EXHIBIT 2.4
AGREEMENT AND PLAN OF MERGER AMONG
INTERCEPT HOLDINGS INC., PV ACQUISITION CORP.
AND PROVESA, INC.
This Agreement and Plan of Merger (the "Agreement") is made and entered
into as of the 25th day of November, 1996 by and among INTERCEPT HOLDINGS INC.,
a Georgia corporation ("Holdings"), PV ACQUISITION CORP., a Georgia corporation
("PVAC"), and PROVESA, INC., a Georgia corporation ("ProVesa") (Holdings, PVAC
and ProVesa being hereinafter sometimes collectively referred to as the
"Constituent Corporations," and PVAC and ProVesa being sometimes referred to as
the "Merging Corporations").
WITNESSETH
WHEREAS, each of Holdings and PVAC is a corporation organized under the
laws of the State of Georgia, each with its principal office therein located at
0000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000, County of Gwinnett;
WHEREAS, ProVesa, is a corporation organized under the laws of the State of
Georgia with its principal office therein located at 0000 Xxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx 00000, County of Gwinnett;
WHEREAS, Holdings has authorized capital stock consisting of: (i) ten
million (10,000,000) shares of common stock, no par value per share ("Holdings
Common Stock"), of which one million four hundred and forty-five thousand
(1,445,000) shares are issued and outstanding and zero (0) shares are held in
the treasury, and (ii) fifty thousand (50,000) shares of preferred stock
("Holdings Preferred Stock"), of which thirty thousand (30,000) shares have been
designated as "8% Cumulative Preferred Stock, Series A" (the "Holdings Series A
Stock"), and of such Holdings Series A Stock, zero (0) shares are issued and
outstanding and zero (0) shares are held in treasury;
WHEREAS, ProVesa, Inc. has authorized capital stock consisting of: (i) nine
million (9,000,000) shares of common stock, no par value ("ProVesa Common
Stock"), of which one hundred and five thousand (105,000) shares are issued and
outstanding and zero (0) shares are held in treasury, and (ii) one million
(1,000,000) shares of Preferred Stock, no par value (the "ProVesa Preferred
Stock"), of which thirty thousand (30,000) shares have been designated as "8%
Cumulative Preferred Stock, Series A" (the "ProVesa Series A Stock"), and of
such ProVesa Series A Stock, four thousand two hundred and fifty (4,250) shares
are issued and outstanding and zero (0) shares are held in treasury;
WHEREAS, PVAC has authorized capital stock consisting of: (i) nine million
(9,000,000) shares of common stock, no par value
per share ("PVAC Common Stock"), of which one hundred and five thousand
(105,000) shares are issued and outstanding and zero (0) shares are held in
treasury, and (ii) one million (1,000,000) shares of Preferred Stock, no par
value (the "PVAC Preferred Stock"), of which thirty thousand (30,000) shares
have been designated as Series A 8% Cumulative Preferred Stock (the "PVAC Series
A Stock"), and of such PVAC Series A Stock zero (0) shares are issued and
outstanding and zero (0) shares of same are held in treasury;
WHEREAS, the laws of the State of Georgia permit a merger of PVAC and
ProVesa;
WHEREAS, the Boards of Directors of each of the Constituent Corporations
has determined that it is advisable and for the benefit of each of the
Constituent Corporations and their respective shareholders that ProVesa be
merged with and into PVAC on the terms and conditions hereinafter set forth, and
by resolutions duly adopted have adopted the terms and conditions of this
Agreement; and the Board of Directors of ProVesa has directed that the proposed
merger be submitted to the shareholders of ProVesa and the Board of Directors of
ProVesa has recommended to its shareholders approval of the terms and conditions
hereinafter set forth;
NOW, THEREFORE, for and in consideration of the premises and of the mutual
agreements, promises and covenants contained herein, it is agreed by and between
the parties hereto, subject to the conditions hereinafter set forth and in
accordance with the Georgia Business Corporation Code (the "Code"), that
ProVesa, Inc. shall be and hereby is, at the Effective Date (as hereinafter
defined), merged with and into PVAC (PVAC subsequent to such merger being
hereinafter sometimes referred to as the "Surviving Corporation"), with the
corporate existence of the Surviving Corporation to be continued under the name
"ProVesa Inc.," and that the terms and conditions of the merger hereby agreed
upon, the mode of carrying the same into effect, and the manner of converting
shares are and shall be as follows:
Section 1
Merger
1.1. On the Effective Date, ProVesa shall be merged with and into PVAC, and
PVAC shall continue in existence under the name "ProVesa Inc." and the merger
shall in all respects have the effect provided for in Section 14-2-1106 of the
Georgia Business Corporation Code.
1.2. Without limiting the foregoing, on and after the Effective Date, the
separate existence of ProVesa shall cease, and, in accordance with the terms of
this Agreement, the title to all real estate and other property owned by each of
the Merging Corporations shall be vested in the Surviving Corporation without
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reversion or impairment; the Surviving Corporation shall have all liabilities of
each of the Merging Corporations; and any proceeding pending against either
Merging Corporation may be continued as if the merger did not occur or the
Surviving Corporation may be substituted in its place.
