Exhibit 2.1
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN
BORON, XxXXXX & ASSOCIATES, INC., a New Jersey corporation
AND
BLA ACQUISITION CORP., a Delaware corporation
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 27, 1996, by and
between Boron, XxXxxx & Associates, Inc., a New Jersey corporation (the
"Company"), and BLA Acquisition Corp., a Delaware corporation (the "Surviving
Corporation").
WITNESSETH:
WHEREAS, the Company is a corporation duly organized and existing under the
laws of the State of New Jersey; and
WHEREAS, the Surviving Corporation is a corporation duly organized and
existing under the laws of the State of Delaware, having been incorporated on
November 22, 1996 pursuant to the filing of a Certificate of Incorporation with
the Secretary of State of Delaware; and
WHEREAS, the Boards of Directors of the parties hereto deem it desirable,
upon the terms and subject to the conditions herein stated, that the Company be
merged with and into the Surviving Corporation and that the Surviving
Corporation be the surviving corporation; and
WHEREAS, the Boards of Directors of the parties hereto have adopted and
approved this Agreement and have resolved to submit this Agreement to the
stockholders of the Company and the Surviving Corporation, having further
resolved that the adoption and approval of this Agreement by such stockholders
is desirable.
NOW, THEREFORE, it is agreed as follows:
Section 1 - Terms
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1.1 At the effective time of the merger (as hereinafter defined), the
Company shall be merged with and into the Surviving Corporation in accordance
with the Delaware General Corporation Law and the General Law of Corporations of
the State of New Jersey, as amended, with the Surviving Corporation remaining in
existence as the surviving corporation.
1.2 As of the effective time of the merger:
(a) The Certificate of Incorporation of the Surviving Corporation
shall remain in effect until further amended in accordance with the terms
thereof.
(b) Each share of Common Stock of the Company then outstanding shall,
by virtue of the merger and without any action on the part of the holder
thereof, be converted into one (1) share of fully paid and non-assessable shares
of Common Stock of the Surviving Corporation.
(c) Each share of the Common Stock of the Surviving Corporation
outstanding prior to the merger shall be canceled.
(d) The Directors of the Surviving Corporation as of the effective
time of the merger shall continue in office as Directors of the Surviving
Corporation until the next annual meeting of stockholders and until their
successors shall have been duly elected and qualified or until their earlier
resignation or removal.
(e) The officers of the Surviving Corporation as of the effective
time of the merger shall continue in office as officers of the Surviving
Corporation until their successors are duly elected and qualified or until their
earlier resignation or removal.
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1.3 Each holder of a stock certificate or certificates representing
outstanding shares of Common Stock of the Company immediately prior to the
effective time of the merger, upon surrender of such certificate or certificates
to the Surviving Corporation after the effective time of the merger, shall be
entitled to receive a stock certificate or certificates representing the same
number of shares of Common Stock of the Surviving Corporation contemplated
hereby. Until so surrendered, each such stock certificate shall, by virtue of
the merger, be deemed for all purposes to evidence ownership of the same number
of shares of the Common Stock of the Surviving Corporation.
Section 2 - Effective Time
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2.1 This Agreement shall be submitted to the stockholders entitled to vote
thereon of each of the Company and the Surviving Corporation as provided by the
applicable laws of the State of Delaware and the State of New Jersey. If this
Agreement is duly adopted by the requisite votes of such stockholders and is not
terminated as contemplated by Section 3, Certificates of Merger, executed in
accordance with the law of the State of Delaware and the law of the State of New
Jersey, shall be filed with the Secretary of State of the State of Delaware and
the Secretary of State of the State of New Jersey. The merger shall become
effective on December 3, 1996 or the completion of both such filings, if later,
herein sometimes referred to as the "effective time of the merger."
Section 3 - Amendment, Termination and Governing Law
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3.1 At any time prior to the filing of the Certificate of Merger with the
Secretary of State of the State of Delaware and the Secretary of State of the
State of New Jersey, this Agreement may be amended by the Boards of Directors of
the Company and the Surviving
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Corporation to the extent permitted by Delaware and New Jersey law
notwithstanding favorable action on the merger by the stockholders of either or
both of the Company or the Surviving Corporation.
3.2 At any time prior to the filing of such Certificate of Merger with
each Secretary of State, this Agreement may be terminated and abandoned by the
Boards of Directors of the Company and the Surviving Corporation,
notwithstanding favorable action on the merger by the stockholders of either or
both of the Company and the Surviving Corporation.
3.3 This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware and the State of New Jersey.
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IN WITNESS WHEREOF, each of the Surviving Corporation and the Company have
caused this Agreement to be executed and its corporate seal affixed as of the
date first above written.
ATTEST: BORON, XxXXXX & ASSOCIATES, INC., a
New Jersey corporation
/s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. XxXxxx
----------------------------- ---------------------------------
Secretary Xxxxxxx X. XxXxxx, President
ATTEST: BLA ACQUISITION CORP., a Delaware
corporation
/s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. XxXxxx
----------------------------- ---------------------------------
Secretary Xxxxxxx X. XxXxxx, President
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