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EXHIBIT 2.1
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (this "Agreement") is entered into as of this ____
day of _________, 1998, between LK Global Holdings Corporation, a Delaware
corporation ("LK Global"), AremisSoft Corporation, a Nevada corporation
("AremisSoft-Nevada") and AremisSoft Corporation, a Delaware corporation
("AremisSoft-Delaware"). (LK Global, AremisSoft-Nevada and AremisSoft-Delaware
are hereinafter collectively referred to as the "Constituent Corporations").
WHEREAS, LK Global is a wholly-owned subsidiary of AremisSoft-Delaware; and
WHEREAS, the respective Boards of Directors of the Constituent Corporations
have determined that, for the purpose of effecting the reincorporation of
AremisSoft-Nevada in the State of Delaware, it is advisable and to the advantage
of the corporations to utilize a holding company corporate structure; and
WHEREAS, in connection therewith and to facilitate the reincorporation,
AremisSoft-Nevada will merge with and into LK Global and the stockholders of
AremisSoft-Nevada will become stockholders of AremisSoft-Delaware (the "Merger")
and upon the effectiveness of the Merger, provided herein, the legal existence
of AremisSoft-Nevada as a separate corporation will cease and LK Global will
become a wholly-owned subsidiary of AremisSoft-Delaware.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
MERGER
1.1. THE MERGER. In accordance with the provisions of this Agreement and
the Delaware General Corporation Law (the "Corporation Law"), on the date on
which this Agreement and the properly executed officers' certificates of each
Constituent Corporation or when the properly executed certificate of merger is
filed and accepted by the Delaware Secretary of State as required by Section 252
of the Corporation Law (the "Effective Date" or "Effective Time"),
AremisSoft-Nevada shall be merged with and into LK Global, in the manner of and
as more fully set forth in Sections 251 through 264 of the Corporation Law (the
"Merger"), the separate existence of AremisSoft-Nevada shall cease and LK Global
shall continue as the surviving corporation (the "Surviving Corporation") under
its present corporate name and as a wholly owned subsidiary of
AremisSoft-Delaware.
1.2. THE SURVIVING CORPORATION. On the Effective Date, the Surviving
Corporation shall succeed AremisSoft-Nevada, without other transfer, to all the
rights and property of AremisSoft-Nevada and shall be subject to all the debts,
obligations and liabilities of AremisSoft-Nevada in the
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same manner as if the Surviving Corporation had itself incurred them; all rights
of creditors and all liens upon the property of each of the Constituent
Corporations shall be preserved unimpaired.
ARTICLE II
CONVERSION AND EXCHANGE OF SHARES
2.1. STOCK OF AREMISSOFT-NEVADA. Upon the Effective Date, by virtue of the
Merger and without any action on the part of the holder thereof, each share of
AremisSoft-Nevada Common Stock outstanding immediately prior thereto shall be
changed and converted automatically into one fully paid and nonassessable share
of AremisSoft-Delaware Common Stock.
2.2. STOCK CERTIFICATES. On and after the Effective Date, all of the
outstanding certificates which prior to that time represented shares of
AremisSoft-Nevada shall be deemed for all purposes to evidence ownership of and
to represent shares of AremisSoft-Delaware into which the shares of
AremisSoft-Nevada represented by such certificates have been converted as herein
provided. The registered owner on the books and records of AremisSoft-Nevada or
its transfer agent of any such outstanding stock certificate shall have and
shall be entitled, until such certificate shall have been surrendered for
transfer or otherwise accounted for to AremisSoft-Delaware or its transfer
agent, to exercise any voting or other rights with respect to and receive any
dividend or other distributions upon the shares of AremisSoft-Delaware evidenced
by such outstanding certificate as provided above.
