Exhibit 2.2
Execution Copy
AMENDMENT NO. 1 TO THE AGREEMENT
AND PLAN OF MERGER
AMENDMENT NO. 1 TO THE AGREEMENT AND
PLAN OF MERGER (this “ Amendment ”), entered
into as of July 30, 2007, by and among the Foundation
Holdings, Inc., a Delaware corporation (“ Parent
”), Foundation Merger Sub Inc., a Delaware corporation and a
direct wholly owned subsidiary of Parent (“ Merger Sub
”), and Ceridian Corporation, a Delaware corporation (the
“ Company ”).
W I T N E S
S E T H :
WHEREAS, Parent, Merger Sub, and the
Company entered into that certain Agreement and Plan of Merger,
dated as of May 30, 2007 (the “ Merger Agreement
”), pursuant to which, subject to the conditions in the
Merger Agreement, Merger Sub will be merged with and into the
Company, with the Company surviving such merger as a wholly owned
subsidiary of Parent; and
WHEREAS, Parent, Merger Sub, and the
Company have agreed to amend the Merger Agreement as provided
herein;
WHEREAS, the Company Shareholder
Approval (as defined in the Merger Agreement) has not yet been
received; and
WHEREAS, Section 8.11 of the
Merger Agreement provides in relevant part that the parties thereto
may amend any provision of the Merger Agreement prior to the
receipt of the Company Shareholder Approval.
NOW, THEREFORE, in consideration of
the foregoing premises and the agreements and conditions contained
herein, for good and valuable consideration, and intending to be
legally bound hereby, Parent, Merger Sub, and the Company agree as
follows:
Section 1. Definitions .
Capitalized terms used but not defined herein shall have the
meanings given to them in the Merger Agreement.
Section 2. Amendments to the
Merger Agreement .
(a) Section 5.3(g) is hereby
amended by deleting the reference to “66 2/3%” therein
and replacing the same with the following:
“40%.”
(b) Section 6.1(d) is hereby
amended by adding the following sentence after the last sentence of
such section:
“Notwithstanding any provision
of this Agreement to the contrary, Parent shall
