Agreement and Plan of MergerAgreement and Plan of Merger • August 1st, 2007 • Online Resources Corp • Services-business services, nec
THIS AGREEMENT, dated as of the 26th day of July, 2007, (“Agreement”) by and between, Online Resources Corporation, a corporation organized under the laws of the State of Delaware (“Buyer”), ITS Acquisition Sub, LLC, a wholly owned single member limited liability company of Buyer organized under the laws of the State of Delaware (“BuyerSub”), Internet Transaction Solutions, Inc., a corporation organized under the laws of the State of Delaware (“Company”). (Buyer, BuyerSub and the Company are referred to collectively herein as the “Parties”) contemplates a tax-free merger of the Company with and into BuyerSub in a reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).
