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EXHIBIT 2.2
AGREEMENT
AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is entered into as of this 30th day of
July, 1998, by and between Tekgraf, Inc., a corporation organized under the laws
of the State of Delaware ("Tekgraf"), and Tekgraf Reincorporation Subsidiary,
Inc., a corporation organized under the laws of the State of Georgia
("Subsidiary"). The names of the corporations planning to merge are Tekgraf,
Inc., a corporation organized under the laws of the State of Delaware, and
Tekgraf Reincorporation Subsidiary, Inc., a corporation organized under the laws
of the State of Georgia. Immediately after the effective time of the Merger, the
name of the surviving corporation into which Tekgraf plans to merge will be
changed to "Tekgraf, Inc." (the "Merger").
1. Tekgraf shall, pursuant to the provisions of the Georgia Business
Corporation Code and the Delaware General Corporation Law, be merged with and
into Subsidiary, which shall be the surviving corporation and which is sometimes
hereinafter referred to as the "surviving corporation", and which shall continue
to exist as said surviving corporation under the name "Tekgraf, Inc.", pursuant
to the provisions of the laws of the State of Georgia. At the effective time of
the Merger, the surviving corporation will amend its Articles of Incorporation
to change its name from "Tekgraf Reincorporation Subsidiary, Inc." to "Tekgraf,
Inc." The separate existence of Tekgraf, which is sometimes hereinafter referred
to as the "non-surviving corporation", shall cease when the merger takes effect
in accordance with the provisions of the Georgia Business Corporation Code and
the Delaware General Corporation Law.
2. The Articles of Incorporation of the surviving corporation when the
Merger takes effect in the jurisdiction of its organization shall be the
Articles of Incorporation of said surviving corporation and said Articles of
Incorporation shall continue in full force and effect until amended and changed
in the manner prescribed by the provisions of the laws of the jurisdiction of
organization of the surviving corporation.
3. The bylaws of the surviving corporation when the Merger takes effect in
the jurisdiction of its organization shall be the bylaws of said surviving
corporation and shall continue in full force and effect until changed, altered
or amended as therein provided and in the manner prescribed by the provisions of
the laws of the jurisdiction of its organization.
4. The members of the Board of Directors and the officers in office of the
non-surviving corporation when the merger takes effect in the jurisdiction of
its organization shall continue to be the members of the Board of Directors and
the 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 provisions of the bylaws of the surviving corporation.
5. Each issued share of Class A Common Stock and Class B Common Stock of
the non-surviving corporation when the merger takes effect shall be converted
automatically and without any further action by the holder thereof into one
share of Class A Common Stock, $.001 par value, or Class B Common Stock, $.001
par value, respectively, of the surviving corporation. Each issued option and
warrant to purchase shares of the non-surviving corporation shall be converted
automatically and without any further action by the holder thereof into one
issued and outstanding option or warrant, respectively, of the surviving
corporation. The issued shares of the surviving corporation shall not be
converted or exchanged in any manner or any consideration be delivered therefor,
and each said share which is issued as of the effective date of the merger shall
be cancelled.
6. The Plan of Merger herein made and approved shall have been submitted to
the shareholders of the non-surviving corporation for their approval or
rejection in the manner prescribed by the provisions of the Delaware General
Corporation Law, and the merger of the non-surviving corporation with and into
the surviving corporation shall be authorized in the manner prescribed by the
Georgia Business Corporation Code.
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7. In the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the non-surviving corporation in the manner
prescribed by the provisions of the Delaware General Corporation Law, and in the
event that the merger of the non-surviving corporation with and into the
surviving corporation shall have been duly authorized in compliance with the
provisions of the Georgia Business Corporation Code, the non-surviving
corporation and the surviving corporation hereby stipulate that they will cause
to be executed and filed and/or recorded any document or documents prescribed by
the laws of the State of Georgia and by the laws of the State of Delaware, and
that they will cause to be performed all necessary acts therein and elsewhere to
effectuate the merger.
8. The surviving corporation hereby agrees that it may be served with
process in the State of Delaware in any proceeding for enforcement of any
obligation of non-surviving corporation, as well as for any obligation of the
surviving corporation resulting from the merger, and hereby irrevocably appoints
the Secretary of State of the State of Delaware as its agent to accept service
of process in any such suit or other proceedings. The address to which the
Secretary of State shall mail a copy of such process to surviving corporation is
0000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
9. The Board of Directors and the proper officers of the non-surviving
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered and directed to do any and all acts and things, and to
make, execute, deliver, file and/or record any and all instruments, papers and
documents which shall be or become necessary, proper or convenient to carry out
or put into effect any of the provisions of this Plan of Merger or of the merger
herein provided for.
10. The merger herein provided for shall become effective in the State of
Georgia upon the date of the filing of the Certificate of Merger with the
Secretary of State of Georgia.
TEKGRAF, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Chairman and Chief Executive Officer
TEKGRAF REINCORPORATION
SUBSIDIARY, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: President
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