AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 dated as of October 8, 1996 (this "AMENDMENT") to the
Agreement and Plan of Merger dated as of September 24, 1996 (the "ORIGINAL
AGREEMENT") by and among Oracle Corporation, a Delaware corporation ("PARENT"),
Delphi Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of Parent ("PURCHASER"), and Datalogix International Inc., a New York
corporation (the "COMPANY"). Terms used but not otherwise defined herein are
use herein as defined in the Original Agreement.
RECITALS:
WHEREAS, Parent, Purchaser and the Company entered into the Original
Agreement to provide for the merger of Purchaser with and into the Company such
that upon conservation of the Merger, the Company would be a wholly owned
subsidiary of Parent, and the holders of the Shares of the Company would receive
cash in exchange for their Shares; and
WHEREAS, the parties hereto wish to amend the Original Agreement in certain
respects in accordance with Section 8.2 of the Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the Company, Parent and Purchaser hereby agree as follows:
1. The second parenthetical contained in Section 1.8(a)(2) of the
Original Agreement which currently reads as follows:
"(but in no event later than 14 days after the date hereof)" is amended in
its entirety to read as follows:
"(but in no event later than 16 days after the date hereof)"
2. Section 1.8(f) of the Original Agreement is amended in its entirety to
read as follows:"
(f) Within five days following the date hereof Parent shall provide
to the Company a draft of the information relating to Parent and Purchaser
required to be included in the Proxy Statement and shall update and modify
such information prior to the twelfth day after the date hereof to be
complete and accurate in all material respects."
3. Section 2.1(b) of the Original Agreement is amended in its entirely to
read as follows:
"(b) CANCELLATION OF TREASURY STOCK AND PARENT OWNED STOCK. All
Shares (and the associated Preferred Share Purchase Rights (collectively,
the "RIGHTS") issued pursuant to a Rights Agreement dated as of August 27,
1996 between the Company and The First National Bank of Boston, as Rights
Agent (the "RIGHTS AGREEMENT") that are owned by the Company or any
subsidiary of the Company and any Shares (and associated Rights) owned by
Parent or any subsidiary of Parent shall be canceled and retired and shall
cease to exist and no consideration shall be delivered in exchange
therefor."
2. Section 2.4(a) of the Original Agreement is amended by adding at the
end thereof the following language:
"No fractional share of common stock of Parent shall be issued upon
exercise of any Employee Stock Option, and any and all fractional shares
shall therefore be cancelled."
3. This Amendment may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when two or more counterparts have been signed by each of the parties and
delivered to the other parties.
4. This Amendment and the legal relations between the parties hereto will
be governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to the choice of law principles thereof.
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IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this
Amendment to be signed by their respective officers thereunto duly authorized as
of the date first written above.
ORACLE CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President, Legal
DELPHI ACQUISITION CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President and Secretary
DATALOGIX INTERNATIONAL INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and Acting Chief
Executive Officer
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