Exhibit 2.15
PLAN AND AGREEMENT OF MERGER
OF
ITIS INC.
(a Delaware corporation)
AND
ITIS HOLDINGS INC.
(a Nevada corporation)
PLAN AND AGREEMENT OF MERGER entered into on August 26, 2002 by ITIS INC., a
Delaware corporation ("ITIS"), and approved by resolution adopted by its Board
of Directors on said date, and entered into on August 26, 2002 by ITIS HOLDINGS
INC., a Nevada corporation ("Holdings"), and approved by resolution adopted by
its Board of Directors on said date.
WHEREAS, ITIS is a business corporation of the State of Delaware with its
registered office therein located at 0000 Xxxxxx Xxxxxx, Xxxx xx Xxxxxxxxxx,
Xxxxxx of New Castle; and
WHEREAS, the total number of shares of stock which ITIS has authority to
issue is 150,000,000, of which 100,000,000 are common stock, $.001 par value per
share, and 50,000,000 are preferred stock, $.001 par value per share; and
WHEREAS, Holdings is a business corporation of the State of Nevada with its
registered office therein located at 000 Xxxx Xxxx Xxxxxx, Xxxx xx Xxxxxx Xxxx;
and
WHEREAS, the total number of shares of stock which Holdings has authority
to issue is 200,000,000, of which 150,000,000 are common stock, $.001 par value
per share, and 50,000,000 are preferred stock, $.001 par value per share; and
WHEREAS, the General Corporation Law of the State of Delaware permits a
merger of a business corporation of the State of Delaware with and into a
business corporation of another jurisdiction; and
WHEREAS, the General Corporation Law of the State of Nevada permits the
merger of a business corporation of another jurisdiction with and into a
business corporation of the State of Nevada; and
WHEREAS, ITIS and Holdings and the respective Boards of Directors thereof
declare it advisable and to the advantage, welfare, and best interests of said
corporations and their respective
stockholders to merge ITIS with and into Holdings pursuant to the provisions of
the General Corporation Law of the State of Delaware and pursuant to the
provisions of the General Corporation Law of the State of Nevada upon the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by ITIS and
approved by a resolution adopted by its Board of Directors and being thereunto
duly entered into by Holdings and approved by a resolution adopted by its Board
of Directors, the Merger and the terms and conditions thereof and the mode of
carrying the same into effect, are hereby determined and agreed upon as
hereinafter in this Plan and Agreement of Merger set forth.
1. ITIS shall, pursuant to the provisions of the General Corporation
Law of the State of Delaware and to the provisions of the General Corporation
Law of the State of Nevada, be merged with and into Holdings, which shall be the
surviving corporation from and after the effective time of the merger and which
is sometimes hereinafter referred to as the "surviving corporation", and which
shall continue to exist as said surviving corporation under its present name
pursuant to the provisions of the General Corporation Law of the State of
Nevada. The separate existence of ITIS, which is sometimes hereinafter referred
to as the "terminating corporation", shall cease at said effective time in
accordance with the provisions of the General Corporation Law of the State of
Delaware.
2. The present Articles of Incorporation of the surviving corporation
will be the Articles of Incorporation of the surviving corporation and will
continue in full force and effect until changed, altered, or amended as therein
provided and in the manner prescribed by the provisions of the General
Corporation Law of the State of Nevada.
3. The present by-laws of the surviving corporation will be the by-laws
of said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the General Corporation Law of the State of Nevada.
4. The directors and officers in office of the surviving corporation at
the effective time of the merger shall be the members of the Board of Directors
and the officers of the surviving corporation, all of whom shall hold their
directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
5. Each issued share of the common stock, $.001 par value per share, of
the terminating corporation shall, from and after the effective time of the
merger, be converted into on tenth (0.1) share of the surviving corporation.
The surviving corporation shall not issue any certificate or script representing
a fractional share but shall instead issue on full share of the surviving
corporation for any fractional interest arising from the merger. Pursuant to
the laws of the State of Nevada, each share of the terminating corporation shall
be tendered to the surviving corporation for exchange into shares of the
surviving corporation within 30 days after the effective time of the merger.
Upon receipt of such shares of the terminating corporation, the surviving
corporation shall issue a certificate for the whole shares of the surviving
corporation that are issuable in exchange for the shares of the terminating
corporation. The shares of the surviving corporation that are outstanding
immediately prior to the effect time of the merger shall be cancelled and deemed
not outstanding as of the effective time of the merger.
6. Each issued share of the preferred stock, $.001 par value per share,
of the terminating corporation shall, from and after the effective time of the
merger, be converted into one share of the preferred stock of the surviving
corporation, having substantially similar powers, designations, preferences and
relative, participating, optional and other rights as the preferred shares of
the terminating corporation. Pursuant to the laws of the State of Nevada, each
share of the preferred stock of the terminating corporation shall be tendered to
the surviving corporation for exchange into shares of the preferred stock of the
surviving corporation within 30 days after the effective time of the merger.