2.3. OPTIONS AND WARRANTS. Each option or warrant to purchase three shares
of AremisSoft-Nevada Common Stock granted under AremisSoft-Nevada Stock Option
Plan, or otherwise, which is outstanding on the Effective Date, shall, by virtue
of the Merger and without any action on the part of the holder thereof, be
converted into and become an option or warrant, as the case may be, to purchase
two shares of AremisSoft-Delaware Common Stock at an exercise price per share
adjusted three for two to reflect the exchange ratio provided for herein, and
except for the exercise price, upon the same terms and subject to the same
conditions as set forth in the AremisSoft-Nevada Stock Option Plan or warrant
agreement, as the case may be, under which such options or warrants were
granted, as in effect on the Effective Date. As of the Effective Date, the
AremisSoft-Nevada Stock Option Plan shall become the AremisSoft-Delaware Stock
Option Plan and all obligations of AremisSoft-Nevada under the AremisSoft-Nevada
Stock Option Plan shall be assumed by AremisSoft-Delaware including all
outstanding options granted pursuant to the Stock Option Plan. Upon approval of
this Merger Agreement by stockholders of AremisSoft-Nevada and
AremisSoft-Delaware, the stockholders of AremisSoft-Nevada and
AremisSoft-Delaware shall be deemed to have adopted and approved the assumption
of the AremisSoft-Nevada Stock Option Plan by AremisSoft-Delaware under the same
terms and conditions that the AremisSoft-Nevada Stock Option Plan was previously
adopted and approved by stockholders of AremisSoft-Nevada, as amended.
2.4. OTHER EMPLOYEE BENEFIT PLANS. Upon the Effective Date, the
obligations of AremisSoft-Nevada under or with respect to every plan, trust,
program and benefit then in effect or
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administered by AremisSoft-Nevada on behalf or for the benefit of the officers
and employees of AremisSoft-Nevada, including plans, trusts, programs and
benefits administered by AremisSoft-Nevada in which subsidiaries of
AremisSoft-Nevada, their officers and employees currently are permitted to
participate (the "Employee Benefit Plans"), shall become the lawful obligations
of AremisSoft-Delaware and shall be implemented and administered in the same
manner and without interruption until the same are amended or otherwise lawfully
altered or terminated.
2.5. NO FRACTIONAL SHARES TO BE ISSUED. No fractional shares shall be
issued as a result of the exchange of AremisSoft-Nevada shares for
AremisSoft-Delaware shares. Instead, AremisSoft-Delaware shall issue scrip or
warrants pursuant to Section 155 of the Corporation Law entitling the holder to
receive a full share upon the surrender of such scrip or warrant aggregating a
full share. In calculating the amount of scrip or warrants to be issued to a
stockholder, all shares owned by the same stockholder shall be aggregated and
the fractional amount of a share to be covered by such scrip or warrant shall be
calculated by applying the exchange ratio provided for herein to each
stockholder's entire share ownership.
ARTICLE III
THE SURVIVING CORPORATION
3.1. CORPORATE DOCUMENTS. The Certificate of Incorporation of LK Global, as
in effect on the Effective Date, shall continue to be the Certificate of
Incorporation of LK Global as the surviving corporation without change or
amendment until further amended in accordance with the provisions thereof and
applicable law. The Bylaws of LK Global, as in effect on the Effective Date,
shall continue to be the Bylaws of LK Global as the surviving corporation
without change or amendment until further amended in accordance with the
provisions thereof and applicable law. The Certificate of Incorporation and
Bylaws of AremisSoft-Delaware, as in effect on the Effective Date, shall
continue in force and effect without change or amendment until further amended
in accordance with the provisions thereof and applicable law.
3.2. DIRECTORS AND OFFICERS. The directors and officers of
AremisSoft-Nevada on the Effective Date shall be and become directors and
officers, holding the same titles and positions, of LK Global on the Effective
Date, and after the Effective Date shall serve in accordance with the Bylaws of
LK Global.
