EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
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This AGREEMENT AND PLAN OF MERGER (this "Agreement"), executed as of the
16th day of June, 1999, by and between Law Office Information Systems, Inc., an
Arkansas corporation ("XXXX (Arkansas)"), and Xxxxxxx.xxx, Inc., a Delaware
corporation ("Xxxxxxx.xxx");
W I T N E S S E T H:
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WHEREAS, Xxxxxxx.xxx is a wholly-owned subsidiary of XXXX (Arkansas); and
WHEREAS, it is in the best interests of XXXX (Arkansas) and Xxxxxxx.xxx
that XXXX (Arkansas) be merged with and into Xxxxxxx.xxx in accordance with the
laws of the State of Arkansas and the laws of the State of Delaware;
NOW, THEREFORE, in consideration of the premises, mutual covenants,
conditions, terms and provisions set forth in this Agreement, XXXX (Arkansas)
and Xxxxxxx.xxx do hereby agree as follows:
ARTICLE I
MERGER OF XXXX (Arkansas)
WITH AND INTO XXXXXXX.XXX
XXXX (Arkansas) will be merged with and into Xxxxxxx.xxx in accordance
with, as applicable, Section 4-27-1101 of the Arkansas Business Corporation Act
and Section 252 of the Delaware General Corporation Law, with the effective date
(the "Effective Date") of such merger (the "Merger") to be 10:00 a.m. central
standard time on June 16, 1999. Xxxxxxx.xxx will be the surviving corporation
in the Merger (the "Surviving Corporation," whenever reference is made to it as
of the Effective Date or thereafter), and will continue both (i) to use its
present corporate name and (ii) to be governed by and incorporated in accordance
with the laws of the State of Delaware.
ARTICLE II
EFFECT OF MERGER
The Merger shall in all respects have the effects provided for in Section
4-27-1106 of the Arkansas Business Corporation Act and Section 259 of the
General Corporation Law of the State of Delaware, with all rights and
obligations of XXXX (Arkansas) being allocated to the Surviving Corporation.
Without limiting the generality of the foregoing, in addition to the effects
hereinafter set forth, on the Effective Date, the separate existence of XXXX
(Arkansas) will cease and the Surviving Corporation (the separate corporate
existence and corporate name of which shall continue unimpaired by the Merger)
will immediately (i) succeed, without other transfer, to all of the assets,
properties, rights and claims of XXXX (Arkansas) and (ii) be subject to all of
the debts, duties, obligations and liabilities of XXXX (Arkansas) in the same
manner and to the same extent as if such had been incurred by the Surviving
Corporation itself. Neither the rights of creditors with respect
to XXXX (Arkansas) nor any liens upon the assets or properties of XXXX
(Arkansas) will be impaired
by the Merger. Any lawsuit, proceeding or claim pending or existing by or
against XXXX (Arkansas) may be prosecuted or continued as if the Merger had not
occurred or, alternatively, the Surviving Corporation may be substituted for
XXXX (Arkansas) with respect to any such lawsuit, proceeding or claim.
ARTICLE III
TREATMENT OF SHARES
On the Effective Date:
(i) Each share of common stock, par value $.001 per share, of XXXX
(Arkansas) (the "XXXX (Arkansas) Common Stock") that is issued and
outstanding immediately prior to the Effective Date shall by virtue of the
Merger be changed and converted into one fully paid and nonassessable share
of Xxxxxxx.xxx common stock, par value $.001 per share (the "Xxxxxxx.xxx
Common Stock");
(ii) Each share of Series A Convertible Preferred Stock, par value
$.001 per share, of XXXX (Arkansas) (the "XXXX (Arkansas) Series A
Preferred Stock") that is issued and outstanding immediately prior to the
Effective Date shall by virtue of the Merger be changed and converted into
one fully paid and nonassessable share of Xxxxxxx.xxx Series A Convertible
Preferred Stock, par value $.001 per share (the "Xxxxxxx.xxx Series A
Preferred Stock");
(iii) Each share of Series B Redeemable Preferred Stock, par value
$.001 per share, of XXXX (Arkansas) (the "XXXX (Arkansas) Series B
Preferred Stock") that is issued and outstanding immediately prior to the
Effective Date shall by virtue of the Merger be changed and converted into
one fully paid and nonassessable share of Xxxxxxx.xxx Series B Redeemable
Preferred Stock, par value $.001 per share (the "Xxxxxxx.xxx Series B
Preferred Stock");
(iv) Each share of Series C Convertible Preferred Stock, par value
$.001 per share, of XXXX (Arkansas) (the "XXXX (Arkansas) Series C
Preferred Stock") that is issued and outstanding immediately prior to the
Effective Date shall by virtue of the Merger be changed and converted into
one fully paid and nonassessable share of Xxxxxxx.xxx Series C Convertible
Preferred Stock, par value $.001 per share (the "Xxxxxxx.xxx Series C
Preferred Stock");
(v) Each stock option and warrant to purchase XXXX (Arkansas) Common
Stock that is outstanding immediately prior to the Effective Date shall by
virtue of the Merger be changed and converted into an option or warrant, as
the case may be, to purchase the same number of shares of Xxxxxxx.xxx
Common Stock at the same exercise price and on the same terms and
conditions as in effect at such time; and
(vi) Each share of Xxxxxxx.xxx Common Stock issued and outstanding
immediately prior to the Effective Date shall be canceled and retired and
shall cease to exist.