1.3. Prior to and from and after the Effective Date, the Constituent
Corporations shall take all such action as shall be necessary or appropriate in
order to effectuate the merger. If at any time the Surviving Corporation shall
consider or be advised that any further assignments or assurances in law or any
other actions are necessary, appropriate or desirable to vest in said
corporation, according to the terms hereof, the title to any property or rights
of ProVesa, the last acting officers of ProVesa, or the corresponding officers
of the Surviving Corporation, shall and will execute and make all such proper
assignments and assurances and take all action necessary and proper to vest
title in such property or rights in the Surviving Corporation, and otherwise to
carry out the purposes of this Agreement.
Section 2
Terms of Transaction
2.1. Upon the Effective Date:
(a) Each share of ProVesa Common Stock issued and outstanding
immediately prior to the Effective Date shall, by virtue of the merger and
without any action on the part of the holder thereof, thereupon be converted
into one share of Holdings Common Stock, subject to the provisions of Section
2.2 below, the shares of Common Stock of Holdings required for such purpose
being drawn from authorized but unissued shares of the Holdings.
(b) Each share of ProVesa Series A Stock issued and outstanding
immediately prior to the Effective Date shall, by virtue of the merger and
without any action on the part of the holder thereof, thereupon be converted
into one share of Holdings Series A Stock, subject to the provisions of Section
2.3 below, the shares of Holdings Series A Stock required for such purpose being
drawn from authorized but unissued shares of Holdings.
(c) Each share of capital stock of ProVesa held in the treasury of
ProVesa immediately prior to the Effective Date of the merger shall by virtue of
the merger and without any action on the part of the holder thereof, be canceled
and retired and cease to exist without any conversion thereof.
(d) Each share of PVAC Common Stock outstanding and owned of record by
its shareholders immediately prior to the Effective Date shall continue to
represent one issued share of Common Stock of the Surviving Corporation.
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2.2. After the Effective Date, each holder of an outstanding certificate or
certificates which immediately prior thereto represented shares of ProVesa
Common Stock will, upon surrender of such certificate or certificates, be
entitled to a certificate or certificates representing the number of shares of
Common Stock of Holdings into which the aggregate number of shares of ProVesa
Common Stock previously represented by such certificate or certificates
surrendered shall have been converted pursuant to Section 2.1 of this Agreement.
2.3. After the Effective Date, each holder of an outstanding certificate or
certificates which immediately prior thereto represented shares of ProVesa
Series A Stock will, upon surrender of such certificate or certificates, be
entitled to a certificate or certificates representing the number of shares of
Holdings Series A Stock into which the aggregate number of shares of ProVesa
Series A Stock previously represented by such certificate or certificates
surrendered shall have been converted pursuant to Section 2.1 of this Agreement.
Section 3
Directors and Officers
The persons who are directors and officers of ProVesa immediately prior to
the Effective Date shall become the directors and officers of the Surviving
Corporation on the Effective Date and shall thereafter continue to hold office
as provided in the bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1. From and after the Effective Date, the Articles of Incorporation of
PVAC, as in effect at such date, shall be the Articles of Incorporation of the
Surviving Corporation and shall continue in effect until the same shall be
altered, amended or repealed as therein provided or as provided by law; provided
that the corporate name of the Surviving Corporation shall be "ProVesa Inc."
4.2. From and after the Effective Date, the bylaws of PVAC, in effect at
such date, shall be the bylaws of the Surviving Corporation and shall continue
in effect until the same shall be altered, amended or repealed as therein
provided or as provided by law.
Section 5
Shareholder Approval, Effectiveness of Merger
This Agreement shall be submitted for approval to the shareholders of
ProVesa as provided by the Code. If this
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Agreement is duly authorized and adopted by the unanimous vote or unanimous
written consents of all such shareholders and is not terminated and abandoned
pursuant to the provisions of Section 6 hereof, this Agreement shall be
executed, and this Agreement, and a Certificate of Merger incorporating the
terms of this Agreement, shall be filed and recorded in accordance with the laws
of the State of Georgia as soon as practicable after the approval by such
shareholders. The Boards of Directors and the proper officers of the
Constituent Corporations are 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 which 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 herein provided for. The merger shall become
effective on the date on which the Certificate of Merger referencing this
Agreement is filed by the Secretary of State of Georgia (said date is herein
referred to as the "Effective Date").
Section 6
Termination
At any time prior to the filing of the Certificate of Merger by the
Secretary of State of Georgia, the Board of Directors of Holdings or ProVesa may
terminate and abandon this Agreement, notwithstanding favorable action on the
merger by the shareholders of ProVesa or earlier approval by the Boards of
Directors of such corporations. Without limiting the generality of the
foregoing, the Board of Directors of Holdings or ProVesa may terminate and
abandon this Agreement at any time prior to such filing, if the holder of any
shares of ProVesa exercises his, her or its dissenters' rights pursuant to
Article 13 of the Code in connection with the merger.
Section 7
Miscellaneous
7.1. This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
7.2. 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
Georgia.
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IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate seals to be affixed and the
foregoing attested, all by their respective duly authorized officers, as of the
date hereinabove first written.
INTERCEPT HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
President
[CORPORATE SEAL]
ATTEST:
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Secretary
PV ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
President
[CORPORATE SEAL]
ATTEST:
By: /s/ Xxxx X. Xxxxxxx
----------------------------
Secretary
PROVESA, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
President
[CORPORATE SEAL]
ATTEST:
By: /s/ Xxxx X. Xxxxxxx
----------------------------
Secretary
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