EXHIBIT 2.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment"), dated August 2,
1999, is by and between VM1 ACQUISITION CORP., a Delaware corporation
("Assignor"), and VM4 ACQUISITION CORP., a Delaware corporation ("Assignee").
RECITALS
A. Each of Assignor and Assignee are wholly owned subsidiaries of
VantageMed Corporation, a Delaware corporation ("VMC").
B. Assignor entered into that certain Merger Agreement, dated July 23,
1999 (the "Merger Agreement") with VMC and Mariner Systems, Inc., a Colorado
corporation ("MSI"), pursuant to which the parties thereto have agreed that
MSI shall merge into and with Assignor (the "Merger").
C. Section 7.2 of the Merger Agreement provides that Assignor may
assign its rights and obligations under the Merger Agreement to another
wholly owned subsidiary of VMC.
D. Assignor desires to assign to Assignee all of Assignor's right,
title and interest in and to the Merger Agreement, and Assignee desires to
assume all of Assignor's obligations under the Merger Agreement, pursuant to
the terms and conditions of this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the above recitals, of the mutual
promises and covenants set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows:
1. ASSIGNMENT. Effective as of the Effective Date (as defined below),
Assignor hereby grants, conveys, assigns, transfers and sets over to Assignee
all of Assignor's right, title and interest in and to the Merger Agreement.
2. ACCEPTANCE OF ASSIGNMENT. Effective as of the Effective Date,
Assignee hereby accepts the assignment of the Merger Agreement as set forth
in Section 1 above, and hereby assumes, agrees and undertakes to perform all
of the obligations, liabilities, covenants and agreements of Assignor under
the Merger Agreement, arising from and after the Effective Date.
3. EFFECTIVE DATE. This Agreement shall be conditioned upon and
effective upon the date the parties execute and deliver this Assignment (the
"Effective Date").
4. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR. Assignor hereby
represents and warrants to Assignee as follows:
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(a) Assignor has not previously assigned, pledged, hypothecated,
conveyed or otherwise transferred any of its rights under the Merger Agreement
to any other party; and
(b) As of the Effective Date, the Merger Agreement is in full
force and effect, no default exists under the Merger Agreement, and Assignor
has no notice of any prior assignment, hypothecation or other transfer of any
other interest under the Merger Agreement.
5. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. Assignee hereby
represents and warrants to Assignor as follows:
(a) Assignee is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) This Assignment has been duly authorized, executed and
delivered by Assignee and constitutes the valid, legal and binding
obligations of Assignee, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other similar laws of general applicability
relating to or affecting creditors' rights, and to general equity principles.
6. MISCELLANEOUS.
(a) GOVERNING LAW. This Assignment shall be governed by and
construed in accordance with the laws of the State of California.
(b) ENTIRE AGREEMENT. This Assignment constitutes the entire
agreement between the parties relating to the rights assigned and the
obligations assumed hereunder. All prior and contemporaneous agreements,
representations and understandings of the parties, oral or written, are
hereby superseded and merged herein.
(c) FURTHER PERFORMANCE. Each party shall, whenever and as often
as it shall be requested by the other party, execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, such further
instruments and documents, as may be necessary in order to complete the
assignment and transfer herein provided and to do any and all things as may
be requested in order to carry out the intent and purpose of this Assignment.
(d) COUNTERPARTS. This Assignment shall be executed
simultaneously or in counterparts, each of which shall be deemed an original
(including copies sent to a party by telecopy or facsimile transmission), but
all of which together shall constitute one and the same agreement.
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(e) BINDING EFFECT. This Assignment shall be binding upon and
inure to the benefit of the parties and their respective successors and
assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered
this Assignment as set forth below.
ASSIGNOR:
VM1 ACQUISITION CORP., a Delaware
corporation
Dated: August 2, 1999 By: /s/ Xxxx Xxxxxx
------------------------------
Xxxx Xxxxxx
President and CEO
ASSIGNEE:
VM4 ACQUISITION CORP., a Delaware
corporation
Dated: August 2, 1999 By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
President and CEO
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CONSENT OF MSI TO ASSIGNMENT AND ASSUMPTION AGREEMENT
The undersigned hereby consents to the foregoing Assignment and
Assumption Agreement, and the assignment transaction contemplated therein,
and confirms that as of the date of this Consent, the Merger Agreement is in
full force and effect and there are no defaults by any party under the Merger
Agreement, and to the knowledge of the undersigned no event has occurred which
with notice, or passage of time shall be a default under the Merger
Agreement. By this Consent, MSI does not release VMC or Assignor from any
liability or obligation under the Merger Agreement.
MARINER SYSTEMS, INC., a Colorado
corporation
Dated: 6 August, 1999 By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President
