AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement") made and entered into
as of December 6, 1996, by and between TELEPHONE ACCESS, INC., a Delaware
corporation (sometimes referred to as "TELAC-VA" or the "Surviving Corporation")
and TELAC, INC., a Delaware corporation (TELAC-TX; both corporations being
sometimes hereinafter referred to collectively as the "Constituent
Corporations);
W I T N E S S E T H:
WHEREAS, the Constituent Corporations desire that TELAC-TX merge with and
into TELAC-VA;
WHEREAS, immediately prior to the Merger described herein, all shares of
common stock of the Constituent Corporations will be uncertificated;
NOW THEREFORE, in consideration of the premises and the mutual agreements,
covenants, grants and provisions herein contained, it is hereby agreed by and
between the Constituent Corporations as follows:
I. MERGER: SURVIVING CORPORATION
The names of the Constituent Corporations are Telephone Access, Inc. and
TELAC, INC. TELAC-TX shall be merged at the Effective Time of the Merger with
and into TELAC-VA. TELAC-VA shall survive the Merger, and shall be governed by
the laws of the State of Delaware and its name shall be "Telephone Access, Inc."
II. TERMS AND CONDITIONS
The terms and conditions of the Merger, and the mode of carrying it into
effect, are as follows:
1. Effective Time. The Merger shall become effective upon the filing of
Articles or a Certificate of Merger with the Delaware Secretary of State. The
time when the Merger shall become effective is referred to in this Agreement as
the "Effective Time of the Merger".
2. Certificate of Incorporation. The Certificate of Incorporation of
TELAC-VA, as in effect immediately prior to the Effective Time of the Merger,
shall be amended and restated in its entirety in the form attached hereto as
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Exhibit A and shall, as amended and restated, be the Certificate of
Incorporation of the Surviving Corporation.
3. Bylaws. The Bylaws of TELAC-VA, as in effect immediately prior to the
Effective Time of the Merger, shall continue in full force and effect as the
Bylaws of the Surviving Corporation.
4. Directors and Officers of Surviving Corporation. The directors and
officers of TELAC-VA in office at the Effective Time of the Merger shall
continue in office as, and shall be, the directors and officers of the Surviving
Corporation from and after the Merger for their respective terms of office and
until their successors are elected or appointed and qualified in accordance with
the Bylaws of the Surviving Corporation. If, at the Effective Time of the
Merger, a vacancy shall exist in the Board of Directors, or in any of the
offices of the Surviving corporation, for any reason, such vacancy may be filled
in the manner provided in the Bylaws of the Surviving corporation.
III. PLAN OF MERGER
The manner and basis of effecting the Merger with respect to shares and
certificates of the Constituent Corporations shall be as follows:
1. Outstanding Stock of TELAC-TX. Forthwith upon the Effective Time of the
Merger, each share of common stock of TELAC-TX issued and outstanding
immediately prior to the Effective Time shall, upon and subsequent to the
Effective Time, be converted, without further action, into two thousand one
hundred fifty (2,150) shares of common stock, $.01 par value, of the Surviving
Corporation.
2. Outstanding Stock of TELAC-VA. Forthwith upon the Effective Time of the
Merger, each share of common stock of TELAC-VA issued and outstanding
immediately prior to the Effective Time shall, upon and subsequent to the
Effective Time, be converted, without further action, into two thousand one
hundred fifty (2,150) shares of common stock, $.01 par value, of the Surviving
Corporation.
3. Issuance of Share Certificates. At the Effective Time of the Merger, or
as soon thereafter as is practicable, the stockholders of the Surviving
Corporation shall receive certificates representing the shares of common stock
issuable pursuant to the Merger, and such stockholders' sole rights shall be to
receive such consideration as set forth herein
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
TELEPHONE ACCESS, INC.
By: /s/ Xxxx Xxxxxx
________________________
Xxxx Xxxxxx
President
TELAC, INC.
By: /s/ Xxxx Xxxxxx
________________________
Xxxx Xxxxxx
President
