EXHIBIT 2.2
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), dated as of January
8, 1999, between LeaseTrend, Inc., an Ohio corporation with its principal office
in Xxxxxxxx County, Ohio, at 0000 Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxx 00000
("LeaseTrend"), and LTI Acquisition Corp., a Delaware corporation with its
principal office in Xxxxxxxxxx County, Maryland, at 0000 Xxxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxx, Xxxxxxxx 00000-0000 ("Newco"). LeaseTrend and Newco are
hereinafter collectively referred to as the "Constituent Corporations."
WHEREAS, LeaseTrend is a corporation duly organized and existing under the
laws of the State of Ohio and has an authorized capital stock of 1500 shares of
common stock, no par value ("LeaseTrend Stock"), of which 849 shares are issued
and outstanding.
WHEREAS Newco is a corporation duly organized and existing under the laws
of the State of Delaware; has an authorized capital stock of 1000 shares of
common stock, $1 par value ("Newco Stock"), of which 100 shares are issued and
outstanding; and is a wholly-owned subsidiary of Realty Information Group, Inc.,
a corporation duly organized and existing under the laws of the State of
Delaware ("RIG").
WHEREAS, the respective Boards of Directors of the Constituent Corporations
deem it advisable and in the best interests of the Constituent Corporations and
their shareholders that LeaseTrend be merged with and into Newco, which shall be
the surviving corporation, as authorized by the statutes of the States of
Delaware and Ohio, and that such merger be consummated pursuant to the terms and
conditions hereinafter set forth, and each such Board has duly approved this
Agreement and Plan of Merger.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and for the purpose of setting forth the terms
of the merger (the "Merger") provided by this Merger Agreement, the mode of
carrying the Merger into effect and such other details as are deemed necessary
or desirable, the parties hereto have agreed and do hereby agree, subject to the
approval or adoption of this Merger Agreement by the requisite vote of the
shareholders of each Constituent Corporation, and subject to the conditions
hereinafter set forth, as follows:
ARTICLE I
THE MERGER
SECTION 1.01. The Merger. Upon the terms and subject to the conditions
hereof, at the Effective Time (as defined below), LeaseTrend shall be merged
into Newco. As a result of the Merger, the separate corporate existence of
LeaseTrend (the "Merging Corporation") shall cease and Newco shall continue as
the surviving corporation of the Merger, having its principal office at 0000
Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxx 00000 (the "Surviving Corporation"). At the
Effective Time, the Surviving Corporation shall change its name to "LeaseTrend,
Inc."
SECTION 1.02. Effective Time. As soon as reasonably possible following the
approval, adoption, certification, execution, acknowledgment, and delivery of
the Merger Agreement by each of the parties hereto, the parties shall cause the
Merger to be consummated by filing a certificate of merger with the Secretary of
State of Delaware and with the Secretary of State of Ohio. The Merger shall
become effective at such time as the certificate of merger is duly filed with
the Secretary of State of Delaware and the Secretary of State of Ohio (the date
and time of such filing being the "Effective Time").
SECTION 1.03. Effect of the Merger. At the Effective Time, the effect of
the Merger shall be as provided in the applicable provisions of the Delaware
General Corporation Law and Ohio General Corporation Law. Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time, except
as otherwise provided herein, all the property, rights, privileges, powers and
franchises of LeaseTrend and Newco shall vest in the Surviving Corporation, and
all the debts, liabilities and duties of LeaseTrend and Newco shall become the
debts, liabilities and duties of the Surviving Corporation. The Surviving
Corporation hereby consents to be sued and served with process in the state of
Ohio and the irrevocable appointment of the Secretary of State of the state of
Ohio as its agent to accept service of process in any proceeding in the state of
Ohio to enforce against the Surviving Corporation any obligation of the Merging
Corporation or to enforce the rights of a dissenting shareholder of the Merging
Corporation.
SECTION 1.04. Certificate of Incorporation; By-laws. At the Effective Time,
the Certificate of Incorporation of Newco as in effect immediately prior to the
Effective Time, shall be the Certificate of Incorporation of the Surviving
Corporation; provided that the Certificate of Incorporation shall be deemed
amended to change the name of the Surviving Corporation to LeaseTrend, Inc., and
Article I of the Certificate of Incorporation shall be deemed amended to read as
follows:
ARTICLE ONE
THE NAME OF THE CORPORATION IS: LEASETREND, INC.
At the Effective Time, the By-laws of Newco as in effect immediately prior to
the effective Time, shall be the By-Laws of the Surviving Corporation.
SECTION 1.05. Directors and Officers. The directors of Newco immediately
prior to the Effective Time shall be the initial directors of the Surviving
Corporation, each to hold office in accordance with the Certificate of
Incorporation and By-laws of the Surviving Corporation. The officers of Newco
immediately prior to the Effective Time shall be the initial officers of the
Surviving Corporation, each to hold office in accordance with the Certificate of
Incorporation and By-laws of the Surviving Corporation.
SECTION 1.06. Qualification in the State of Ohio. The Surviving Corporation
desires to transact business in the state of Ohio, and has appointed CT
Corporation System, 000 Xxxx Xxxxxx, Xxxxxxxxxx, XX, 00000 as its statutory
agent with respect to service of process, notice, or demand in such state.
