EXHIBIT 2.2
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
This First Amendment to the Agreement and Plan of Merger (the
"Amendment") is entered as of December 8, 1999 by and among Xxxxxxx Xxxxxx
Holdings, Inc., a Pennsylvania corporation ("RKH"), Xxxxxxx Xxxxxx Associates,
Inc., a Pennsylvania corporation and a wholly-owned subsidiary of RKH ("RKA"),
International Holding Company Inc., a Pennsylvania corporation ("IHC") and
Insurance Services, Inc. a Pennsylvania corporation ("ISI"). RKH, RKA, IHC and
ISI are referred to individually herein as a "Party" and collectively herein as
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the "Parties."
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WHEREAS, the Parties entered into an Agreement and Plan of Merger
dated as of November 29, 1999 (the "Merger Agreement") pursuant to which IHC and
ISI will merge with and into RKA, with RKA as the continuing surviving entity
(the "Merger"), in exchange for which the shareholders of IHC and ISI will
receive common stock of RKH in the manner set forth herein;
WHEREAS, the Board of Directors of RKH has approved an Amendment to
the Articles of Incorporation of RKH (the "Amended Articles") pursuant to which
the authorized capital of RKH shall consist of (i) Class A common stock (the
"RKH Class A Common Stock"), (ii) Class B common stock and (iii) preferred
stock, with each class of capital stock of RKH having such relative rights,
interests, preferences and entitlements as set forth in the Amended Articles;
WHEREAS, the Parties desire to amend the Merger Agreement as provided
in this Amendment for the limited purpose of providing that the shareholders of
IHC and ISI will receive Class A Common Stock of RKH (as opposed to common stock
of RKH as originally contemplated by the Merger Agreement);
NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth herein and the Merger Agreement, intending to be legally
bound hereby, the Parties hereto hereby agree to amend the Merger Agreement as
follows:
1. Definition of RKH Common Stock
All references in the Merger Agreement to "common stock of RKH" and "RKH
Common Stock" shall be deleted and inserted in their place shall be inserted the
words "Class A common stock of RKH" and "RKH Class A Common Stock,"
respectively.
2. Section 3.1(d) of the Merger Agreement shall be amended and restated in its
entirety to read as follows:
(d) Capitalization as to RKH and RKA. Each of RKH and RKA represent and
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warrant that all issued and outstanding shares of capital stock of RKH and
RKA have been validly issued and are fully paid and nonassessable.
3. The first sentence in Section 5.1 shall be amended and restated in its
entirety to read as follows:
The obligations of the Parties to consummate the Merger are subject to the
fulfillment of each of the following conditions, any or all of which may be
waived in whole or in part by any of the
Parties, as the case may, to the extent permitted by applicable law,
provided, however, that neither party can waive the condition set forth in
Section 5.1(d), without again submitting the Merger Agreement to the
shareholders of each of IHC and ISI.
4. New Section 5.1(d) shall be added to the Merger Agreement to read as
follows:
(d) No more than twenty-five percent (25%) of the shareholders of IHC and
no more than twenty-five percent (25%) of the shareholders of ISI shall
have exercised dissenters rights as provided in Section 1.7 of the Merger
Agreement.
5. New Section 7.11 shall be added to the Merger Agreement and shall read as
follows:
Section 7.11 Reorganization. This Agreement is intended to be a plan of
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reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code") and each of the Mergers is intended
to be reorganizations within the meaning of Sections 368(a)(1)(A) and
368(a)(2)(D) of the Code.
6. Section 7 of the Merger Agreement (together with this Amendment) shall
apply with equal force and effect to this Amendment as if fully set forth
herein.
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IN WITNESS WHEREOF, this First Amendment to the Agreement and Plan of
Merger has been duly executed and delivered by the duly authorized officers of
the parties hereto on the date first hereinabove written.
INTERNATIONAL HOLDING
COMPANY, INC,
By: /s/ Xxxxxx Xxxx
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Title: Chief Financial Officer
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INSURANCE SERVICES, INC.
By: /s/ Xxxxxx Xxxx
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Title: Chief Financial Officer
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XXXXXXX XXXXXX HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Title: Chief Operating Officer
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XXXXXXX XXXXXX ASSOCIATES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Title: Chief Operating Officer
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[End of Executions]
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