EXHIBIT 2.3
AGREEMENT AND PLAN OF MERGER
OF
DIVICORE INC.
a Pennsylvania corporation,
INTO
RAVISENT TECHNOLOGIES INC.
a Delaware corporation
This AGREEMENT AND PLAN OF MERGER is entered into as of June 28, 1999, by
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and between DIVICORE INC., a Pennsylvania corporation ("Divicore"), and RAVISENT
TECHNOLOGIES INC., a Delaware corporation and a wholly-owned subsidiary of
Divicore ("RAVISENT").
WITNESSETH:
WHEREAS, the Board of Directors of each of Divicore and RAVISENT deems it
advisable and in the best interests of each corporation and its shareholders
that Divicore be merged with and into RAVISENT (the "Merger") as permitted by
law for the dual purposes of changing Divicore's state of incorporation from
Pennsylvania to Delaware and changing Divicore's name to "RAVISENT
Technologies Inc."; and
WHEREAS, this Merger is intended to be a reorganization within the
provisions of Section 368(a)(1)(F) of the Internal Revenue Code of 1986;
NOW, THEREFORE, in consideration of the premises, covenants and agreements
contained herein, the parties hereto agree and covenant as follows:
1. Merger: On the Effective Date (as hereinafter defined), Divicore
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shall be merged with and into RAVISENT, with RAVISENT continuing its corporate
existence and being the "Surviving Corporation." From and after the Merger, the
corporate existence of Divicore will terminate, all of its rights, privileges
and immunities shall be merged into RAVISENT, and RAVISENT shall, as the
Surviving Corporation, be fully vested therewith.
2. Certificate of Incorporation: The Certificate of Incorporation of
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RAVISENT as in effect immediately preceding the Effective Date shall remain in
effect as the Certificate of Incorporation of the Surviving Corporation.
3. Bylaws: The Bylaws of RAVISENT as in effect immediately preceding the
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Effective Date shall remain in effect as the Bylaws of the Surviving
Corporation.
4. Officers and Directors: The officers and directors of Divicore immediately
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preceding the Effective Date shall remain as the officers and directors of the
Surviving Corporation.
5. Conversion of Shares: Each share of Common Stock, Class A Convertible
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Preferred Stock, Class B Convertible Preferred Stock and Class C Convertible
Preferred Stock of Divicore outstanding on the Effective Date of the Merger and
all rights in respect thereto shall, upon such Effective Date, be converted into
one share of Common Stock, Series A Preferred Stock, Series B Preferred Stock
and Series C Preferred Stock of RAVISENT, respectively. Each outstanding and
unexercised option, warrant and other right to purchase shares of capital stock
of Divicore shall be assumed and become an option, warrant or right to purchase
shares of the same type and number of the capital stock of RAVISENT. On the
Effective Date, each share of RAVISENT capital stock outstanding immediately
prior to the Merger shall cease to exist and be cancelled.
6. State Filings: The proper officers of RAVISENT and Divicore shall make
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and execute the appropriate certificates or articles of merger, and such other
documents, as are required by the Commonwealth of Pennsylvania and the State of
Delaware to effectuate the Merger and to cause the same to be filed, in the
manner provided by law, with the appropriate state offices.
7. Effective Date: The Merger provided for by this Plan shall become effective
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("Effective Date") on the date of filing of the appropriate documents with the
Secretaries of State of Pennsylvania and Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
and Plan of Merger on the day and year first above written.
DIVICORE INC., a Pennsylvania corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
RAVISENT TECHNOLOGIES INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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