ARTICLE II
CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES
SECTION 2.01. Conversion of Securities. At the Effective Time, by virtue of
the Merger and without any action of the part of LeaseTrend, Newco, or the
holder of any of the following securities:
(a) All shares of LeaseTrend Common Stock issued and outstanding
immediately prior to the Effective Time, excluding any treasury shares held by
LeaseTrend, shall be converted, on a pro rata basis, into the right to receive,
in aggregate, five hundred sixty six thousand six hundred sixty seven
(566,667) shares of fully paid, nonassessable shares of common Stock, par value
$0.01 per share, of RIG ("RIG Common Stock") plus a cash payment of $4,500,000
(collectively, the "Merger Consideration"). On a per share basis, each share of
LeaseTrend Common Stock issued and outstanding immediately prior to the
Effective Time, excluding any Treasury shares held by LeaseTrend, shall be
converted into the right to receive 667.688 shares (the "Common Stock Exchange
Ratio") of RIG Common Stock (such Common Stock Exchange Ratio being determined
by dividing 566,667 shares of RIG Common Stock by the total number of
outstanding shares of LeaseTrend Common Stock issued and outstanding immediately
prior to the Effective Time) plus a cash payment of $5,302.23 (the "Boot
Exchange Ratio") (such Boot Exchange Ratio being determined by dividing
$4,500,000 by the total number of outstanding shares of LeaseTrend Common Stock
issued and outstanding immediately prior to the Effective Time); provided that
such Common Stock Exchange Ratio and Boot Exchange Ratio shall each be modified
as necessary to properly effectuate aggregate conversion into the Merger
Consideration as set forth in this Section.
(b) All shares of LeaseTrend Common Stock shall no longer be
outstanding and shall automatically be canceled and retired and shall cease to
exist, and each certificate previously evidencing any such LeaseTrend Stock
shall thereafter represent the right to receive the pro rata share of the Merger
Consideration. The holders of such certificates previously evidencing such
shares of LeaseTrend Stock outstanding immediately prior to the Effective Time
shall cease to have any rights with respect to such shares of LeaseTrend Common
Stock, except as otherwise provided herein or by law. Such certificates
previously evidencing shares of LeaseTrend Common Stock shall be exchanged for
certificates evidencing shares of RIG Common Stock issued in consideration
therefor in accordance with the allocation procedures of this Section 2.01 and
upon the surrender of such certificates in accordance with the provisions of
Section 2.02.
(c) Each share of LeaseTrend Common Stock held in the treasury of
LeaseTrend, if any, immediately prior to the Effective Time shall be canceled
and extinguished without any conversion thereof and no payment shall be made
with respect thereto.
SECTION 2.02. Exchange of Certificates; No Further Rights in LeaseTrend
Common Stock
(a) In exchange for the delivery of certificates for LeaseTrend Common
Stock, each former shareholder of LeaseTrend will receive (i) certificates
evidencing the number of shares of RIG Common Stock delivered in accordance with
Section 2.01 and (ii) a cash payment calculated in accordance with Section 2.01.
(b) All RIG Common Stock issued and cash payments made upon conversion
of LeaseTrend Common Stock in accordance with the terms hereof shall be deemed
to have been issued or paid in full satisfaction of all rights pertaining to
such LeaseTrend Common Stock.
SECTION 2.03. Stock Transfer Books. At the Effective Time, the stock
transfer books of LeaseTrend shall be closed and there shall be no further
registration of transfers of shares of LeaseTrend Common Stock thereafter on the
records of LeaseTrend. On or after the Effective Time, any certificates
presented for any reason shall be converted into a right to receive the pro rata
share of the Merger Consideration.
ARTICLE III
MISCELLANEOUS PROVISIONS
(a) For the convenience of the parties, any number of counterparts
hereof may be executed, and each such counterpart shall be deemed to be an
original instrument.
(b) It is the intention of the parties that the laws of the State of
Delaware, without regard to the conflict of law provisions thereof, govern the
enforceability and validity of this Merger Agreement, the construction of its
terms, and the interpretation of the rights and duties of the parties.
(c) Nothing in this Merger Agreement shall be deemed to affect any
contractual rights or obligations existing between and among Realty Information
Group, Inc., and the shareholders of LeaseTrend, including without limitation
any such rights or obligations relating to the Merger Consideration.
(d) To the extent permitted by applicable law, this Agreement may be
amended by the parties hereto by action taken by or on behalf of their
respective Boards of Directors at any time prior to the Effective Time; provided
that any such amendment must be in writing and signed by the parties hereto in a
manner permissible under the terms of this Merger Agreement.
IN WITNESS WHEREOF, LeaseTrend and Newco have caused this Merger Agreement
to be executed as of the date first written above by their respective officers
thereunto duly authorized.
LEASETREND, INC.
By: /s/ Xxxx X. Xxxxxxxx, III
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Name: Xxxx X. Xxxxxxxx, III
Title: President
LTI Acquisition Corp.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: President
