EXHIBIT 10.22
Second Amendment to the Agreement and
Plan of Merger by and Among Halis, Inc.,
HealthWatch Merger Sub, Inc. and HealthWatch, Inc.
dated as of January 31, 2001
SECOND AMENDMENT TO THE
AGREEMENT AND PLAN OF MERGER BY AND AMONG, HALIS, INC.,
HEALTHWATCH MERGER SUB, INC. AND HEALTHWATCH, INC.
This SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG,
HALIS, INC., HEALTHWATCH MERGER SUB, INC. AND HEALTHWATCH, INC. ("Amendment"),
dated as of January 31, 2001 is made and entered into by and among (i) Halis,
Inc. ("Halis"), a Georgia corporation, (ii) HealthWatch Merger Sub, Inc.("Merger
Sub"), a Georgia Corporation and (iii) HealthWatch, Inc. ("HealthWatch"), a
Minnesota corporation.
WHEREAS, Halis, Merger Sub and HealthWatch have entered into that certain
Agreement and Plan of Merger dated as of June 29, 2000, as amended by the
parties on September 29, 2000 (the "Agreement"), in which HealthWatch will
acquire Halis upon the merger of Halis with and into Merger Sub, a wholly-owned
subsidiary of HealthWatch, upon the terms and conditions included in the
Agreement; and
WHEREAS, the parties desire to extend the date provided in Section 7.1(b)
and Section 5.1(d) of the Agreement to allow the additional time required to
satisfy the conditions to closing the merger.
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, the parties, intending to be legally bound, do
hereby agree as follows:
1. Section 7.1(b) of the Agreement shall be deleted in its entirety and
replaced with the following:
"(b) by either the Board of Directors of Halis or the Board of Directors of
HealthWatch: (i) if the Merger shall not have been consummated by March 31,
2001, unless such termination right has been expressly restricted in
writing by the Board of Directors of Halis or HealthWatch, as the case may
be; provided, however, that the right to terminate this Agreement pursuant
to this Section 7.1(b)(i) shall not be available to any party whose failure
to perform any of its obligations under this Agreement results in the
failure of the Merger to be consummated by such time; (ii) if the
HealthWatch Stockholder Approval shall not have been obtained at a
HealthWatch Stockholders' Meeting duly convened therefor or at any
adjournment or postponement thereof; (iii) if the Halis Stockholder
Approval shall not have been obtained at a Halis Stockholders' Meeting duly
convened therefor or at any adjournment or postponement thereof; (iv) if
any Restraint having any of the effects set forth in Section 6.1(d) shall
be in effect and shall have become final and nonappealable, or if any
Governmental Entity that must grant a Requisite Regulatory Approval has
denied approval of the Merger and such denial has become final and
nonappealable; provided, that the party seeking to terminate this Agreement
pursuant to this Section 7.1(b)(iv) shall have used commercially reasonable
efforts to prevent the entry of and to remove such Restraint or to obtain
such Requisite Regulatory Approval, as the case may be; or (v) if the
financial advisor opinion required by Section 6.1(g) or (h) is not received
because the advisor indicates that it does not deem the transaction fair as
stated in such Sections."
2. Section 5.1(d) of the Agreement shall be deleted in its entirety and
replaced with the following:
"(d) Halis and HealthWatch will use commercially reasonable efforts to hold
the HealthWatch Stockholders' Meeting and the Halis Stockholders' Meeting
on the same date and as soon as reasonably practicable after the date
hereof, but not later than March 31, 2001."
3. Except as modified by this Amendment, all terms and conditions of the
Agreement are hereby reaffirmed.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
effective date mentioned above.
HALIS, INC.
By: /s/ Xxxx Xxxxxxxxx
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Its: Member of Board of Directors
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Attest: /s/ Xxxxxxx Xxx
---------------------------------
Its: Asst. Secretary
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[CORPORATE SEAL]
HEALTHWATCH, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Its: Chief Financial Officer
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Attest: /s/ Xxxxxxx Xxx
---------------------------------
Its: Asst. Secretary
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[CORPORATE SEAL]
HEALTHWATCH MERGER SUB, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Its: President
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Attest: /s/ Xxxxxxx Xxx
---------------------------------
Its: Asst. Secretary
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[CORPORATE SEAL]
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