EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
OF
T-NETIX, INC.
(A Colorado corporation)
INTO
T-NETIX, INC.
(A Delaware corporation)
FIRST: T-NETIX, Inc., a corporation organized under the laws of the
State of Colorado (the "Merging Corporation"), shall merge with and into its
wholly-owned subsidiary, T-NETIX, Inc., a corporation organized under the laws
of the State of Delaware (the "Surviving Corporation"), and the Surviving
Corporation shall assume the liabilities and obligations of the Merging
Corporation.
SECOND: The presently issued and outstanding shares of capital stock of
the Merging Corporation shall be converted on a one-for-one basis into shares of
the capital stock, of the same class and series of the Surviving Corporation.
THIRD: The presently issued and outstanding shares of the common stock,
$0.01 par value, of the Surviving Corporation, issued to the Merging
Corporation, shall be cancelled.
FOURTH: The authorized capital of the Surviving Corporation shall
remain unchanged following the merger.
FIFTH: The Certificate of Incorporation of the Surviving Corporation,
shall remain the Certificate of Incorporation of the Surviving Corporation.
SIXTH: The by-laws of the Surviving Corporation shall remain the
by-laws of the Surviving Corporation.
SEVENTH: The directors and officers of the Surviving Corporation shall
remain the directors and officers of the Surviving Corporation and shall serve
until their successors are elected and have qualified.
EIGHTH: The officers of each corporation party to the merger shall be
and hereby are authorized to do all acts and things necessary and proper to
effect the merger.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Plan of Merger as of the _______ day of _______________, 2001.
T-NETIX, INC. (a Colorado corporation)
By:
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Attest:
By:
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T-NETIX, INC. (a Delaware corporation)
By:
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Attest:
By:
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