1
Exhibit 2.5
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (the "Agreement") dated as of February 26, 1999
is made and entered into between CAMINUS LLC, a Delaware limited liability
company ("Caminus"), and ZAI*NET Software, L.P., a Delaware limited partnership
("ZN LP"), with reference to the following:
A. Pursuant to a Conversion Agreement and Amendment of Purchase Agreement
between the parties dated as of December 31, 1998 (the "Conversion Agreement"),
Caminus is the owner of 100% of the general partnership interests and 100% of
the limited partnership interests in ZN LP; and
B. Caminus, as the sole remaining general partner and holder of all of
the partnership interests in ZN LP, has approved the merger of ZN LP with and
into Caminus, with Caminus as the surviving business entity.
NOW, THEREFORE, the parties agree as follows:
1. Merger. ZN LP shall be merged with and into Caminus (the "Merger"),
and Caminus shall be the surviving business entity (hereinafter sometimes
referred to as the "Surviving Company"). Appropriate documents necessary to
effectuate the Merger shall be filed with the Secretary of State of the State of
Delaware as soon as practicable. The date of filing with the Secretary of State
of the State of Delaware shall be the "Effective Date" of the Merger.
2. Succession. The separate existence of ZN LP shall cease and ZN LP
shall be merged with and into Caminus as of the Effective Date. The Surviving
Company shall thereupon have all of the rights, privileges, immunities and
powers and shall be subject to all of the duties and liabilities granted or
imposed by the Delaware Revised Uniform Limited Partnership Act, including,
without limitation, Section 17-211(h) thereof.
3. Effect on Outstanding Interests. On the Effective Date, by virtue of
the Merger, all outstanding partnership interests in ZN LP shall be
automatically cancelled, without consideration.
4. Further Assurances. From time to time, as and when required by the
Surviving Company or by its successors or assigns, there shall be executed and
delivered on behalf of ZN LP such deeds and other instruments, and there shall
be taken or caused to be taken by it all such further and other action, as shall
be appropriate, advisable or necessary in order to vest, perfect or confirm, of
record or otherwise, in the Surviving Company the title to and possession of all
property, interests, assets, rights, privileges, immunities, powers, franchises
and authority of ZN LP, and otherwise to carry out the purposes of this
Agreement, and the officers and managers of the Surviving Company are fully
authorized in the name and on behalf of ZN LP or otherwise, to take any and all
such action and to execute and deliver any and all such deeds and other
instruments.
2
5. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
6. Counterparts. This Agreement may be executed in one or more
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute one agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
first date written above.
CAMINUS LLC,
a Delaware limited liability company
By: /s/ Xxxxxxxx Xxxxxx
------------------------------
Its: Chair
------------------------------
ZAI*NET SOFTWARE, L.P.
By: CAMINUS LLC,
its General Partner
By: /s/ Xxxxxxxx Xxxxxx
------------------------------
Its: Chair
------------------------------
- 2 -