3.3. FURTHER ASSURANCES. From time to time, as and when required by LK
Global or by its successors and assigns, there shall be executed and delivered
on behalf of AremisSoft-Nevada such deeds and other instruments, and there shall
be taken or caused to be taken by it such further and other action, as shall be
appropriate or necessary in order to vest or perfect in or to confer of record
or otherwise in LK Global the title to and possession of all the property
interests, assets, rights, privileges, immunities, powers, franchises and
authority of AremisSoft-Nevada, and otherwise to carry out the purposes and
intent of this Merger Agreement, and the officers and directors of LK Global are
fully authorized in the name and on behalf of AremisSoft-Nevada or otherwise to
take any
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and all such actions and to execute and deliver any and all such deeds and other
instruments.
3.4. PLAN OF REORGANIZATION. This Merger Agreement constitutes a plan of
reorganization to be carried out in the manner, on the terms, and subject to the
conditions herein set forth.
3.5. RIGHTS AND DUTIES OF AREMISSOFT-NEVADA. On the Effective Date, for all
purposes, the separate existence of AremisSoft-Nevada shall cease and shall be
merged with and into LK Global. LK Global, as the surviving corporation, shall
continue and all property (real, personal and mixed), all debts due on whatever
account, all choses in action, and all and every other interest of or belonging
to or due to AremisSoft-Nevada; and the title to any real estate, or any
interest therein, vested in AremisSoft-Nevada shall not revert or be in any way
impaired by reason of such Merger; and LK Global shall continue to be
responsible and liable for all of its liabilities and obligations and any claim
existing, or action or proceeding pending, by or against AremisSoft-Nevada. If
at any time LK Global shall consider or be advised that any assignment or
assurances in law or any other actions are necessary or desirable to vest the
title of any property or rights of AremisSoft-Nevada in LK Global according to
the terms hereof, the officers and directors of LK Global are empowered to
execute and make all such property assignments and assurances and do any and all
other things necessary or proper to vest title to such property or other rights
in LK Global, and otherwise to carry out the purposes of this Merger Agreement.
ARTICLE IV
MISCELLANEOUS
4.1. AMENDMENT. Prior to stockholder approval, this Merger Agreement may
be amended in any manner as may be determined in the judgment of the respective
Boards of Directors of AremisSoft-Delaware, AremisSoft-Nevada and LK Global.
After shareholder approval, this Merger Agreement may be amended in any manner
(except that Section 2.1 and any of the other principal terms may not be amended
without the approval of the stockholders of AremisSoft-Nevada) as may be
determined in the judgment of the respective Boards of Directors of
AremisSoft-Delaware, AremisSoft-Nevada and LK Global to be necessary, desirable
or expedient in order to clarify the intention of the parties hereto or to
effect or facilitate the purposes and intent of this Merger Agreement.
4.2. ABANDONMENT. At any time before the Effective Date, this Merger
Agreement may be terminated and the Merger contemplated hereby may be abandoned
by the Board of Directors of either AremisSoft-Delaware, AremisSoft-Nevada or LK
Global, notwithstanding approval of this Merger Agreement by the stockholders of
AremisSoft-Nevada and AremisSoft-Delaware and by the sole stockholder of LK
Global.
4.3. COUNTERPARTS. In order to facilitate the filing and recording of this
Merger Agreement, the same may be executed in any number of counterparts, each
of which shall be deemed to be an original.
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IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved
by the Boards of Directors of AremisSoft-Nevada, AremisSoft-Delaware and LK
Global, has been executed on the date set forth above on behalf of each of said
three corporations by their respective duly authorized officers.
AREMISSOFT CORPORATION,
a Nevada corporation
By:
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Dr. Lycourgos K. Kyprianous,
Chief Executive Officer
(Corporate Seal)
Attest:
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Dr. Lycourgos K. Kyprianous, Secretary
AREMISSOFT CORPORATION,
a Delaware corporation
By:
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Dr. Lycourgos K. Kyprianous,
Chief Executive Officer
(Corporate Seal)
Attest:
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Dr. Lycourgos K. Kyprianous, Secretary
LK GLOBAL CORPORATION,
a Delaware corporation
By:
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Dr. Lycourgos K. Kyprianous,
Chief Executive Officer
(Corporate Seal)
Attest:
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Dr. Lycourgos K. Kyprianous, Secretary
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