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EXHIBIT 2.1
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (this "Agreement") is entered into as of this
5th day of March, 1999, between AremisSoft Corporation, a Nevada
corporation ("AremisSoft-Nevada") and AremisSoft Corporation, a Delaware
corporation ("AremisSoft-Delaware"). (AremisSoft-Nevada and AremisSoft-Delaware
are hereinafter collectively referred to as the "Constituent Corporations").
WHEREAS, to facilitate the reincorporation, AremisSoft-Nevada will merge
with and into AremisSoft-Delaware and the stockholders of AremisSoft-Nevada will
become stockholders of AremisSoft-Delaware (the "Merger") and upon the
effectiveness of the Merger, provided herein, the legal existence of
AremisSoft-Nevada as a separate corporation will cease.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
MERGER
1.1. THE MERGER. In accordance with the provisions of this Agreement and the
Delaware General Corporation Law (the "Corporation Law"), on the date on which
this Agreement and the properly executed officers' certificates of each
Constituent Corporation or when the properly executed certificate of merger is
filed and accepted by the Delaware Secretary of State as required by Section 252
of the Corporation Law (the "Effective Date" or "Effective Time"),
AremisSoft-Nevada shall be merged with and into AremisSoft-Delaware, in the
manner of and as more fully set forth in Sections 251 through 264 of the
Corporation Law (the "Merger"), the separate existence of AremisSoft-Nevada
shall cease and AremisSoft-Delaware shall continue as the surviving corporation
(the "Surviving Corporation") under its present corporate name.
1.2. THE SURVIVING CORPORATION. On the Effective Date, the Surviving Corporation
shall succeed AremisSoft-Nevada, without other transfer, to all the rights and
property of AremisSoft-Nevada and shall be subject to all the debts, obligations
and liabilities of AremisSoft-Nevada in the same manner as if the Surviving
Corporation had itself incurred them; all rights of creditors and all liens upon
the property of each of the Constituent Corporations shall be preserved
unimpaired.
ARTICLE II
CONVERSION AND EXCHANGE OF SHARES
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2.1. STOCK OF AREMISSOFT-NEVADA. Upon the Effective Date, by virtue of the
Merger and without any action on the part of the holder thereof, each share of
AremisSoft-Nevada Common Stock outstanding immediately prior thereto shall be
changed and converted automatically into one fully paid and nonassessable share
of AremisSoft-Delaware Common Stock.
2.2. STOCK CERTIFICATES. On and after the Effective Date, all of the outstanding
certificates which prior to that time represented shares of AremisSoft-Nevada
shall be deemed for all purposes to evidence ownership of and to represent
shares of AremisSoft-Delaware into which the shares of AremisSoft-Nevada
represented by such certificates have been converted as herein provided. The
registered owner on the books and records of AremisSoft-Nevada or its transfer
agent of any such outstanding stock certificate shall have and shall be
entitled, until such certificate shall have been surrendered for transfer or
otherwise accounted for to AremisSoft-Delaware or its transfer agent, to
exercise any voting or other rights with respect to and receive any dividend or
other distributions upon the shares of AremisSoft-Delaware evidenced by such
outstanding certificate as provided above.
2.3. OPTIONS AND WARRANTS. Each option or warrant to purchase one share of
AremisSoft-Nevada Common Stock granted under AremisSoft-Nevada Stock Option
Plan, or otherwise, which is outstanding on the Effective Date, shall, by virtue
of the Merger and without any action on the part of the holder thereof, be
converted into and become an option or warrant, as the case may be, to purchase
one share of AremisSoft-Delaware Common Stock at the same exercise price per
share, and upon the same terms and subject to the same conditions as set forth
in the AremisSoft-Nevada Stock Option Plan or warrant agreement, as the case may
be, under which such options or warrants were granted, as in effect on the
Effective Date. As of the Effective Date, the AremisSoft-Nevada Stock Option
Plan shall become the AremisSoft-Delaware Stock Option Plan and all obligations
of AremisSoft-Nevada under the AremisSoft-Nevada Stock Option Plan shall be
assumed by AremisSoft-Delaware including all outstanding options granted
pursuant to the Stock Option Plan. Upon approval of this Merger Agreement by
stockholders of AremisSoft-Nevada and AremisSoft-Delaware, the stockholders of
AremisSoft-Nevada and AremisSoft-Delaware shall be deemed to have adopted and
approved the assumption of the AremisSoft-Nevada Stock Option Plan by
AremisSoft-Delaware under the same terms and conditions that the
AremisSoft-Nevada Stock Option Plan was previously adopted and approved by
stockholders of AremisSoft-Nevada, as amended.
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2.4. OTHER EMPLOYEE BENEFIT PLANS. Upon the Effective Date, the obligations of
AremisSoft-Nevada under or with respect to every plan, trust, program and
benefit then in effect or administered by AremisSoft-Nevada on behalf or for the
benefit of the officers and employees of AremisSoft-Nevada, including plans,
trusts, programs and benefits administered by AremisSoft-Nevada in which
subsidiaries of AremisSoft-Nevada, their officers and employees currently are
permitted to participate (the "Employee Benefit Plans"), shall become the lawful
obligations of AremisSoft-Delaware and shall be implemented and administered in
the same manner and without interruption until the same are amended or otherwise
lawfully altered or terminated.
