Exhibit 2.4
AMENDMENT TO MERGER AGREEMENT
THIS AMENDMENT, is entered into as of this 14th day of January, 1999, among
Xxxxxxx Research, Inc., a Georgia corporation ("Xxxxxxx"), Realty Information
Group, Inc. ("RIGINC"), Xxxxx X. Xxxxxxx XX and Xxxxxx Xxxx Xxxxxxx (the
"Stockholders"), and Xxxxxxx Acquisition Corp., a Georgia corporation and a
wholly owned subsidiary of RIGINC ("Merger Sub").
W I T N E S S E T H:
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WHEREAS, Xxxxxxx, RIGINC and the Stockholders entered into that certain
Agreement and Plan of Merger, dated January 6, 1999 (the "Plan");
WHEREAS, the parties desire to amend the Plan to add Merger Sub as a party
thereto and to make certain other modifications as set forth below;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Merger Sub hereby agrees to the provisions of the Plan, and agrees
to be bound by all the obligations of Merger Sub under the Plan as if an
original party thereto.
2. Section 1.1(c) of the Plan is amended by adding at the end thereof
the following:
At the Effective Time, the articles of incorporation of the Merger Sub shall be
amended to change the name of the Surviving Corporation to Xxxxxxx Research,
Inc.
3. Section 5.9(a) of the Plan is amended by deleting the second and
third sentences thereof and replacing them with the following:
Upon the expiration of eighteen (18) months from the Closing Date, the
Stockholders, the Church and Evemy may offer, sell, contract to sell, pledge or
otherwise dispose of no more than fifty percent (50%) of the RIGINC Stock
received by each hereunder. Upon the earlier to occur of the "Conversion" and
the "Delayed Release Date," the Stockholders, Evemy and the Church may sell,
pledge or otherwise dispose of their remaining fifty percent (50%) of the RIGINC
Stock received at the Closing.
4. Except as expressly provided herein, the Plan shall remain in full
force and effect. The validity and effect of this Amendment shall be governed
by and construed in accordance with the laws of the State of Delaware, without
regard to conflicts of laws principles.
IN WITNESS WHEREOF, the undersigned have executed or caused this Amendment
to be executed as of the day and year first above written.
XXXXXXX RESEARCH, INC.
By: /s/ Xxxxx X. Xxxxxxx XX
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Xxxxx X. Xxxxxxx XX, Chairman and
Vice President
REALTY INFORMATION GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
/s/ Xxxxx X. Xxxxxxx XX
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Xxxxx X. Xxxxxxx XX
/s/ Xxxxxx Xxxx Xxxxxxx
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Xxxxxx Xxxx Xxxxxxx
XXXXXXX ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxxx XX
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Xxxxx X. Xxxxxxx XX, President
