EXHIBIT 2.2
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CONFORMED COPY
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
("Amendment"), dated as of December 15, 1999, is entered into by and among
Natural MicroSystems Corporation, a Delaware corporation ("NMS"), NMS California
Acquisition Corp., a California corporation and a wholly-owned subsidiary of NMS
(the "California Sub"), NMS Delaware Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of NMS (the "Delaware Sub") and XXXX.xxx, Inc., a
California corporation ("XXXX.XXX").
1. NMS, the California Sub and XXXX.XXX have entered into an Agreement
and Plan of Merger and Reorganization dated as of November 30, 1999 (the "Merger
Agreement"), which provides for and sets forth the terms of the merger of the
California Sub with and into XXXX.XXX. All terms used herein that are not
otherwise defined herein shall have the meaning ascribed to them in the Merger
Agreement.
2. In order to expedite the Merger, the parties hereby amend the Merger
Agreement by substituting the Delaware Sub for the California Sub as a party
thereto, so that each reference in the Merger Agreement to the term "Acquisition
Sub" shall hereafter mean the Delaware Sub and not the California Sub.
Accordingly, the description in Section 1.01 of the Merger Agreement to the
filing of the appropriate merger documents with the Secretary of State of
California shall also encompass the filing of such documents with the Secretary
of State of Delaware, and, where appropriate, each reference in the Agreement to
the California Law shall mean the California Law and the Delaware General
Corporation Law.
3. This Amendment may be executed in two or more counterparts, all of
which shall be considered the same instrument and shall become effective when
executed and delivered by each of the parties.
4. Other than as expressly amended in Section 2 above, the Merger
Agreement remains unmodified and in full force and effect.
* * * * * * * * * * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by their respective officers, all as of the date first written above.
NATURAL MICROSYSTEMS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Chairman of the Board, President and
Chief Executive Officer
NMS CALIFORNIA ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Chief Financial Officer
NMS DELAWARE ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Treasurer
XXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
