1
Exhibit 2
AGREEMENT AND PLAN OF MERGER
OF
INTELLIGROUP, INC.
(A NEW JERSEY CORPORATION)
AND
OXFORD SYSTEMS INC.
(A NEW JERSEY CORPORATION)
AGREEMENT AND PLAN OF MERGER dated the 2nd day of December, 1996
between Intelligroup, Inc. ("Intelligroup"), a New Jersey corporation and its
wholly-owned subsidiary, Oxford Systems Inc. ("Oxford"), a New Jersey
corporation.
WITNESSETH:
WHEREAS, Intelligroup is a corporation organized and existing under and
by virtue of the laws of the State of New Jersey and was incorporated therein on
October 15, 1987; and
WHEREAS, Oxford is a corporation organized and existing under the laws
of the State of New Jersey and was incorporated therein on May 28, 1993; and
WHEREAS, Intelligroup owns 100% of the issued and outstanding shares of
capital stock of Oxford; and
WHEREAS, the Board of Directors of Intelligroup, acting pursuant to
Section 14A:10-5.1, of the New Jersey Business Corporation Act (the "Act")
deems it desirable and in the best interests of the corporation and its
shareholders to effect a statutory subsidiary-parent merger so that Oxford shall
be merged into Intelligroup (the "Merger") upon the terms and conditions set
forth herein and in accordance with the Act.
NOW, THEREFORE, in consideration of the promises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by
Intelligroup and approved by a resolution
2
adopted by its Board of Directors and being thereunto duly entered into by
Oxford and intending to be legally bound, the Agreement and Plan of Merger and
the terms and conditions thereof and the mode of carrying the same into effect,
together with any provisions required or permitted to be set forth therein, are
hereby determined and agreed upon as hereinafter in this Agreement and Plan of
Merger set forth.
1. The names of the constituent corporations are Intelligroup and
Oxford (sometimes herein called the "Constituent Corporations"). The name of the
surviving corporation is Intelligroup, Inc. (sometimes herein called the
"Surviving Corporation") and following the merger its name shall remain
Intelligroup, Inc. as set forth in its Amended and Restated Certificate of
Incorporation. Upon the effective date of the Merger, the separate corporate
existence of Oxford shall cease and the Surviving Corporation shall possess all
the rights, privileges, powers, immunities, purposes and franchises, both public
and private, of the Constituent Corporations, and shall become the owner,
without other transfer, of all of the real and personal property, tangible and
intangible, of the Constituent Corporations, and the Surviving Corporation shall
become subject to all of the obligations and liabilities of the Constituent
Corporations.
2. The existing Amended and Restated Certificate of Incorporation of
Intelligroup, currently on file with the State of New Jersey and as in effect on
the effective date of the Merger, shall be the Amended and Restated Certificate
of Incorporation until the same shall be altered, amended, or restated, or until
a new Certificate of Incorporation is adopted as provided therein and in the
manner prescribed by the provisions of the Act.
2
3
3. The By-Laws of Intelligroup, as in effect on the effective date of
the Merger, shall be the By-Laws of the Surviving Corporation until the same
shall be altered, amended or repealed, or until new By-Laws are adopted as
provided therein and in the manner prescribed by the provisions of the Act.
4. The directors and officers of the Surviving Corporation, in office
on the effective date of the Merger shall be the members of the Board of
Directors and the officers of the Surviving Corporation, respectively, all of
whom shall hold their respective 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. Upon the effective date of the Merger, the manner and basis of
converting the shares of the Constituent Corporations into shares of the
Surviving Corporation shall be as follows:
(a) All issued and outstanding shares of the capital stock of
Oxford shall automatically and by operation of law be canceled and all
certificates evidencing ownership of such shares shall be void and of no effect
and shall cease to exist on the effective date of the Merger; and
(b) All issued and outstanding shares of capital stock of the
Surviving Corporation shall remain issued and outstanding.
3
4
6. Neither of the Constituent Corporations shall, prior to the
effective date of the Merger, engage in any activity or transaction, other than
in the ordinary course of business, except as contemplated by this Agreement and
Plan of Merger.
7. Pursuant to Section 14A:10-5.1 of the Act, this Agreement and Plan
of Merger and related matters shall not be submitted for approval to the
shareholders of the Constituent Corporations.
8. The Board of Directors of Intelligroup may, in its discretion,
abandon this Merger without further action or approval by the shareholders of
the Constituent Corporations, at any time before the effective date of the
Merger.
9. The Merger herein provided for shall be effective on December 31,
1996.
10. This Agreement and Plan of Merger shall be governed by and
construed in accordance with the laws of New Jersey.
11. This Agreement and Plan of Merger may be executed in any number of
counterparts, and all such counterparts and copies shall be and constitute an
original instrument.
**********
4
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Merger to be duly executed, acknowledged and certified as of the date
first above written.
INTELLIGROUP, INC.
Attest: (a New Jersey corporation)
/s/ Xxxxxx X. Xxxxxxx By:/s/ Xxxxx Xxxxxx
----------------------------- ---------------------------------
Xxxxxx X. Xxxxxxx Xxxxx Xxxxxx
Secretary President
OXFORD SYSTEMS INC.
Attest: (a New Jersey corporation)
/s/ Xxxxxxxx Xxxxxx By:/s/ Xxxxx Xxxxxx
----------------------------- ---------------------------------
Xxxxxxxx Xxxxxx Xxxxx Xxxxxx
Secretary President
5
6
I, Xxxxxx Xxxxxxx, being duly sworn do depose and say: I was
present, and did see Xxxxx Xxxxxx, the President, and Xxxxxx X. Xxxxxxx, the
Secretary, of Intelligroup, Inc. to me personally known to be the persons
described in and who executed the within document on behalf of the said company,
sign and execute the same and affix thereto the seal of the company. The
signatures are in the handwriting of the said President and Secretary and were
subscribed to and the seal of the said company was affixed to the within
document in my presence.
Sworn to before me on this 2nd day of December, 1996
/s/ Xxxxxx Xxxxxxx, Secretary
-------------------------------------------------
Signature and Title of Officer Administering Oath
6
7
I, Xxxxxx Xxxxxxx, being duly sworn do depose and say: I was
present, and did see Xxxxx Xxxxxx, the President, and Xxxxxxxx Xxxxxx, the
Secretary, of Oxford Systems Inc. to me personally known to be the persons
described in and who executed the within document on behalf of the said company,
sign and execute the same and affix thereto the seal of the company. The
signatures are in the handwriting of the said President and Secretary and were
subscribed to and the seal of the said company was affixed to the within
document in my presence.
Sworn to before me on this 2nd day of December, 1996
/s/ Xxxxxx Xxxxxxx, Secretary
-------------------------------------------------
Signature and Title of Officer Administering Oath
7
