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Exhibit
2.6
AMENDMENT NO.
1
to the
AGREEMENT AND PLAN OF
MERGER AND REORGANIZATION
dated as of
September 20, 2007
This AMENDMENT NO. 1
(“ Amendment No. 1 ”) to that certain
Agreement and Plan of Merger and Reorganization (the “
Agreement ”), dated as of April 14, 2007, by and
among Citrix Systems, Inc. (the “ Parent ”), PVA
Acquisition Corporation (the “Merger Sub”), PVA
Acquisition LLC (“ LLC ”), XenSource, Inc. (the
“ Company ”), and John G. Connors, as
stockholder representative, is made as of this 20th day of
September, 2007, by and among Parent, Merger Sub, LLC and the
Company. Unless otherwise defined herein, capitalized terms used
herein shall have the respective meanings set forth in the
Agreement.
WHEREAS , Parent,
Merger Sub and the Company intend to effect a merger (the “
Merger ”) of Merger Sub with and into the Company in
accordance with the Agreement and the General Corporation Law of
the State of Delaware and to the extent applicable the California
General Corporation Law; and
WHEREAS , the parties
to the Agreement wish to amend the Agreement to clarify the
Agreement so that it more clearly sets forth the original intention
of the parties.
NOW, THEREFORE , in
consideration of the foregoing and the mutual promises made herein,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. The Agreement is hereby amended by
adding a new definition to Section 1.1 immediately following
the definition of “Assumed Company Option” as
follows:
“ Assumed Option
Number ” means the result obtained by multiplying
(i) the number of shares of Company Common Stock subject to
the Assumed Company Options by (ii) the Option Exchange
Ratio.
2. The Agreement is hereby amended by
deleting the definition of “Stock Ratio” in
Section 1.1 in
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