Common use of CONDITIONS TO CONSUMMATION OF THE Clause in Contracts

CONDITIONS TO CONSUMMATION OF THE. MERGER 48 6.01 Conditions to the Obligations of Each Party 48 6.02 Conditions to Obligations of Merger Sub and Parent 49 ii 6.03 Conditions to Obligation of the Company 50 ARTICLE 7 TERMINATION 51 7.01 Termination by Mutual Consent 51 7.02 Termination by Merger Sub, Parent or the Company 51 7.03 Termination by Merger Sub and Parent 52 7.04 Termination by the Company 52 7.05 Effect of Termination 53 ARTICLE 8 MISCELLANEOUS 53 8.01 Payment of Fees and Expenses 53 8.02 Guarantee 55 8.03 No Survival 55 8.04 Modification or Amendment 55 8.05 Entire Agreement; Assignment 55 8.06 Severability 55 8.07 Notices 56 8.08 Governing Law 57 8.09 Descriptive Headings 57 8.10 Counterparts 57 8.11 Certain Definitions 57 8.12 Specific Performance 58 8.13 Extension; Waiver 58 8.14 Third-Party Beneficiaries 58 8.15 Submission to Jurisdiction 58 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 4, 2006, is entered into by and among Datastream Systems, Inc., a Delaware corporation (the “Company”), Spartan Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Magellan Holdings, Inc., a Georgia corporation (“Parent”).

CONDITIONS TO CONSUMMATION OF THE. MERGER 48 46 6.01 Conditions to the Obligations of Each Party 48 46 6.02 Conditions to Obligations of Parent, Merger Sub and Parent 49 ii Infor 47 6.03 Conditions to Obligation of the Company 50 49 ARTICLE 7 TERMINATION 51 49 7.01 Termination by Mutual Consent 51 49 7.02 Termination by Parent, Merger Sub, Parent Infor or the Company 51 50 7.03 Termination by Parent, Merger Sub and Parent 52 Infor 50 7.04 Termination by the Company 52 51 7.05 Effect of Termination 53 51 ARTICLE 8 MISCELLANEOUS 53 52 8.01 Payment of Fees and Expenses 53 52 8.02 Guarantee 55 53 8.03 No Survival 55 53 8.04 Modification or Amendment 55 53 8.05 Entire Agreement; Assignment 55 53 8.06 Severability 55 Validity 54 8.07 Notices 56 54 8.08 Governing Law 57 55 8.09 Descriptive Headings 57 55 8.10 Counterparts 57 55 8.11 Certain Definitions 57 55 8.12 Specific Performance 58 55 8.13 Extension; Waiver 58 56 8.14 Third-Party Beneficiaries 58 56 8.15 Severability 56 8.16 Submission to Jurisdiction 58 56 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 426, 20062005, is entered into by and among Datastream SystemsMAPICS, Inc., a Delaware Georgia corporation (the “Company”), Spartan Magellan Merger Sub, Inc., a Delaware Georgia corporation (“Merger Sub”), and Magellan Holdings, Inc.Infor International Limited, a Georgia corporation Cayman Islands company (“Infor”), and Infor Global Solutions Topco Ltd., a Cayman Islands company (“Parent”).

CONDITIONS TO CONSUMMATION OF THE. MERGER 48 42 6.01 Conditions to the Obligations of Each Party 48 42 6.02 Conditions to Obligations of Merger Sub and Parent 49 ii 42 6.03 Conditions to Obligation of the Company 50 43 ARTICLE 7 TERMINATION 51 44 7.01 Termination by Mutual Consent 51 44 7.02 Termination by Merger Sub, Parent or the Company 51 44 7.03 Termination by Merger Sub and Parent 52 45 7.04 Termination by the Company 52 45 7.05 Effect of Termination 53 46 ARTICLE 8 MISCELLANEOUS 53 46 8.01 Payment of Fees and Expenses 53 46 8.02 Guarantee 55 8.03 No Survival 55 8.04 47 8.03 Modification or Amendment 55 8.05 47 8.04 Entire Agreement; Assignment 55 47 8.05 Severability 48 8.06 Severability 55 Notices 48 8.07 Notices 56 8.08 Governing Law 57 49 8.08 Interpretation 49 8.09 Descriptive Headings 57 Counterparts 49 8.10 Counterparts 57 8.11 Certain Definitions 57 8.12 49 8.11 Specific Performance 58 8.13 50 8.12 Extension; Waiver 58 8.14 51 8.13 Third-Party Beneficiaries 58 8.15 51 8.14 Submission to Jurisdiction 58 51 EXHIBIT A - VOTING AND SUPPORT AGREEMENT EXHIBIT B - FORM OF CERTIFICATE OF INCORPORATION EXHIBIT C - FORM OF BYLAWS AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 4March 10, 20062008, is entered into by and among Datastream SystemsSpecialized Health Products International, Inc., a Delaware corporation (the “Company”), Spartan Merger Sub, Inc.Pelican Acquisition Sub Co., a Delaware corporation (“Merger Sub”), and Magellan HoldingsX. X. Xxxx, Inc., a Georgia New Jersey corporation (“Parent”).