger dated
as of April 18, 2010 (the Agreement);
WHEREAS, the parties desire to amend to the Agreement as set forth herein; and
WHEREAS, all capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual promises,
representations, warranties, covenants and conditions set forth herein and in the Agreement, the
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
Section 1. Amendments.
Effective as of the date hereof, Section 2.1(d)(i) of the Agreement is deleted in
its entirety and the following shall be substituted therefor:
An election form and other appropriate and customary transmittal materials
(which shall specify that delivery of issued and outstanding Target Common Stock
shall be effected, and risk of loss and title to the certificates theretofore
representing any such Target Common Stock (each, a Certificate) or
non-certificated shares represented by book entry (Book Entry Shares)
shall pass, only upon proper delivery of such Certificates or Book Entry Shares,
respectively, to the Exchange Agent) in such form as Parent shall specify and as
shall be reasonably acceptable to Target (the Election Form) shall be
mailed at such time as Target and Parent may agree (the Mailing Date) to
each holder of record of shares of Target Common Stock (including holders of Target
Options and ESPP Rights electing prior to the Effective Time to purchase or receive
Target Common Stock) as of July 20, 2010 (or such other time and date as Target and
Parent shall agree) (the Election Form Record Date).
Section 2. Agreement Otherwise Unchanged.
Except as otherwise specifically amended herein, the balance of the Agreement shall remain
unchanged and in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date first above written.
CORNELL COMPANIES, INC. |
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By: | /s/ James E. Hyman | |||
Name: | James E. Hyman | |||
Title: | Chief Executive Officer | |||
THE GEO GROUP, INC. |
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By: | /s/ George Zoley | |||
Name: | George Zoley | |||
Title: | Chairman and Chief Executive Officer | |||
GEO ACQUISITION III, INC. |
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By: | /s/ George Zoley | |||
Name: | George Zoley | |||
Title: | President | |||