2.5. NO FRACTIONAL SHARES TO BE ISSUED. No fractional shares shall be issued as
a result of the exchange of AremisSoft-Nevada shares for AremisSoft-Delaware
shares. Instead, AremisSoft-Delaware shall issue scrip or warrants pursuant to
Section 155 of the Corporation Law entitling the holder to receive a full share
upon the surrender of such scrip or warrant aggregating a full share. In
calculating the amount of scrip or warrants to be issued to a stockholder, all
shares owned by the same stockholder shall be aggregated and the fractional
amount of a share to be covered by such scrip or warrant shall be calculated by
applying the exchange ratio provided for herein to each stockholder's entire
share ownership.
ARTICLE III
THE SURVIVING CORPORATION
3.1. CORPORATE DOCUMENTS. The Certificate of Incorporation of
AremisSoft-Delaware, as in effect on the Effective Date, shall continue to be
the Certificate of Incorporation of AremisSoft-Delaware as the surviving
corporation without change or amendment until further amended in accordance with
the provisions thereof and applicable law. The Bylaws of AremisSoft-Delaware, as
in effect on the Effective Date, shall continue to be the Bylaws of
AremisSoft-Delaware as the surviving corporation without change or amendment
until further amended in accordance with the provisions thereof and applicable
law.
3.2. DIRECTORS AND OFFICERS. The directors and officers of AremisSoft-Nevada on
the Effective Date shall be and become directors and officers, holding the same
titles and positions, of AremisSoft-Delaware on the Effective Date, and after
the Effective Date shall serve in accordance with the Bylaws of
AremisSoft-Delaware.
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3.3. FURTHER ASSURANCES. From time to time, as and when required by
AremisSoft-Delaware or by its successors and assigns, there shall be executed
and delivered on behalf of AremisSoft-Nevada 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 or perfect in or
to confer of record or otherwise in AremisSoft-Delaware the title to and
possession of all the property interests, assets, rights, privileges,
immunities, powers, franchises and authority of AremisSoft-Nevada, and otherwise
to carry out the purposes and intent of this Merger Agreement, and the officers
and directors of AremisSoft-Delaware are fully authorized in the name and on
behalf of AremisSoft-Nevada or otherwise to take any and all such actions and to
execute and deliver any and all such deeds and other instruments.
3.4. PLAN OF REORGANIZATION. This Merger Agreement constitutes a plan of
reorganization to be carried out in the manner, on the terms, and subject to the
conditions herein set forth.
3.5. RIGHTS AND DUTIES OF AREMISSOFT-NEVADA. On the Effective Date, for all
purposes, the separate existence of AremisSoft-Nevada shall cease and shall be
merged with and into AremisSoft-Delaware. AremisSoft-Delaware, as the surviving
corporation, shall continue and all property (real, personal and mixed), all
debts due on whatever account, all choses in action, and all and every other
interest of or belonging to or due to AremisSoft-Nevada; and the title to any
real estate, or any interest therein, vested in AremisSoft-Nevada shall not
revert or be in any way impaired by reason of such Merger; and
AremisSoft-Delaware shall continue to be responsible and liable for all of its
liabilities and obligations and any claim existing, or action or proceeding
pending, by or against AremisSoft-Nevada. If at any time AremisSoft-Delaware
shall consider or be advised that any assignment or assurances in law or any
other actions are necessary or desirable to vest the title of any property or
rights of AremisSoft-Nevada in AremisSoft-Delaware according to the terms
hereof, the officers and directors of AremisSoft-Delaware are empowered to
execute and make all such property assignments and assurances and do any and all
other things necessary or proper to vest title to such property or other rights
in AremisSoft-Delaware, and otherwise to carry out the purposes of this Merger
Agreement.
ARTICLE IV
MISCELLANEOUS
4.1. AMENDMENT. Prior to stockholder approval, this Merger Agreement may be
amended in any manner as may be determined in the judgment of the respective
Boards of Directors of AremisSoft-Delaware and AremisSoft-Nevada. After
shareholder approval, this Merger Agreement may be amended in any manner
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(except that Section 2.1 and any of the other principal terms may not be amended
without the approval of the stockholders of AremisSoft-Nevada) as may be
determined in the judgment of the respective Boards of Directors of
AremisSoft-Delaware and AremisSoft-Nevada to be necessary, desirable or
expedient in order to clarify the intention of the parties hereto or to effect
or facilitate the purposes and intent of this Merger Agreement.
4.2. ABANDONMENT. At any time before the Effective Date, this Merger Agreement
may be terminated and the Merger contemplated hereby may be abandoned by the
Board of Directors of either AremisSoft-Delaware or AremisSoft-Nevada,
notwithstanding approval of this Merger Agreement by the stockholders of
AremisSoft-Nevada and AremisSoft-Delaware.
4.3. COUNTERPARTS. In order to facilitate the filing and recording of this
Merger Agreement, the same may be executed in any number of counterparts, each
of which shall be deemed to be an original.
IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved
by the Boards of Directors of AremisSoft-Nevada and AremisSoft-Delaware, has
been executed on the date set forth above on behalf of each of the Constituent
Corporations by their respective duly authorized officers.
AREMISSOFT CORPORATION,
a Nevada corporation
By: /s/ Roys Poyiadjis
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Roys Poyiadjis
President
(Corporate Seal)
Attest:
/s/ Xxxx Voice
----------------------------
Xxxx Voice,
Assistant Secretary
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AREMISSOFT CORPORATION,
a Delaware corporation
By: /s/ Roys Poyiadjis
-----------------------------
Roys Poyiadjis
President
(Corporate Seal)
Attest:
/s/ Xxxx Voice
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Xxxx Voice,
Secretary
