EXHIBIT 2.1
PLAN AND AGREEMENT OF MERGER
of
SPACIAL CORPORATION
(a Delaware Corporation)
and its Wholly Owned Subsidiary
ALLIANCE ENVIRONMENTAL TECHNOLOGIES INC.
(a Delaware Corporation)
THIS PLAN AND AGREEMENT OF MERGER, dated as of October 31st , 2001, is made
by and among Spacial Corporation, a Delaware corporation ("Spacial" or the
"Surviving Corporation") and Alliance Environmental Technologies Inc., a
Delaware corporation ("Alliance"), said two corporations being herein sometimes
collectively referred termed the "Constituent Corporations."
WITNESSETH:
WHEREAS, Spacial is a corporation duly organized and existing under the
laws of the State of Delaware, having been incorporated on October 6, 1998;
WHEREAS Alliance is a corporation duly organized and existing under the
laws of the State of Delaware, having been incorporated on October 12, 2000; and
WHEREAS, the Boards of Directors of the parties hereto deem it desirable,
upon the terms and subject to the conditions herein stated, that Alliance be
merged with and into Spacial (the "Merger") and that Spacial be the surviving
corporation with the outstanding shares of Alliance Common Stock be surrendered
and extinguished.
WHEREAS, the Boards of Directors of the parties hereto deem it desirable,
upon the terms and subject to the conditions herein stated, that Spacial
relinquishes its corporate name and assumes in place thereof the name Alliance
Environmental Technologies Inc."
NOW, THEREFORE, it is agreed as follows:
1. The Constituent Corporations shall, pursuant to the provisions of
Section 253 of the General Corporation Law of the State of Delaware ("GCL"),
perform an upstream merger and be merged with and into a single corporation, to
wit, Spacial Corporation, which shall be the Surviving Corporation upon the
effective date of the Merger, and which Surviving Corporation shall continue to
exist as said Surviving Corporation pursuant to the provisions of the GCL. The
separate existence of Alliance shall cease upon the effective date of the Merger
in accordance with the provisions of the GCL.
2. Except as set forth in the following sentence, the Certificate of
Incorporation of Spacial at the effective time of the Merger shall be and remain
the Certificate of Incorporation of the Surviving Corporation and said
Certificate of Incorporation shall continue in full force and effect until
amended and changed in the manner prescribed by the provisions of the GCL. Such
Certificate of Incorporation of the Surviving Corporation shall be amended and
changed as a result of the Merger such that the name of the Surviving
Corporation shall be changed to "Alliance Environmental Technologies Inc."
3. The Bylaws of Spacial upon the effective date of the Merger will be the
By laws of said Surviving Corporation and will continue in full force and effect
until changed, altered or amended as therein provided and in the manner
prescribed by the provisions of the GCL. Such Bylaws of the Surviving
Corporation shall not be amended or changed in any manner as a result of the
Merger. But shall be subject to future amendment or change in accordance with
the terms and provisions of the Bylaws.
4. The directors and officers of Spacial in office upon the effective date
of the Merger shall 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 by-laws of the
Surviving Corporation.
5. Each issued share of Alliance shall, upon the effective date of the
Merger, be surrendered and extinguished. The issued shares of the Surviving
Corporation shall not be converted in any manner or otherwise effected, but each
share which is issued as of the effective date of the Merger shall continue to
represent one issued share of the Surviving Corporation.
6. This Plan and Agreement of Merger shall be submitted to the board of
directors of the Surviving Corporation and to the board of directors of Alliance
for adoption or rejection in the manner prescribed by the provisions of the GCL.
7. In the event that this Plan and Agreement of Merger shall have been
adopted by the Boards of Directors of the Surviving Corporation and Alliance in
the manner prescribed by the provisions of the GCL, the Surviving Corporation
and Aliance 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
Delaware and that they will cause to be performed all necessary acts therein and
elsewhere to effectuate the Merger.
IN WITNESS WHEREOF, Spacial, and Alliance have each caused this Agreement
to be executed by its authorized officer and its corporate seal affixed, all as
of the date first above written.
Spacial Corporation
BY: /s/ Xxxxx X. Xxxxxx, Xx.
--------------------------
Xxxxx X. Xxxxxx, Xx.
President
Alliance Environmental Technologies Inc.
BY: /s/Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
Secretary
