EXHIBIT 2.1
AMENDMENT TO COMBINATION AGREEMENT
This Amendment to the Combination Agreement (the "AMENDMENT") is made this
30th day of May, 2002, by and between divine, inc., a corporation organized and
existing under the laws of Delaware (the "PARENT"), and Delano Technology
Corporation, a corporation organized and existing under the laws of Ontario (the
"COMPANY"). All capitalized terms not defined herein shall have the meaning
ascribed to them in that certain Combination Agreement, made and entered into as
of March 12, 2002, by and between the parties hereto (the "COMBINATION
AGREEMENT").
WHEREAS, pursuant to Section 8.1(b) of the Combination Agreement, the
Combination Agreement may be terminated if the Arrangement shall not have been
consummated by June 30, 2002, unless automatically extended to July 31, 2002, as
provided therein.
WHEREAS, the parties wish to amend the Combination Agreement to extend the
automatic termination and extension dates therein.
NOW, THEREFORE, with reference to the foregoing facts and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Section 8.1(b) of the Combination Agreement shall be deleted and
replaced in its entirety by the following:
(b) by either Company or Parent, if the Arrangement shall not have been
consummated by August 15, 2002, for any reason (the "TERMINATION Date");
provided, however, that (A) if the failure to obtain any approval, waiver or
consent from any Governmental Entity necessary for the consummation of, or in
connection with, the Arrangement or the transactions contemplated hereby has
been the cause of, or resulted in the failure of the Effective Time to occur on
or before such date, then the Termination Date shall be automatically extended
to September 16, 2002, and (B) the right to terminate this Agreement under this
Section 8.1(b) shall not be available to any party whose action or failure to
act has been a principal cause of or resulted in the failure of the Arrangement
to occur on or before such date (or the extension thereof, if applicable) and
such action or failure to act constitutes a breach of this Agreement;
2. This Amendment may be executed in counterparts, each of which shall be
deemed an original but together shall constitute one and the same instrument.
3. Except as otherwise set forth in this Amendment, all other terms and
conditions of the Combination Agreement shall remain the same and in full force
and effect.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;
THE SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized respective officers as of the date first
written above.
PARENT:
DIVINE, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
COMPANY:
DELANO TECHNOLOGY CORPORATION
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President,
Legal & General Counsel
[Signature Page to Amendment to Combination Agreement]
