EXHIBIT 2.1
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is entered into as of ____________,
1999 by ALLSCRIPTS, INC., an Illinois corporation (the "Company"), and
ALLSCRIPTS, INC., a Delaware corporation and a wholly owned subsidiary of the
Company ("Allscripts").
The parties to this Agreement hereby agree as follows:
1. The Merger. Upon the terms and subject to the conditions hereof, and in
accordance with the Delaware General Corporation Law ("DGCL") and the Illinois
Business Corporation Act ("IBCA"), the Company shall be merged with and into
Allscripts (the "Merger"). Following the Merger, Allscripts shall continue as
the surviving corporation under the name Allscripts, Inc. (the "Surviving
Corporation"), and the separate corporate existence of the Company shall cease.
2. Merger Consideration. Each common share of the Company issued and
outstanding immediately prior to the Effective Time (as defined in Section 3
hereof) shall by virtue of the Merger and without any action on the part of the
holder thereof be converted into one issued and outstanding share of Common
Stock, $0.01 par value per share, of the Surviving Corporation, whether or not
certificates representing such shares are then issued and delivered. Immediately
prior to the Effective Time, the Company will have no preferred shares
outstanding. The shares of stock of Allscripts held by the Company shall, at the
effective time of the Merger, be cancelled.
3. Effective Time. The Merger shall become effective at the later to occur
of (1) the time of filing with the Secretary of State of the State of Delaware
of a Certificate of Ownership and Merger in accordance with the relevant
provisions of the DGCL and (2) the time of filing with the Secretary of State of
the State of Illinois of Articles of Merger in accordance with the relevant
provisions of the IBCA (the time of the completion of the later of such filings
being the "Effective Time").
4. Certificate of Incorporation and Bylaws. Upon consummation of the
Merger at the Effective Time, the Certificate of Incorporation and Bylaws of
Allscripts in effect immediately prior to the Effective Time shall thereafter
continue in full force and effect as the Certificate of Incorporation and Bylaws
of the Surviving Corporation, until amended or repealed as provided therein or
by law.
5. Officers and Directors. The officers of the Surviving Corporation
shall be the corresponding officers of the Company immediately prior to the
Effective Time, and the members of the Board of Directors of the Surviving
Corporation shall be as follows, which directors are to serve in office until
the annual meeting of stockholders in the year indicated below, or until their
successors shall have been elected and qualified and which directors are to
serve on such committees of the Board of Directors as they served on with the
Company immediately prior to the Effective Time:
Name of Director Expiration of Term
---------------- ------------------
Xxxx X. Xxxxxxx 0000
Xxxxx X. Xxxxxx 2001
Xxxxxx X. Xxxxx 2000
M. Xxxxx Xxxxxx 2002
Xxxxxxx X. Xxxxxx 2001
L. Xxx Xxxxx 2000
Xxxx X. Xxxxx 2001
Xxxxxx X. Xxxxxx 2000
6. Filing. Simultaneous with, and contingent upon, the consummation
by the Company of a Qualified Initial Public Offering (as defined in the
Company's Amended and Restated Articles of Incorporation), the parties hereto
shall cause to be executed in the manner required by the DGCL and IBCA and
delivered to the respective Secretaries of State of Delaware and Illinois such
documents as shall effect the Merger under the laws of Delaware and Illinois,
and the parties shall cause to be performed all necessary acts within the State
of Illinois and the State of Delaware and elsewhere to effect the Merger. The
Board of Directors and the proper officers of the Company and Allscripts are
hereby authorized, empowered and directed to do any and all acts and things, and
to make, execute, deliver, file and record any and all instruments, papers and
documents that shall be or become necessary, proper or convenient to carry out
or put into effect any of the provisions of this Agreement or of the Merger.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized, all as of the
day and year first above written.
ALLSCRIPTS, INC., an Illinois corporation
By: ____________________________________
Its: President
Attest:
By: _____________________________
Its: Secretary
ALLSCRIPTS, INC., a Delaware corporation
By: ____________________________________
Its: President
Attest:
By: _____________________________
Its: Secretary
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