AGREEMENT AND PLAN OF MERGER by and among TRANSACTION SYSTEMS ARCHITECTS, INC., PARAKEET MERGERSUB CORP., P&H SOLUTIONS, INC. and THE STOCKHOLDERS’ REPRESENTATIVE IDENTIFIED HEREIN August 28, 2006Merger Agreement • September 1st, 2006 • Transaction Systems Architects Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 28, 2006, is by and among Transaction Systems Architects, Inc., a Delaware corporation (“Parent”), Parakeet MergerSub Corp., a Delaware corporation (“MergerCo”), P&H Solutions, Inc., a Delaware corporation (the “Company”) and Shawmut Equity Partners, L.P., as Stockholders’ Representative (the “Stockholders’ Representative”). Certain terms used in this Agreement are defined in Section 1.1 hereof. An index of defined terms used in this Agreement is set forth in Section 1.2 hereof.
