Amendment No. 1 to Agreement and Plan of Reorganization among Lionbridge Technologies, Diamond Acquisition Corp., and Data Dimensions

Contract Categories: Mergers & Acquisitions › Plan of Reorganization Agreements
Summary

Lionbridge Technologies, Inc., Diamond Acquisition Corp., and Data Dimensions, Inc. have agreed to amend their original Agreement and Plan of Reorganization dated March 8, 2001. This amendment extends certain key dates in the original agreement, changing deadlines from June 30, 2001 and July 16, 2001 to July 31, 2001. All other terms of the original agreement remain unchanged. The amendment is effective upon signing by all parties.

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EX-2.2 3 0003.txt AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION EXHIBIT 2.2 ----------- AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION AMENDMENT NO. 1 dated as of March 16, 2001 by and among Lionbridge Technologies, Inc., a Delaware corporation ("Parent"), Diamond Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and Data Dimensions, Inc., a Delaware corporation ("Diamond"). WHEREAS, Parent, Merger Sub and Diamond are parties to that certain Agreement and Plan of Reorganization dated as of March 8, 2001 (the "Merger Agreement") and desire to amend such Merger Agreement. NOW, THEREFORE, intending to be legally bound, and in consideration of the premises and the agreements herein contained, Parent, Merger Sub and Diamond agree as follows: 1. Effective upon the signing of this Amendment No. 1 by the parties hereto, the first sentence of Section 1.3 of the Merger Agreement shall be amended to replace the date "June 30, 2001" with the date "July 31, 2001." 2. Effective upon the signing of this Amendment No. 1 by the parties hereto, Section 9.3(a) of the Merger Agreement shall be amended to replace the date "June 30, 2001" with the date "July 31, 2001." 3. Effective upon the signing of this Amendment No. 1 by the parties hereto, Section 9.4 of the Merger Agreement shall be amended to replace the date "July 16, 2001" with the date "July 31, 2001." 4. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Merger Agreement. 5. Except as amended hereby, the Merger Agreement shall remain unchanged and in full force and effect. 6. This Amendment No. 1 may be executed in two or more partially or fully executed counterparts each of which will be deemed an original and will bind the signatory, but all of which together will constitute but one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] - 2 - IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the date and year first above written.
LIONBRIDGE TECHNOLOGIES, INC. DATA DIMENSIONS, INC. By: /s/ Stephen J. Lifshatz By: /s/ Peter A. Allen ------------------------------- ------------------------------- Name: /s/ Stephen J. Lifshatz Name: Peter A. Allen ----------------------------- ---------------------------- Title: Senior Vice President, Chief Finanical Title: Chief Executive Officer and President ---------------------------------------- -------------------------------------- Officer and Treasurer ---------------------
DIAMOND ACQUISITION CORP. By: /s/ Stephen J. Lifshatz ---------------------------------- Name: /s/ Stephen J. Lifshatz --------------------------------- Title: Chief Financial Officer and Treasurer --------------------------------------