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EXHIBIT 2.2
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of
June 8, 1998, by and among Complete Business Solutions, Inc., a Michigan
corporation ("CBSI"), CBSI Acquisition Corp. III, a Michigan corporation and a
wholly-owned subsidiary of CBSI ("Sub"), CBSI Acquisition Corp. III, an Oregon
corporation and a wholly-owned subsidiary of CBSI ("Sub 2") and Claremont
Technology Group, Inc., an Oregon corporation ("Claremont")
WHEREAS, CBSI, Sub and Claremont entered into that certain Agreement
and Plan of Merger, dated April 8, 1998 (the "Merger Agreement"); and
WHEREAS, CBSI, Sub and Claremont desire to amend the Merger Agreement
in certain respects as provided for in Section 8.4 of the Merger Agreement (as
amended, the "Amended Merger Agreement") and Sub 2 desires to become a party to
the Amended Merger Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Sub 2 shall become a party to the Amended Merger Agreement, and Sub
shall cease to be a party thereto, and every occurrence therein of "CBSI
Acquisition Corp. III" and "Sub" shall be deemed to refer to Sub 2.
2. Section 1.1 shall be amended to read in its entirety as follows:
Section 1.1 EFFECTIVE TIME OF THE MERGER. Subject to the
provisions of this Agreement, Articles of Merger in such form as are
required by the relevant provisions of the Oregon Business Corporation
Act ("OBCA") (the "Articles of Merger") shall be duly prepared,
executed and acknowledged by Sub and Claremont and thereafter delivered
to the Corporation Commissioner of the State of Oregon for filing, as
provided in the OBCA, as soon as practicable on or after the Closing
Date (as defined in Section 1.2). The Merger shall become effective
upon the filing of the Articles of Merger with the State of Oregon or
at such time thereafter as is provided in the Articles of Merger (the
"Effective Time").
3. Except as amended hereby, the Merger Agreement shall remain in full
force and effect.
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EXHIBIT 2.2
IN WITNESS WHEREOF, CBSI, Sub, Sub 2 and Claremont have caused this
Amendment to Merger Agreement to be signed by their respective officers
thereunto duly authorized as of the date first above written.
CLAREMONT TECHNOLOGY GROUP COMPLETE BUSINESS SOLUTIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: Xxxxxxxx X. Xxxxxxxxx
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Title: President, Chief Operating Title: President, Chief Executive
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Officer, Chief Financial Officer
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Officer
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CBSI ACQUISITION CORP. III,
a Michigan corporation
By: Xxxxxxx X. Xxxxxx
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Title: President
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CBSI ACQUISITION CORP. III,
an Oregon corporation
By: Xxxxxxx X. Xxxxxx
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Title: President
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