EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated this _____ day of February, 1998
is made between PC Connection, Inc., a New Hampshire corporation having its
principal place of business at 000 Xxxxx 00, Xxxxxxx, XX 00000 (the "Company"),
and PC Connection, Inc., a Delaware corporation having its principal place of
business at 000 Xxxxx 00, Xxxxxxx, XX 00000 (the "Surviving Company").
In consideration of the undertakings herein contained and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. MERGER. The Company shall be merged into the Surviving Company
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pursuant to Section 293-A:11.07 of the New Hampshire Business Corporation Act
and Section 252 of the General Corporation Law of Delaware. The Surviving
Company shall survive the merger herein contemplated and shall continue to be
governed by the laws of the State of Delaware. The separate corporate existence
of the Company shall cease upon the Effective Time (as defined below). The
merger of the Company into the Surviving Company shall be referred to herein as
the "Merger."
2. STOCKHOLDER APPROVAL. As soon as practicable after the execution of
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this Agreement and Plan of Merger, the Company and the Surviving Company shall,
if necessary under the General Corporation Law of the State of Delaware or the
New Hampshire Business Corporation Act, submit this Agreement and Plan of Merger
to their respective stockholders for approval.
3. EFFECTIVE TIME. The Merger shall be effective upon the filing of both
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Articles of Merger with the Secretary of State of New Hampshire and a
Certificate of Merger with the Secretary of State of the State of Delaware,
which filings shall be made as soon as practicable after all required
stockholder approvals have been obtained. The time of such effectiveness shall
herein be referred to as the "Effective Time."
4. STOCK OF THE COMPANY. At the Effective Time, by virtue of the Merger
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and without any action on the part of the holders thereof, each share of Common
Stock, consisting of Series A Non-Voting Common Stock, $.01 par value, and
Series B Voting Common Stock, $.01 par value, of the Company issued and
outstanding immediately prior thereto (other than Dissenting Shares, as such
term is defined in Section 6) shall cease to exist and shall be changed and
converted into ______ fully paid and non-assessable shares of Common Stock, $.01
par value per share, of the Surviving Company.
5. STOCK OF THE SURVIVING COMPANY. Each share of Common Stock of the
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Surviving Company issued and outstanding immediately prior to the Effective Time
shall cease to exist and shall be cancelled.
6. DISSENTING SHARES. For purposes of this Agreement, "Dissenting
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Shares" means shares of Common Stock, No Par Value, of the Company held as of
the Effective Time by a shareholder of record of the Company who has not voted
such shares in favor of the Merger and with respect to which dissenters' rights
have been duly demanded and perfected in accordance with Sections 293-A:13.01 -
293-A:13.31 of the New Hampshire Business Corporation Act. Dissenting Shares
shall not be converted into or represent the right to receive shares of the
Surviving Corporation. Holders of Dissenting Shares shall have only such rights
as are provided under Sections 293-A:13.01 - 293-A:13.31 of the New Hampshire
Business Corporation Act.
7. STOCK CERTIFICATES. From and after the Effective Time, all of the
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outstanding certificates which prior to that time represented shares of Common
Stock (other than Dissenting Shares) shall be deemed for all purposes to
evidence ownership of and to represent the shares of the Surviving Company into
which the shares of the Company represented by such certificates have been
converted as herein provided.
8. SUCCESSION. At the Effective Time, the Surviving Company shall
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succeed to all of the rights, privileges, debts, liabilities, powers and
property of the Company in the manner of and as more fully set forth in Section
293-A:11.06 of the New Hampshire Business Corporation Act and Section 259 of the
General Corporation Law of Delaware. Without limiting the foregoing, at the
Effective Time, all property, rights, privileges, franchises, patents,
trademarks, licenses, registrations, and other assets of every kind and
description of the Company shall be transferred to, vested in and devolved upon
the Surviving Company without further act or deed and all property, rights, and
every other interest of the Company and the Surviving Company shall be as
effectively the property of the Surviving Company as they were of the Company
and the Surviving Company, respectively. All rights of creditors of the Company
and all liens upon any property of the Company shall be preserved unimpaired,
and all debts, liabilities and duties of the Company shall attach to the
Surviving Company and may be enforced against it to the same extent as if said
debts, liabilities and duties had been incurred or contracted by it.
