Exhibit 2.2
AMENDMENT NO. 1
to the
PLAN OF REORGANIZATION AND AGREEMENT OF MERGER
by and among
SCC ACQUISITION CORP.,
TMS, INC.,
SEQUOIA COMPUTER CORPORATION, and
DANA R. ALLEN
AMENDMENT NO. 1 (the "Amendment") dated as of December 6, 1995 to the Plan
of Reorganization and Agreement of Merger dated as of November 7, 1995 (the
"Agreement"), by and among SCC Acquisition Corp., an Oklahoma corporation
("SAC"), TMS, Inc., an Oklahoma corporation ("TMS"), Sequoia Computer
Corporation, a California corporation ("Sequoia"), and Dana R. Allen ("Seller").
Unless otherwise defined herein, capitalized terms used but not defined herein
shall have the meaning set forth in the Agreement.
WHEREAS, SAC, TMS, Sequoia and Seller desire to amend the Agreement, as
more fully set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereby agree to amend the Agreement as
follows:
1. Section 10.01(b) of the Agreement is hereby amended to read in its
entirety as follows:
"(b) By either SAC or Sequoia, upon written notice to the other,
if the conditions to such party's obligations to consummate the
Merger, in the case of SAC, as provided in Section 8.01, or, in the
case of Sequoia, as provided in Section 8.02, cannot reasonably be
satisfied on or before March 31, 1996, unless the failure of a
condition is the result of the material breach of this Agreement by
the party seeking to terminate."
2. Section 8.01(g) of the Agreement is hereby amended to read in its
entirety as follows:
"(g) SAC shall have received, no later than sixty (60) days from
the date of this Agreement, confirmation of the satisfaction of the
conditions specified in Section 8.02(j); and"
3. Section 8.01(i) of the Agreement is hereby amended to read in its
entirety as follows :
"(i) No later than sixty (60) days following the date of this
Agreement. TMS shall have obtained proxies from Sequoia Shareholders
(other than the Seller) to vote no less than Twenty-Five Thousand
(25,000) shares of Sequoia Common Stock owned by them in favor of the
Merger, subject to the satisfaction of the conditions set forth in
Section 8.02; and"
4. Section 8.02(j) of the Agreement is hereby amended to read in its
entirety as follows:
"(j) No later than sixty (60) days following the date of this
Agreement, Sequoia shall have received an opinion of Counsel to
Sequoia, that the Merger satisfies the requirements of Section 368 of
the Code; and "
5. All references to "Fellers, Snider, Blankenship, Bailey & Tippens,
P.C." in the Agreement are hereby deleted and in place thereof is the
name "Phillips, McFall, McCaffrey, McVay & Murrah, P.C.," having an
address of 12th Floor, 211 N. Robinson, Oklahoma City, Oklahoma
73102.
6. Except as amended hereby, all provisions of the Agreement shall remain
in full force and effect.
7. This Amendment may be executed in two or more counterparts which
together shall constitute a single agreement.
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IN WITNESS THEREOF, the parties have executed this Amendment to the
Agreement as of the date first above written.
SCC ACQUISITION CORP.
By: /s/ Maxwell Steinhardt
---------------------------------
Maxwell Steinhardt, President
ATTEST:
/s/ Deborah D. Mosier
- --------------------------------
Deborah D. Mosier, Secretary
TMS, INC.
By: /s/ Maxwell Steinhardt
---------------------------------
Maxwell Steinhardt, President
ATTEST:
/s/ Deborah D. Mosier
- --------------------------------
Deborah D. Mosier, Assistant Secretary
SEQUOIA COMPUTER
CORPORATION
By: /s/ Dana R. Allen
---------------------------------
Dana R. Allen, President
ATTEST:
/s/ Susan Allen
- --------------------------------
Susan Allen, Secretary
SELLER
_______________________________
Dana R. Allen
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