EXHIBIT 2.2
INTERDIGITAL COMMUNICATIONS CORPORATION
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as
of this ____ day of December, 1999, by and between InterDigital Communications
Corporation, a Pennsylvania corporation ("Parent"), and InterDigital Patents
Corporation, a Delaware corporation ("Sub"; each of Parent and Sub are sometimes
referred to as a "Constituent Corporation").
W I T N E S S E T H:
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WHEREAS, it is deemed to be in the best interests of Sub that
it be merged with and into Parent (the "Merger"), with Parent being the
surviving corporation in the Merger (the "Surviving Corporation"), in accordance
with the terms and conditions fully set forth below;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, intending to be legally
bound, Parent and Sub hereby agree as follows:
1. Merger. Sub shall be merged with and into Parent in
accordance with Section 1924 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL"), and Section 253 of the Delaware General
Corporation Law, as amended (the "DGCL"), and Parent shall be the Surviving
Corporation. All appropriate documents necessary to effectuate the Merger under
the PBCL and the DGCL shall be filed as soon as practicable with the Corporation
Bureau of the Secretary of the Commonwealth of Pennsylvania and with the
Secretary of State of the State of Delaware. The date of filing of the Articles
of Merger with the Secretary of the Commonwealth of Pennsylvania shall be the
"Effective Date" of the Merger.
2. Governing Documents. The Articles of Incorporation and
Bylaws of the Parent, as in effect on the Effective Date of the Merger, shall
continue in full force and effect as the Articles of Incorporation and Bylaws of
the Surviving Corporation in the Merger.
3. Officers and Directors. The directors of Parent immediately
prior to the Effective Date shall be the directors of the Surviving Corporation
and the officers of Parent prior to the Effective Date shall be the officers of
the Surviving Corporation, and such directors and officers will hold office from
the Effective Date until their respective successors are duly elected or
appointed and qualified in the manner provided in the Articles of Incorporation
and Bylaws of
the Surviving Corporation, as the same may be lawfully amended, or as otherwise
provided by law.
4. Succession and Effects of Merger. As of the Effective Date
and as a result of the Merger:
The separate existence of Sub shall cease and Sub shall be
merged with and into Parent. The Surviving Corporation shall have all of the
rights, privileges, immunities and powers provided for in, and shall be subject
to all of the duties and liabilities granted or imposed by, the PBCL. The
Surviving Corporation shall also thereupon and thereafter possess all of the
rights, privileges, immunities, powers and franchises, of a public as well as of
a private nature, of each of the Constituent Corporations. All property, real,
personal and mixed, and all debts due on whatever account and all other causes
of action and all and every other interest of, or belonging to or due to, each
of the Constituent Corporations so merged, shall be deemed to be transferred to
and vested in such Surviving Corporation without further act or deed. The title
to any real estate, or any interest therein, vested in either of the Constituent
Corporations shall not revert or in any way be impaired by reason of the Merger.
The Surviving Corporation shall thereafter be responsible and liable for all of
the liabilities and obligations of each of the Constituent Corporations so
merged. Any claim existing or action or proceeding pending by or against either
of the Constituent Corporations may be prosecuted to judgement as if such Merger
had not taken place, or the Surviving Corporation may be substituted in the
place of one or more the Constituent Corporations. Neither the rights of the
creditors nor any liens upon the property of the Sub shall be impaired by the
Merger but such liens shall be limited to the property upon which there were
liens immediately prior to the Effective Date.
5. Further Assistance. From time to time, as and when required
by the Surviving Corporation or by its successors or assigns, there shall be
executed and delivered on behalf of Sub such deeds and other instruments, and
there shall be taken or caused to be taken by all such further and other action,
as shall be appropriate, advisable or necessary in order to vest, perfect or
confirm, or record or otherwise, in the Surviving Corporation the title to and
possession of all property interests, assets, rights, privileges, immunities,
powers, franchises and authority of Parent, and otherwise to carry out the
purposes of these resolutions. The officers and directors of the Surviving
Corporation are fully authorized in the name and on behalf of Parent or
otherwise, to take any and all such action and to execute and deliver any and
all such deeds and other instruments.
6. Capital Stock. The capital stock of Parent shall be
unaffected by the Merger, and the authorized shares of each class of capital
stock of Sub, whether issued or unissued, at the Effective Date, by virtue of
the Merger and without any further action, shall be canceled and retired and
cease to exist without any conversion thereof and without any payment with
respect thereto.
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7. Abandonment and Termination. The Merger may be abandoned
and this Agreement terminated by the Board of Directors of Parent and Sub at any
time prior to the Effective Date. In the event of the abandonment and
termination of the Merger and this Agreement, this Agreement shall become void
and have no effect, without any liability on the part of Parent or Sub or the
stockholders, directors or officers of any of them.
8. Governing Law. This Agreement shall be governed by, and
construed in accordance with the laws of the Commonwealth of Pennsylvania
without regard to its principles of conflicts of laws.
9. Miscellaneous. This Agreement may be amended only by a
writing signed by both Constituent Corporations. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof. This Agreement may be executed in any number of counterparts (including
by facsimile signature) each of which shall be an original and all of which,
when taken together, shall be deemed one and the same agreement. The failure of
any party to insist on strict performance of any provision of this Agreement
will not constitute a waiver of any rights hereunder unless such waiver is in
writing. This Agreement shall inure to the benefit and be binding upon the
parties hereto and their respective successors and permitted assigns. Neither
party may assign any of its rights or obligations hereunder without the prior
written consent of the other party.
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Agreement to be executed as of this day
and year first above written.
INTERDIGITAL COMMUNICATIONS CORPORATION
By:
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Xxxxxx X. Xxxxxxxx
Interim President
INTERDIGITAL PATENTS CORPORATION
By:
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Xxxxxxx X. Xxxxxxx
General Counsel
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