9. CERTIFICATE OF INCORPORATION AND BY-LAWS. The Certificate of
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Incorporation of the Surviving Company in effect at the Effective Time shall
continue to be the Certificate of Incorporation of the Surviving Company until
further amended in accordance with the provisions thereof and applicable law.
The By-Laws of the Surviving Company in effect at the Effective Time shall
continue to be the By-Laws of the Surviving Company until amended in accordance
with the provisions thereof and applicable law.
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10. DIRECTORS AND OFFICERS. The members of the Board of Directors and the
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officers of the Surviving Company at the Effective Time shall continue in office
until the expiration of their respective terms of office and until their
successors have been elected and qualified.
11. FURTHER ASSURANCES. From time to time, as and when required by the
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Surviving Company or by its successors and assigns, there shall be executed and
delivered on behalf of the Company such deeds and other instruments, and there
shall be taken or caused to be taken on behalf of it such further and other
action, as shall be appropriate or necessary in order to vest or perfect in or
to confirm of record or otherwise in the Surviving Company the title to and
possession of all the property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of the Company, and otherwise to
carry out the purposes of this Agreement and Plan of Merger, and the officers
and directors of the Company are fully authorized in the name and on behalf of
the Company or otherwise to take any and all such action and to execute and
deliver any and all such deeds and other instruments.
12. AMENDMENT AND TERMINATION. This Agreement and Plan of Merger may be
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amended by the Boards of Directors of the Company and the Surviving Company at
any time prior to the Effective Time, provided that an amendment made subsequent
to the approval of this Agreement by the stockholders of the Company or the
Surviving Company shall not (a) alter or change the amount or kind of shares,
securities, cash, property and/or rights to be received in exchange for or on
conversion of all or any of the shares of any class or series thereof of such
corporation, (b) alter or change any term of the Certificate of Incorporation of
the Surviving Company to be affected by the Merger or (c) alter or change any of
the terms and conditions of this Agreement and Plan of Merger if such alteration
or change would adversely affect the holders of any class or series of the stock
of such corporation. This Agreement and Plan of Merger may be terminated at any
time prior to the Effective Time by the vote of the Boards of Directors of both
the Company and the Surviving Company, notwithstanding stockholder approval of
this Agreement and Plan of Merger.
13. COUNTERPARTS. This Agreement and Plan of Merger may be executed in
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any number of counterparts, each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
and Plan of Merger to be executed and attested on its behalf by its officers
thereunto duly authorized, as of the date first above written.
PC CONNECTION, INC.,
a New Hampshire corporation
By: ____________________________________
Xxxxxxxx Xxxxxx,
Chairman of the Board and
Chief Executive Officer
PC CONNECTION, INC.,
a Delaware corporation
By: ____________________________________
Xxxxxxxx Xxxxxx,
Chairman of the Board, President and
Chief Executive Officer
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I, Xxxxxx X. Xxxxxxxxxx, Secretary of PC Connection, Inc., a corporation
organized and existing under the laws of the State of New Hampshire, hereby
certify that the Agreement and Plan of Merger to which this certificate is
attached was approved by the stockholders representing at least a majority of
the outstanding stock of said corporation entitled to vote thereon.
WITNESS my hand on this ___ day of February, 1998.
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Xxxxxx X. Xxxxxxxxxx,
Secretary
I, Xxxxxx X. Xxxxxxxxxx, Secretary of PC Connection, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby certify
that the Agreement and Plan of Merger to which this certificate is attached was
approved by the stockholders representing at least a majority of the outstanding
stock of said corporation entitled to vote thereon.
WITNESS my hand on this ___ day of February, 1998.
_________________________________
Xxxxxx X. Xxxxxxxxxx,
Secretary
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