Exhibit 10.16
AGREEMENT AND PLAN OF MERGER
OF
SWAT SYSTEMS CORPORATION
(a Pennsylvania corporation)
AND
MASTECH SYSTEMS CORPORATION
(a Pennsylvania corporation)
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") entered into as of
November 18, 1996, by and between SWAT Systems Corporation, a Pennsylvania
corporation ("SWAT"), and Mastech Systems Corporation, a Pennsylvania
corporation ("Mastech").
WITNESSETH:
WHEREAS, SWAT and Mastech are business corporations organized under
the laws of the Commonwealth of Pennsylvania.
WHEREAS, Mastech and SWAT through their respective Boards of Directors
deem it advisable and in the best interests of said corporations to merge SWAT
with and into Mastech pursuant to the provisions of the Pennsylvania Business
Corporation Law of 1988, as amended (hereinafter the "PBCL"), upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and covenants
contained herein and intending to be legally bound hereby, the following terms
and conditions are hereby agreed to by the parties as follows:
1. SWAT shall merge with and into Mastech (the merged entities
shall sometimes hereinafter referred to as the "surviving corporation"),
effective as of the date the Articles of Merger are first filed with the
Corporation Bureau of the Commonwealth of Pennsylvania (the "Effective Date") in
accordance with the provisions of, and having the effects specified in, Section
1929 of the PBCL.
2. The Articles of Incorporation of Mastech, as the same shall be
in force and effect on the Effective Date, shall continue to be the Articles of
Incorporation of said surviving corporation until amended pursuant to the
provisions of the PBCL.
3. The Bylaws of Mastech on the Effective Date shall be the Bylaws
of the surviving corporation until changed, altered, or amended as therein
provided and in the manner prescribed by the provisions of the PBCL.
4. The directors and officers of Mastech on the Effective Date
shall be the members of the Board of Directors and 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 Bylaws of the surviving corporation.
5. All authorized and outstanding shares of SWAT Common Stock, and
all rights in respect thereof, shall be canceled as of the Effective Date, and
the certificates representing such shares shall be surrendered to Mastech, and
canceled, and the merger shall be deemed to be a capital contribution by the
shareholders of SWAT of the outstanding shares of SWAT to Mastech. The issued
shares of Mastech Common Stock shall not be converted or exchanged in any
manner, but each said share which is issued on the Effective Date shall continue
to represent one issued share of the surviving corporation.
6. Notwithstanding the full approval and adoption of this Agreement
and Plan of Merger by the Board of Directors of SWAT and its shareholders, and
the Board of Directors of Mastech, this Agreement and Plan of Merger may be
terminated at any time prior to the filing of the Articles of Merger with the
Secretary of State of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, this Agreement and Plan of Merger is hereby
executed upon behalf of each of the constituent corporations parties thereto.
SWAT SYSTEMS CORPORATION
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Title:
----------------------------
MASTECH SYSTEMS CORPORATION
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Title:
----------------------------
-2-
