AGREEMENT AND PLAN OF MERGER
Exhibit 10.1
AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER ("Merger Agreement"), dated as of November 17, 2009, by and
between iVoice Technology, a New Jersey corporation (the "Company"), and B Green
Innovations, Inc., a New Jersey corporation ("the Subsidiary").
1.
Merger. Subject to the terms and conditions of this Merger Agreement, the
Subsidiary shall be merged with and into the Company (the "Merger") in
accordance with Section 10-5.1 of the New Jersey Business Corporation
Act ("NJBCA") and such that the Company shall be the surviving corporation
(hereinafter referred to as the "Surviving Corporation"). The Merger shall
become effective upon the date (the "Effective Date") on which the Certificate
of Merger, executed and acknowledged on behalf of the Company and the
Subsidiary, in accordance with the requirements of the NJBCA, has been filed
with the New Jersey Treasurer.
2.
Certificate of Incorporation. The Certificate of Incorporation of the Company,
as in effect on the Effective Date, shall be the Certificate of Incorporation of
the Surviving Corporation without change or amendment, until thereafter amended
in accordance with the provisions thereof and applicable laws.
3.
Directors, Officers and By-Laws. The directors of the Company immediately prior
to the Effective Date shall be the directors of the Surviving Corporation, each
to hold office in accordance with the Certificate of Incorporation and the
By-Laws of the Surviving Corporation. The officers of the Company immediately
prior to the Effective Date shall be the officers of the Surviving Corporation,
each to hold office in accordance with the Certificate of Incorporation and the
By-Laws of the Surviving Corporation. The By-Laws of the Company, as
in effect on the Effective Date, shall be the By-Laws of the Surviving
Corporation without change or amendment until thereafter amended in accordance
with the provisions thereof and applicable laws.
4.
Succession. From and after the Effective Date, the Surviving Corporation shall
succeed, insofar as permitted by law, to all of the rights, assets, liabilities
and obligations of the Subsidiary; and the title to any real estate vested by
deed or otherwise, in either of the Subsidiary and/or the Surviving Corporation,
shall not revert or be in any way impaired by reason of the Merger, but all
rights of creditors and all liens on any property of either of said corporation
shall be reserved unimpaired, and all debts, liabilities and duties of said
corporations shall, as of the Effective Date, attach to the Surviving
Corporation, and may be enforced against the Surviving Corporation to the same
extent as if said debts, liabilities, and duties had been incurred or contracted
by it, and any claim existing or action or proceeding pending by or against any
of said corporations may be prosecuted as if the Merger had not taken place, or
the Surviving Corporation may be substituted in its place. The employees and
agents of the Subsidiary shall become the employees and agents of the Surviving
Corporation and continue to be entitled to the same rights and benefits which
they enjoyed as employees and agents of the Subsidiary.
5.
Further Assurances. From time to time as and when requested by the Surviving
Corporation or by its successors and assigns, there shall be executed and
delivered on behalf of the Subsidiary and/or the Surviving Corporation such
deeds and other instruments, and there shall be taken or caused to be taken by
it such further and other action, as shall be appropriate or necessary in order
to vest, protect or confirm, of record or otherwise, in the Surviving
Corporation the title to and possession of all property, interest, assets,
right, privileges, immunities, powers, franchises, and authority of the
Subsidiary, and otherwise to carry out the purposes of this Merger Agreement,
and the officers and directors of the Surviving Corporation are fully
authorized, in the name and on behalf of the Subsidiary, or otherwise, to take
any and all such action and to execute and deliver any and all such deeds and
other instruments.
6.
Conversion of Shares.
(b)
Upon the Effective Date, each share of the Subsidiary's Preferred Stock issued
and outstanding immediately prior thereto shall, by virtue of the Merger and
without any action on the part of any holder thereof, shall be cancelled and
retired.
(c) Upon
the Effective Date, the one hundred (100) shares of Subsidiary’s Common Stock
currently issued and outstanding shall be canceled and retired without any
consideration being issued or paid therefor
7.
Stock Certificates. Upon the Effective Date, each certificate representing
issued and outstanding shares of the Company’s Common Stock shall be
deemed and treated for all purposes as representing the shares of Common Stock
of the Surviving Corporation.
9.
Stockholder Approval. Pursuant to Section 10-5.1(1) of the NYBCA, no shareholder
approval is required by the shareholders of either the Company or the
Subsidiary.
10.
Plan of Reorganization. This Agreement is intended to be a plan of
reorganization within the meaning of Section 368(a) of the Code and the Treasury
Regulations promulgated thereunder.
11.
Amendment. Subject to applicable law, this Merger Agreement may be amended,
modified or supplemented by written agreement of the parties hereto at any time
prior to the Effective Date with respect to any of the items contained
herein.
13.
Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of New Jersey, except to the extent the laws
of the State of New Jersey are required to apply to the Merger.
IN
WITNESS WHEREOF, this Merger Agreement is hereby executed on behalf of the
Subsidiary and the Company by their respective duly authorized officers as of
the date first written above.
a New
Jersey corporation
By:____________________
Xxxxxx
Xxxxxxx
President
B Green
Innovations, Inc.
a New
Jersey corporation
By:____________________
Xxxxxx
Xxxxxxx
President
