Exhibit 2.2
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT (this "Agreement") dated as of November 7, 1996, by and among US
Order, Inc., a Delaware corporation ("USO"), Colonial Data Technologies Corp.,
a Delaware corporation ("CDT") and InteliData Technologies Corporation, a
Delaware corporation ("InteliData") to the Agreement and Plan of Merger dated
as of August 5, 1996 (the "Agreement and Plan of Merger") between USO and CDT.
WHEREAS, USO and CDT entered into the Agreement and Plan of Merger pursuant
to which USO and CDT shall each be merged with and into Newco in transactions
in which Newco will be the surviving corporation (the "Mergers").
WHEREAS, USO and CDT have formed InteliData for the purpose of entering
into the Agreement and Plan of Merger and which will be the surviving
corporation in the Mergers.
WHEREAS, the Agreement and Plan of Merger contemplates that the parties
shall amend the Agreement and Plan of Merger to add InteliData as a party.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE 1. References. Unless otherwise specifically defined herein, each
term used herein which is defined in the Agreement and Plan of Merger has the
meaning assigned to such term in the Agreement and Plan of Merger. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Agreement and Plan of Merger shall from and
after the effective date of this Agreement refer to the Agreement and Plan of
Merger as amended hereby, except in any instance in the Agreement and Plan of
Merger where any such reference relates to the date of the execution of the
Agreement and Plan of Merger in which instance such reference shall relate to
the unamended Agreement and Plan of Merger.
ARTICLE 2. Amendment of Cover Page. The Cover Page of the Agreement and
Plan of Merger is amended by (i) deleting the term "and" before the term
"Colonial Data Technologies Corp." and (ii) adding the term "and InteliData
Technologies Corporation" after the term "Colonial Data Technologies Corp."
ARTICLE 3. Definition of Preamble. The first paragraph of the preamble to
the Agreement and Plan of Merger is amended by (i) deleting the term "and"
before the term "Colonial Data Technologies Corp." and (ii) adding the term
"and InteliData Technologies Corporation, a Delaware corporation ("Newco")" at
the end of such paragraph.
ARTICLE 4. Amendment of Newco Definition. The definition of "Newco"
contained in Section 1.5 to the Agreement and Plan of Merger is amended to
mean "InteliData Technologies Corporation, a Delaware corporation."
ARTICLE 5. Reference to Newco. The parties hereto agree that each
reference to Newco in the Agreement and Plan of Merger shall be deemed to be a
reference to InteliData.
ARTICLE 6. Obligations of Newco. InteliData agrees to become a party to
the Agreement and Plan of Merger and hereby assumes and agrees to perform any
and all covenants, agreements and obligations contained in the Agreement and
Plan of Merger which are contemplated in the Agreement and Plan of Merger to
be performed by Newco.
ARTICLE 7. Governing Law. This Agreement shall be governed by a construed
in accordance with the laws of the State of Delaware, without regard to the
principles conflicts of law thereof.
ARTICLE 8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but of which
shall constitute one and the same agreement.
ARTICLE 9. Force and Effect. Except as expressly amended hereby, the
Agreement and Plan of Merger shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
US ORDER, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
Xxxx X. Xxxxxx, Xx.
President and Chief Operating Officer
COLONIAL DATA TECHNOLOGIES CORP.
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Chairman of the Board, President
and Chief Executive Officer
INTELIDATA TECHNOLOGIES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
President