7. The surviving corporation may xxx in any court with jurisdiction to
cause any stockholder of the terminating corporation to tender certificates
representing shares owned by such stockholder to be tendered to the surviving
corporation for exchange. Stockholders of the terminating corporation shall
have no rights to notices, distributions or voting with respect to the surviving
corporation unless the certificates representing shares of the terminating
corporation are tendered to the surviving corporation for exchange.
8. Except to the extent otherwise provided in the terms of outstanding
options, warrants or other rights to purchase, or securities convertible into or
exchangeable for common stock of the terminating corporation (other than shares
of the preferred stock of the terminating corporation), each outstanding option,
warrant or other right to purchase, and each outstanding security convertible
into or exchangeable for common stock shall be converted into an option, warrant
or other right to purchase, or security convertible into or exchangeable for
common stock of the surviving corporation on the basis of one share of the
surviving corporation for each 10 shares of the terminating corporation. The
exercise price or conversion ratio set forth in such option, warrant or other
right to purchase, or security convertible into or exchangeable for common stock
of the surviving corporation shall be ratably adjusted so that the total
exercise or conversion price shall be the same as under the option, warrant, or
other right to purchase, or security convertible into or exchangeable for common
stock of the terminating corporation.
9. The surviving corporation does hereby agree that it may be served
with process in the State of Delaware in any proceeding for enforcement of any
obligation of the terminating corporation, as well as for enforcement of any
obligation of the surviving corporation arising from the merger herein provided
for, including any suit or other proceeding to enforce the right of any
stockholder of the terminating corporation as and when determined in appraisal
proceedings pursuant to the provisions of Section 262 of the General Corporation
Law of the State of Delaware; does hereby irrevocably appoint the Secretary of
State of the State of Delaware as its agent to accept service of process in any
such suit or other proceedings; and does hereby specify the following address
without the State of Delaware to which a copy of such process shall be mailed by
the Secretary of State of the State of Delaware:
00000 Xxxxxxxx
Xxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
10. In the event that this Plan and Agreement of Merger shall have
been fully approved and adopted upon behalf of the terminating corporation in
accordance with the provisions of the General Corporation Law of the State of
Delaware and upon behalf of the surviving corporation in accordance with the
provisions of the General Corporation Law of the State of Nevada, the said
corporations agree that they will cause to be executed and filed and recorded
any document or documents prescribed by the laws of the State of Delaware and by
the laws of the State of Nevada, and that they will cause to be performed all
necessary acts within the State of Delaware and the State of Nevada and
elsewhere to effectuate the merger herein provided for.
11. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation 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 which shall be
or become necessary, proper, or convenient to carry out or put into effect any
of the provisions of this Plan and Agreement of Merger or of the merger herein
provided for.
12. The effective time of this Plan and Agreement of Merger, and the
time at which the merger herein agreed shall become effective in the State of
Delaware and the State of Nevada, shall be on the last to occur of:
(a) the approval of this Plan and Agreement of Merger by the stockholders
of the terminating corporation in accordance with the General
Corporation Law of the State of Delaware; or
(b) the date this Plan and Agreement of Merger, or a certificate of merger
meeting the requirements of the General Corporation Law of the State
of Nevada, is filed with the Secretary of State of the State of
Nevada.
13. Notwithstanding the full approval and adoption of this Plan and
Agreement of Merger, the said Plan and Agreement of Merger may be terminated at
any time prior to the filing thereof with the Secretary of State of the State of
Nevada.
14. Notwithstanding the full approval and adoption of this Plan and
Agreement of Merger, the said Plan and Agreement of Merger may be amended at any
time and from time to time prior to the filing thereof with the Secretary of
State of the State of Delaware and at any time and from time to time prior to
the filing of any requisite merger documents with the Secretary of State of the
State of Nevada except that, without the approval of the stockholders of ITIS
and the stockholders of Holdings, no such amendment may (a) change the rate of
exchange for any shares of ITIS or the types or amounts of consideration that
will be distributed to the holders of the shares of stock of ITIS; (b) change
any term of the Articles of Incorporation of the surviving corporation; or (c)
adversely affect any of the rights of the stockholders of ITIS or Holdings.
IN WITNESS WHEREOF, this Plan and Agreement of Merger is hereby executed
upon behalf of each of the constituent corporations parties thereto.
Dated: August 26, 2002 ITIS INC.
By: /s/ Hunter M.A. Xxxx
Xxxxxx M.A. Xxxx
President
ITIS HOLDINGS INC.
By: /s/ Hunter M.A. Xxxx
Xxxxxx M.A. Xxxx
President
