AGREEMENT AND PLAN OF MERGER
Exhibit 2.2
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made this ____ day of _________, 2011,
by and among MedQuist Holdings Inc., a Delaware corporation (“Holdings”), MedQuist Inc., a New
Jersey corporation (“MedQuist”) and MedQuist Merger Corporation, a New Jersey corporation (“Merger
Subsidiary”).
W I T N E S S E T H:
WHEREAS, it is deemed to be in the best interests of MedQuist and Merger Subsidiary that
Merger Subsidiary be merged with and into MedQuist in accordance with the terms and conditions more
fully set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein,
Holdings, MedQuist, Merger Subsidiary, intending to be legally bound, hereby agree to merge Merger
Subsidiary with and into MedQuist, as follows:
1. Merger. Merger Subsidiary shall be merged with and into MedQuist (the “Merger”) in
accordance with Section 14A:10-5.1 of the New Jersey Business Corporation Act (the “NJ Act”), and
MedQuist shall be the surviving entity (hereinafter sometimes referred to as the “Surviving
Entity”). All appropriate documents necessary to effectuate the Merger shall be filed with the
Department of Treasury of the State of New Jersey as soon as practicable following the satisfaction
or waiver (subject to applicable law) of the conditions precedent set forth in Section 7 of this
Agreement.
2. Certificate of Incorporation. The Certificate of Incorporation of MedQuist, as in
effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Entity and
said Certificate of Incorporation shall continue in full force and effect until amended and changed
in the manner prescribed by the provisions of the NJ Act.
3. By-Laws. The Second Amended and Restated By-Laws of MedQuist, as in effect at the
Effective Time (the “By-Laws”), shall be the By-Laws of the Surviving Entity and the board of
directors of MedQuist immediately prior to the Effective Time shall be the board of directors of
the Surviving Entity (the “Board”), with such duties, rights and obligations as are set forth in
the By-Laws, or as otherwise provided by the NJ Act.
4. Succession. As of the Effective Time (as defined in Section 17), the separate
existence of Merger Subsidiary shall cease and Merger Subsidiary shall be merged with and into
MedQuist. The Surviving Entity shall have all of the rights, privileges, immunities and powers and
be subject to all of the duties and liabilities granted or imposed by the NJ Act. The Surviving
Entity shall also at the Effective Time and thereafter possess all of the rights, privileges,
immunities, powers and franchises, of a public as well as of a private nature, of Merger
Subsidiary; and all property, real, personal and mixed, and all debts due on whatever account and
all other causes of action and all and every other interest of, or belonging to or due
to, Merger
Subsidiary so merged, shall be deemed to be transferred to and vested in the Surviving Entity
without further act or deed; and the title to any real estate, or any interest therein, vested in
the merged Merger Subsidiary shall not revert or in any way be impaired by reason of the Merger.
The Surviving Entity shall, at the Effective Time and thereafter, be responsible and liable for all
of the liabilities and obligations of Merger Subsidiary so merged; any claim existing or action or
proceeding pending by or against Merger Subsidiary may be prosecuted to judgment as if such Merger
had not taken place; and the Surviving Entity may be substituted in the place of Merger Subsidiary.
Neither the rights of the creditors nor any liens upon the property of Merger Subsidiary or
MedQuist shall be impaired by such Merger, but such liens shall be limited to the property upon
which there were liens immediately prior to the Effective Time.
5. Further Assistance. From time to time following the Effective Time, as and when
required by the Surviving Entity or by its successors or assigns, there shall be executed and
delivered on behalf of Merger Subsidiary such deeds and other instruments, and there shall be taken
or caused to be taken by all such further and other action, as shall be appropriate, advisable or
necessary in order to vest, perfect or confirm, or record or otherwise, in the Surviving Entity the
title to and possession of all property interests, assets, rights, privileges, immunities, powers,
franchises and authority of Merger Subsidiary. The Board of the Surviving Entity is fully
authorized in the name and on behalf of MedQuist, or otherwise, to take any and all such action and
to execute and deliver any and all such deeds and other instruments.
6. Conversion of Shares. Each of the shares of common stock of MedQuist issued and
outstanding at the Effective Time, other than those held by Merger Subsidiary, by virtue of the
Merger and without any further action, shall be converted into an equal number of shares of common
stock of Holdings.
7. Cancellation of Shares. Each of the shares of common stock of MedQuist that are
owned by Merger Subsidiary at the Effective Time, by virtue of the Merger and without any further
action, shall be cancelled.
8. Conditions Precedent. The respective obligations of MedQuist and Merger Subsidiary
to effect the Merger are subject to the satisfaction or waiver (subject to applicable law) at or
prior to the Effective Time of each of the following conditions:
a. Injunction. No preliminary or permanent injunction or other order shall have been
issued by any court or by any governmental or regulatory agency, body or authority which prohibits
the consummation of the Merger and the transactions contemplated by this Agreement and which is in
effect at the Effective Time;
b. Statutes. No law or court order shall have been enacted, entered, promulgated or
enforced which prohibits the consummation of the Merger; and
c. Prior Approvals and Consents. All third-party and governmental approvals of and
consents to the Merger shall have been obtained.
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9. Termination. Notwithstanding anything to the contrary contained herein, this
Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time
prior to the Effective Time by the Board of Merger Subsidiary.
10. Notices. All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and shall be deemed to
have been duly given if delivered in person or mailed, certified or registered mail with postage
prepaid, or sent by telex, telegram or telecopier. All such notices, requests, demands, waivers
and communications shall be deemed to have been received on the date of delivery unless if mailed,
in which case on the third business day after the mailing thereof.
11. Entire Agreement. This Agreement and other documents referred to herein or
delivered pursuant hereto collectively contain the entire understanding of the parties hereto with
respect to the subject matter contained herein and supersede all prior and contemporaneous
agreements and understandings, oral and written, with respect thereto.
12. Binding Effect; Benefit; Assignment. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and permitted assigns, but
neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
by any of the parties hereto without the prior written consent of the other parties. Nothing in
this Agreement, expressed or implied, is intended to confer on any person or entity, other than the
parties hereto or their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as contemplated herein.
13. Amendment and Modification. Subject to applicable law, this Agreement may be
amended, modified and supplemented in writing by the parties hereto in any and all respects before
the Effective Time, by action taken by the Board of Merger Subsidiary and the Board of MedQuist
Inc.
14. Headings. The descriptive headings of the several Sections of this Agreement are
inserted for convenience only, do not constitute a part of this Agreement and shall not affect in
any way the meaning or interpretation of this Agreement.
15. Applicable Law. This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of New Jersey.
16. Severability. If any term, provision, covenant or restriction contained in this
Agreement is held by a court of competent jurisdiction or other authority to be invalid, void,
unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants
and restrictions contained in this Agreement shall remain in full force and effect and shall in no
way be affected, impaired or invalidated.
17. Effective Time: The “Effective Time” of the Merger shall be the date of the
filing of the Certificate of Merger in the Office of the Department of the Treasury of the State of
New Jersey.
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SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the parties hereto, have caused this Agreement to be executed as of the
day and year first above written.
| MEDQUIST INC. a New Jersey corporation |
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| By: | ||||
| MEDQUIST MERGER CORPORATION a New Jersey corporation |
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| By: | ||||
| MEDQUIST HOLDINGS INC. a Delaware corporation |
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| By: | ||||
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