Agreement and Plan of Merger (August 1st, 2007)
THIS AGREEMENT, dated as of the 26th day of July, 2007, (Agreement) by and between, Online Resources Corporation, a corporation organized under the laws of the State of Delaware (Buyer), ITS Acquisition Sub, LLC, a wholly owned single member limited liability company of Buyer organized under the laws of the State of Delaware (BuyerSub), Internet Transaction Solutions, Inc., a corporation organized under the laws of the State of Delaware (Company). (Buyer, BuyerSub and the Company are referred to collectively herein as the Parties) contemplates a tax-free merger of the Company with and into BuyerSub in a reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the Code).
Senior Secured Floating Rate Note Due 2011 (July 3rd, 2006)
This Note is one of a series of Senior Secured Notes (herein called the Notes) issued pursuant to the Credit Agreement dated as of July 3, 2006 (as from time to time amended, the Credit Agreement), among the Company, the respective Lenders named therein and Obsidian, LLC as Agent for the Lenders and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have agreed to the confidentiality provisions set forth in Section 21 of the Credit Agreement.
First Amendment to Rights Agreement Between Online Resources Corporation and American Stock Transfer & Trust Company (June 16th, 2003)
This First Amendment to Rights Agreement (the Amendment) is made as of this day of June, 2003 by and between Online Resources Corporation, a Delaware corporation (the Company), and American Stock Transfer & Trust Company as rights agent (the Rights Agent). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement (as defined below).