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EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT OF MERGER, dated this 23rd day of August, 1996, pursuant to
Section 252 of the Delaware General Corporation Law, between Proxicom, Inc., a
Delaware corporation (hereinafter referred to as "Proxicom") and Proxima, Inc.,
a Maryland corporation (hereinafter referred to as "Proxima"),
WITNESSETH that:
WHEREAS, XXXX X. XXXXXXXXX, owns all of the outstanding capital stock of
Proxima and Proxicom, and
WHEREAS, Proxima and Proxicom desire to merge into a single corporation;
and
WHEREAS, the registered offices of Proxima in the State of Maryland are
located at 0000 Xxxxx Xxxxxx Xx., Xxxxx 000, Xxxxxx Xxxxxxx, Xxxxxxxx 00000, and
the name of the registered agent at such address is Xxxx X. Xxxxxxxxx.
WHEREAS, the registered offices of Proxicom in the State of Delaware are
located at 0000 Xxxxxx Xxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of New Castle,
and the name of the registered agent at such address is Corporation Service
Company.
NOW, THEREFORE, the parties to this Agreement, in consideration of the
mutual covenants, agreements and provisions hereinafter contained, do hereby
prescribe the terms and conditions of said merger and mode of carrying the same
into effect as follows:
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FIRST: Proxima and Proxicom agree to merge and hereby do merge, with
Proxicom as the surviving corporation pursuant to the General Corporation Law of
the State of Delaware.
SECOND: The number of outstanding shares of Proxima is l,OOO shares of
Capital Stock, par value $1.00 per share, all of which is owned by Xxxx X.
Xxxxxxxxx.
THIRD: The number of outstanding shares of Proxicom is 1 share of Common
Stock, par value $.0l per share, all of which is owned by Xxxx X. Xxxxxxxxx.
FOURTH: There shall be no conversion of the outstanding shares of the
capital stock of either of the constituent corporations into shares or other
securities or obligations of Proxicom, and with respect to the outstanding
shares of the corporations the effect of the merger shall be as follows:
(a) Each share of common stock of Proxicom which shall be issued and
outstanding on the effective date of this merger shall continue to be one share
of the common stock of Proxicom, the corporation surviving the merger.
(b) Each share of common stock of Proxima which shall be issued and
outstanding on the effective date of this merger, and all rights in respect
thereof, shall be exchanged for Nine Thousand (9,000) shares of Proxicom Common
Stock.
FIFTH: The Certificate of Incorporation of Proxicom, as in effect on the
date of the merger provided for in this Agreement, shall continue in full force
and effect as the Certificate of Incorporation of Proxicom, the corporation
surviving this merger.
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SIXTH: The By-Laws of Proxicom in effect on the effective date of this
merger shall remain in full force and effect until the same shall be altered,
amended or repealed as therein provided.
SEVENTH: The directors and officers of Proxicom shall continue in office
until the next annual meeting of stockholders until their successors shall have
been elected and qualified.
EIGHTH: To carry out this Agreement, the President or any Vice
President, and the Secretary or any Assistant Secretary, of each constituent
corporation upon approval of this Agreement shall be vested with full authority
to do and perform each and every act or thing necessary or proper to be done or
performed in order to give effect to and to consummate this Agreement and Plan
of Merger.
NINTH: The merger contemplated herein shall become effective on the
filing date of the Certificate of Merger.
TENTH: Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of Proxima shall be transferred to, vested
in and devolve upon Proxicom without further act or deed and all property,
rights, and every other interest of Proxima shall be as effectively the property
of Proxicom as they were of Proxima.
Upon the merger becoming effective, Proxicom shall assume and shall be
responsible for all of the liabilities and obligations of Proxima, including but
not limited to, all liabilities and obligations of Proxima.
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The directors and the proper officers of Proxima and Proxicom are fully
authorized to take any and all such action to complete the purposes of this
Agreement.
IN WITNESS WHEREOF, each of the undersigned corporations has caused this
Agreement for Merger to be executed in its name by its President or Vice
President and Secretary or Assistant Secretary, as of the 23 day of August,
1996.
PROXIMA, INC. PROXICOM, INC.
BY: /S/ XXXX X. XXXXXXXXX BY:/S/ XXXX X. XXXXXXXXX
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XXXX X. XXXXXXXXX XXXX X. XXXXXXXXX
CHAIRMAN OF BOARD/PRESIDENT CHAIRMAN OF BOARD/PRESIDENT
ATTEST: ATTEST:
/S/ XXXX X. XXXXXXXXX /S/ XXXXXXXXXXX XXXXXXX
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XXXX X. XXXXXXXXX XXXXXXXXXXX XXXXXXX
SECRETARY SECRETARY
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