AGREEMENT AND PLAN OF MERGER BY AND AMONG OPNET TECHNOLOGIES, INC., N COMPANY ACQUISITION CORP. AND ALTAWORKS CORPORATION SEPTEMBER 3, 2004Agreement and Plan of Merger • October 12th, 2004 • Opnet Technologies Inc • Services-prepackaged software • Delaware
This Agreement contemplates a merger of the Transitory Subsidiary into the Company. In such merger, the Buyer will acquire the Company for aggregate consideration equal to the Purchase Price. Pursuant to Section 3 of Article Fourth of the Company’s Certificate of Incorporation, (i) the merger will be treated as a liquidation, dissolution or winding-up of the Company, (ii) all of such consideration will be paid to the holders of the Series C Preferred Shares and (iii) the holders of Common Shares, Series A Preferred Shares and Series B Preferred Shares will not receive any consideration for such shares in the merger.
