EXHIBIT 2.6
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
This First Amendment ("Amendment") hereby amends effective March 7,
2000 the Agreement and Plan of Merger and Reorganization (the "Plan of Merger"),
dated January 19, 2000, by and among Omega Research, Inc., a Florida corporation
("Omega"), xxxxxxxxxxxxxxxx.xxx corp., a Florida corporation ("Online"), Online
Trading Group, Inc., a Florida corporation("Newco"), Omega Acquisition
Corporation, a Florida corporation and wholly owned subsidiary of Newco ("Omega
Merger Sub"), and Onlinetrading Acquisition Corporation, a Florida corporation
and wholly owned subsidiary of Newco ("Online Merger Sub"). Capitalized terms
not otherwise defined herein shall have the respective meanings set forth in the
Agreement.
WHEREAS, the parties entered into the Agreement on January 19, 2000;
and
WHEREAS, the parties desire to amend the terms of the Agreement to
incorporate the terms herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree that the
Agreement shall be amended as follows:
1. Section 1.4 (a) shall be amended and restated in its entirety
to read as follows:
"(a) At the Effective Time, the Articles of
Incorporation (the "Omega Articles of Incorporation")
of Omega Merger Sub, as in effect immediately prior
to the Effective Time, shall be the Articles of
Incorporation of the Omega Surviving Corporation;
provided, however, that Article I of the Omega
Articles of Incorporation shall be amended to read as
follows: "The name of the corporation is Omega
Research, Inc."
2. Section 1.4 (c) shall be amended and restated in its entirety
to read as follows:
"(c) At the Effective Time, the Articles of
Incorporation (the "Online Articles of
Incorporation") of Online Merger Sub, as in effect
immediately prior to the Effective Time, shall be the
Articles of Incorporation of the Online Surviving
Corporation; provided, however, that Article I of the
Online Articles of Incorporation shall be amended to
read as follows: "The name of the corporation is
XxxxxxXxxxxxx.xxx, Inc."
3. The parties hereto hereby authorize and consent to the filing
of an amendment to the Articles of Incorporation of Newco pursuant to which
Article I of the Articles of Incorporation shall be amended to change the name
of Newco to "XxxxxxXxxxxxx.xxx Group, Inc." and, upon such filing with the
Secretary of State of the State of Florida, all references to "Online Trading
Group, Inc." in the Agreement and any and all other agreements and instruments
entered into between or among the parties hereto in connection therewith shall
be modified to reflect the name change to "XxxxxxXxxxxxx.xxx Group, Inc."
4. Except as otherwise specifically set forth in this Amendment,
the Agreement shall remain in full force and effect in accordance with the terms
thereof. This Amendment shall be governed by and construed in accordance with
the laws of the State of Florida. This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts and all said
counterparts taken together, shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered effective as of the day and year first written
above.
XXXXXXXXXXXXXXXX.XXX CORP. OMEGA RESEARCH, INC.
By: /s/ XXXXXX ZUM XXXXX By: /s/ XXXXX X. XXXX
----------------------------- ----------------------
Name: Xxxxxx zum Xxxxx Name: Xxxxx X. Xxxx
Title: President Title: Co-Chief Executive Officer
ONLINE TRADING GROUP, INC. OMEGA ACQUISITION CORPORATION
By: /s/ XXXXX X. XXXX By: /s/ XXXXX X. XXXX
----------------------------- ---------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Co-Chief Executive Officer Title: Co-Chief Executive Officer
ONLINETRADING ACQUISITION CORPORATION
By: /s/ XXXXX X. XXXX
-----------------------------
Name: Xxxxx X. Xxxx
Title: Co-Chief Executive Officer
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