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ARTICLE IV
CORPORATE AUTHORIZATION
This Agreement and the Merger shall be authorized by XXXX (Arkansas) and
Xxxxxxx.xxx as provided by the applicable laws of the State of Arkansas and the
State of Delaware. If this Agreement is duly authorized and adopted by such
corporations, this Agreement shall be executed, filed and recorded in accordance
with the laws of the State of Arkansas and the State of Delaware as soon as
practicable.
ARTICLE V
CERTIFICATE OF INCORPORATION
The Certificate of Incorporation of Xxxxxxx.xxx as in effect immediately
prior to the Effective Date shall be and continue to be the Certificate of
Incorporation of the Surviving Corporation.
ARTICLE VI
BYLAWS, OFFICERS AND DIRECTORS
The Bylaws of Xxxxxxx.xxx, as existing immediately prior to the Effective
Date, shall continue in full force and effect as the Bylaws of the Surviving
Corporation, until such Bylaws are thereafter modified, amended or repealed in
accordance with the laws of the State of Delaware and the applicable provisions
of such Bylaws. The officers and directors of Xxxxxxx.xxx immediately prior to
the Effective Date shall continue after the Merger to serve as the officers and
directors of the Surviving Corporation, until such time as the successor of each
such officer or director is chosen and qualified or until his or her earlier
death, resignation, retirement, disqualification or removal from office.
ARTICLE VII
SERVICE OF PROCESS
The Surviving Corporation may be served with process in the State of
Arkansas in any proceeding for enforcement of any obligation of XXXX (Arkansas),
as well as for enforcement of any obligation of the Surviving Corporation
arising from the Merger, and in any proceeding for the enforcement of the rights
of dissenting shareholders of XXXX (Arkansas) and it does hereby irrevocably
appoint the Secretary of State of Arkansas as its agent to accept service of
process in any such suit or other proceeding. Copies of such process shall also
be mailed to: Xxxxxxx.xxx, Inc., 000 Xxxxx 00/xx/ Xxxxxx, Xxx Xxxxx, Xxxxxxxx
00000, Attention: President, and to Xxxxxxxx & Knight, A Professional
Corporation, 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, Attention:
Xxxx X. Xxxx.
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ARTICLE VIII
DISSENTING SHAREHOLDERS
The Surviving Corporation will promptly pay to any dissenting shareholders
of XXXX (Arkansas) the amount, if any, to which they shall be entitled under
Section 4-27-1301 et seq. of the Arkansas Business Corporation Act with respect
to the rights of dissenting shareholders.
ARTICLE IX
ABANDONMENT
At any time prior to the Effective Date of the Merger, this Agreement may
be terminated and abandoned by the Board of Directors of either of the
constituent corporations to this Agreement, notwithstanding favorable action on
the Merger by the shareholders of both or either of such constituent
corporations.
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IN WITNESS WHEREOF, XXXX (Arkansas) and Xxxxxxx.xxx have caused this
Agreement to be executed as of the date first above written.
LAW OFFICE INFORMATION SYSTEMS, INC.,
an Arkansas corporation
By: /s/ Xxxx X. Xxxxxx
__________________________________
Xxxx X. Xxxxxx
Chief Executive Officer
XXXXXXX.XXX, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxx
___________________________________
Xxxx X. Xxxxxx
Chief Executive Officer
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