1
EXHIBIT 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "First
Amendment") is made and entered as of the 15th day of January, 1997 by and
among Cooperative Computing, Inc., a Texas corporation ("Parent"), CCI
Acquisition Corp., a Delaware corporation ("Sub"), and Triad Systems
Corporation, a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Parent, Sub and the Company are parties to an Agreement and Plan
of Merger, dated as of October 17, 1996 (the "Merger Agreement");
WHEREAS, Parent, Sub and the Company wish to amend certain provisions of
the Merger Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. Defined Terms. Terms used herein with their initial letters
capitalized and not otherwise defined herein (including those terms so used and
not defined in the recitals above) shall have the respective meanings given
such terms in the Merger Agreement.
2. Amendment of Section 1.1(b) of the Merger Agreement. The first
sentence of Section 1.1(b) of the Merger Agreement is hereby amended by
deleting each of the two references to "90 calendar days" appearing in clause
(v) of such sentence and replacing each such reference with the following:
"120 calendar days".
3. Amendment of Section 8.1(c) of the Merger Agreement. Section 8.1(c) of
the Merger Agreement is hereby amended by deleting the reference to "February
18, 1997"
2
appearing in such Section and replacing such reference with the
following: "the 45th day following the consummation of the Offer".
4. Amendment of Section 8.1(g) of the Merger Agreement. Section 8.1(g) of
the Merger Agreement is hereby amended by deleting the reference to "the 90th
day" appearing in such Section and replacing such reference with the following:
"the 120th day".
5. Counterparts. This First Amendment may be executed in one or more
counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
2
3
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date and year first above written.
COOPERATIVE COMPUTING, INC.
By: /s/ XXXXXXX XXXX
----------------------------------
Name: Xxxxxxx Xxxx
--------------------------------
Title: Chief Financial Officer
-------------------------------
CCI ACQUISITION CORP.
By: /s/ XXXXXXX X. XXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxx
--------------------------------
Title: Executive Vice President
-------------------------------
TRIAD SYSTEMS CORPORATION
By: /s/ XXXXXXX XXXXXXX
----------------------------------
Name: Xxxxxxx Xxxxxxx
--------------------------------
Title: Vice President Finance and
-------------------------------
Chief Financial Officer
-------------------------------
3
