EXHIBIT 2.8
AGREEMENT AND PLAN OF MERGER OF
INRANGE CONSULTING CORPORATION
A DELAWARE CORPORATION
WITH AND INTO
ZANETT COMMERCIAL SOLUTIONS, INC.
A DELAWARE CORPORATION
AGREEMENT AND PLAN OF MERGER approved on December 30, 2005 by INRANGE
CONSULTING CORPORATION, a Delaware corporation ("Target"), by resolution adopted
by its Board of Directors and stockholder, and by ZANETT COMMERCIAL SOLUTIONS,
INC., a Delaware corporation ("Acquirer"), by resolution adopted by its Board of
Directors and stockholder.
1. Target shall, pursuant to the provisions of the Delaware
General Corporation Law ("DGCL"), be merged into Acquirer, on the
effective date set forth in the Certificate of Merger to be filed with
the Secretary of State of the State of Delaware. Acquirer shall be the
corporation surviving the merger. The separate existence of Target shall
cease upon the effective date of the merger in accordance with the
provisions of the DGCL.
2. The Certificate of Incorporation of the Acquirer upon
the effective date of the merger in the jurisdiction of its organization
shall be 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
applicable provisions of the DGCL.
3. The issued and outstanding shares of Target shall not be
converted or exchanged in any manner after the adoption of this
Agreement and Plan of Merger and before the effective date of the
merger. Upon the effective date of the merger, each of the issued shares
of Target shall be surrendered and extinguished and no additional
consideration shall be payable therefore. The issued and outstanding
shares of the Acquirer shall not be converted or exchanged in any
manner, but each said share which is issued as of the effective date of
the merger in the State of Delaware shall continue to represent one
issued and outstanding share of the Acquirer.
4. The Acquirer and Target hereby each agree 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, INRANGE CONSULTING CORPORATION and ZANETT COMMERCIAL
SOLUTIONS, INC. have caused this Agreement and Plan of Merger to be duly
executed by an authorized person this 30th day of December, 2005.
INRANGE CONSULTING CORPORATION
By: /s/ Pierre-Xxxxxxx Xxx
Name: Pierre-Xxxxxxx Xxx
Title: Vice-President and Secretary
ZANETT COMMERCIAL SOLUTIONS, INC.
By: /s/ Pierre-Xxxxxxx Xxx
Name: Pierre-Xxxxxxx Xxx
Title: Vice-President and Secretary
The undersigned, being the Secretary of INRANGE CONSULTING CORPORATION,
does hereby certify that written consent has been given to the adoption of the
foregoing Agreement and Plan of Merger by the holders of all of the outstanding
stock of said corporation, in accordance with the provisions of Section 228 of
the DGCL.
Dated: December 30, 2005
By: /s/ Pierre-Xxxxxxx Xxx
Name: Pierre-Xxxxxxx Xxx
Title: Vice-President and Secretary
The undersigned, being the Secretary of ZANETT COMMERCIAL SOLUTIONS,
INC., does hereby certify that written consent has been given to the adoption of
the foregoing Agreement and Plan of Merger by the holders of all of the
outstanding stock of said corporation, in accordance with the provisions of
Section 228 of the DGCL.
Dated: December 30, 2005
By: /s/ Pierre-Xxxxxxx Xxx
Name: Pierre-Xxxxxxx Xxx
Title: Vice-President and Secretary
