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EXHIBIT NO. 2.3
AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER
AMENDMENT NO. 1 (this "Amendment") dated as of April 6, 2001 to the
AGREEMENT AND PLAN OF MERGER dated as of February 9, 2001 (the "AGREEMENT AND
PLAN OF MERGER"), is made by and among The BISYS Group, Inc., a Delaware
corporation ("PARENT"), Boston Institutional Group, Inc., a Delaware corporation
(the "COMPANY"), and the holders of Class A Common Stock of Boston Institutional
Group, Inc. identified on the signature pages hereto.
WHEREAS, the parties hereto have executed and delivered the Agreement
and Plan of Merger; and
WHEREAS, the parties hereto desire to amend the Agreement and Plan of
Merger in certain respects as hereinafter set forth in this Amendment;
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth herein, intending to be legally bound hereby,
the parties hereto hereby agree as follows:
1. The first sentence of the definition of "NET EQUITY ADJUSTMENT" in
Section 2.1 of the Agreement and Plan of Merger is hereby amended to read in its
entirety as follows:
"NET EQUITY ADJUSTMENT" means the amount, if any, by which the
total stockholders' equity of the Company as set forth in the
Balance Sheet (hereinafter defined) is less than $6,075,000.
2. The first sentence of Section 3.5 of the Agreement and Plan of
Merger is hereby amended to read in its entirety as follows:
The Parent has been furnished with each of the following: (a)
the audited consolidated balance sheets of the Company and its
Subsidiaries as of December 31, 1997, December 31, 1998,
December 31, 1999 and December 31, 2000 and the related
statements of earnings and shareholders equity and cash flows
for the fiscal years then ended, accompanied by the notes
thereto and the report thereon of the Company's independent
certified public accountant (collectively, the "AUDITED
FINANCIALS" and, together with the Interim Financials (as
defined in clause (b) below), the "FINANCIAL STATEMENTS"); and
(b) the unaudited consolidated balance sheet (the "BALANCE
SHEET") of the Company and its Subsidiaries as of March 31,
2001 (the "BALANCE SHEET DATE") and related unaudited
consolidated statements of earnings and cash
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flows for the three month period then ended (collectively, the
"Interim Financials").
3. Section 3.16 of the Agreement and Plan of Merger is hereby amended
to replace each reference therein to "the Company's Estimated and Final Balance
Sheet" to "the Balance Sheet."
4. Section 6.7 of the Agreement and Plan of Merger is hereby deleted in
its entirety.
5. Except as amended hereby, the Agreement and Plan of Merger shall
remain in full force and effect on and after the date hereof, and all references
in the Agreement and Plan of Merger to the "AGREEMENT" shall be references to
the Agreement and Plan of Merger as amended hereby.
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IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment (or caused this Amendment to be executed on its behalf by its officer
or representative thereunto duly authorized) under seal as of the date first
above written.
THE BISYS GROUP, INC.
By: /s/ Xxxx Xxxxxx
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Title: Chairman and CEO
BOSTON INSTITUTIONAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxx
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Title: Chairman of the Board
and President
STOCKHOLDERS
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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