Exhibit 2.1
AGREEMENT OF MERGER
OF
XXXXXXXX ADVISORS, INC.,
a California corporation
XXXXXXXX MANAGEMENT CO., L.P.,
a California limited partnership
and
XXXXXXXX MANAGEMENT CO. 2, L.P.,
a California limited partnership
THIS AGREEMENT OF MERGER is entered into on May __, 2001
between Xxxxxxxx Advisors, Inc., a corporation duly organized and existing under
the laws of the state of California, (herein called the "Surviving
Corporation"), Xxxxxxxx Management Co., L.P., a limited partnership duly
organized and existing under the laws of the state of California (herein called
"Merging LP One") and Xxxxxxxx Management Co. 2, L.P., a limited partnership
duly organized and existing under the laws of the state of California (herein
called "Merging LP Two").
1. Merging LP One and Merging LP Two shall be merged with and
into the Surviving Corporation. The laws of California permit the merger of a
California limited partnership with and into a California business corporation.
2. The separate existences of Merging LP One and Merging LP
Two shall cease upon the effective date of the merger. The Surviving Corporation
shall continue its existence under its present name.
3. The Articles of Incorporation of the Surviving Corporation
upon the effective date of the merger in the State of California shall be the
Articles of Incorporation of said Surviving Corporation and shall continue in
full force and effect until amended and changed in the manner prescribed by the
provisions of the California Corporations Code.
4. The bylaws of the Surviving Corporation upon the effective
date of the merger in the State of California shall be the bylaws of said
Surviving Corporation and shall continue in full force and effect until changed,
altered or amended as therein provided and in the manner prescribed by the
provisions of the California Corporations Code.
5. The directors and officers in office of the Surviving
Corporation upon the effective date of the merger in the State of California
shall continue to be the members of the Board of Directors and the officers of
the Surviving Corporation, all of whom shall hold their directorships and
offices until the election, appointment, and qualification of their respective
successors or until their tenure is otherwise terminated in accordance with the
bylaws of the Surviving Corporation.
6. At the effective time of the merger, the limited
partnership interests of Merging LP One and Merging LP Two shall be converted
into common stock of the Surviving Corporation as follows: every Ten Dollars
($10.00) of Invested Capital, as defined in the respective Limited Partnership
Agreements, shall be converted into one share of common stock of the Surviving
Corporation. The issued shares of the Surviving Corporation shall not be
converted or exchanged in any manner or any consideration be paid therefor, but
each share of the Surviving Corporation which is issued as of the effective date
of the merger in the State of California shall continue to represent one issued
share of the surviving corporation.
7. In the event that the merger herein provided for shall have
been fully authorized in accordance with the provisions of the California
Corporations Code, Merging LP One, Merging LP Two and the Surviving Corporation
hereby agree that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of California, and
that they will cause to be performed all necessary acts therein and elsewhere to
effectuate the merger.
8. The general partners of Merging LP One and Merging LP Two
and the Board of Directors and the proper officers of the Surviving Corporation,
are hereby authorized, empowered and directed to do any and all acts and things,
and to make, execute, deliver, file, and/or record any and all instruments,
papers and documents which shall be or become necessary, proper or convenient to
carry out or put into effect any of the provisions of this Agreement of Merger
or of the merger herein provided for.
Signed on ___________, 2001.
SURVIVING CORPORATION
XXXXXXXX ADVISORS, INC.,
A California Corporation
By:______________________________________
Name: Xxxx X. Xxxxxxxx
Title: President
-2-
MERGING LP ONE
XXXXXXXX MANAGEMENT CO., L.P.,
a California limited partnership
By: Xxxxxxxx Advisors, Inc.,
A California corporation
Its General Partner
By:_____________________________
Name: Xxxx X. Xxxxxxxx
Title: President
MERGING LP TWO
XXXXXXXX MANAGEMENT CO. 2, L.P.,
a California limited partnership
By: Xxxxxxxx Advisors, Inc.,
A California corporation
Its Sole General Partner
By:_____________________________
Name: Xxxx X. Xxxxxxxx
Title: President
-3-
