|
|
|
|
Document Preview Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Agreement |
|||
|
Entities: |
||||
|
Date: |
2000 |
|||
|
Size: |
Preview shows 8KB of 177KB total |
|||
|
Price: |
$64 |
|||
|
ID: |
#1364538 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 2.1 - MERGER AGREEMENT
<TEXT>
AGREEMENT
and
PLAN OF MERGER
by and among
TUMBLEWEED COMMUNICATIONS CORP.,
MAIZE ACQUISITION SUB, INC.
and
INTERFACE SYSTEMS, INC.
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of
June 28, 2000, by and among Tumbleweed Communications Corp., a Delaware
corporation ("Parent"), Maize Acquisition Sub, Inc., a Delaware corporation
and a direct wholly-owned subsidiary of Parent ("Sub"), and Interface
Systems, Inc., a Michigan corporation (the "Company").
WITNESSETH:
----------
WHEREAS, the Boards of Directors of Parent and Sub have
approved, and deem it advisable and in the best interests of their
respective stockholders to consummate, a strategic business combination
between the Company and Parent upon the terms and subject to the conditions
set forth herein;
WHEREAS, the Board of Directors of the Company, having
determined that such combination is desirable, has approved the
transactions contemplated by this Agreement and the Ancillary Agreements
(as defined below);
WHEREAS, as a condition and inducement to Parent's and Sub's
willingness to enter into this Agreement and incur the obligations set
forth herein, concurrently with the execution and delivery of this
Agreement, (i) Parent and each of the directors, executive officers and
other designated employees of the Company have entered into a Voting
Agreement in the form of Exhibit A hereto (the "Voting Agreements"),
pursuant to which, among other things, such persons agree to vote in favor
of approval and adoption of this Agreement; (ii) the Company and certain
key employees of the Company identified in Schedule B hereto have entered
into non- competition agreements (the "Non-Competition Agreements") in the
form of Exhibit B-1 hereto, and employment agreements (the "Employment
Agreements") in the form of Exhibit B-2 hereto, the effectiveness of which
are conditioned upon the consummation of the transactions contemplated
hereby; and (iii) Parent and the Company have entered into an Option
Agreement in the form of Exhibit C hereto (the "Option Agreement"),
pursuant to which, among other things, the Company grants to Parent an
option to purchase newly issued shares of Company Common Stock representing
nineteen and nine-tenths percent (19.9%) of the total outstanding shares of
Company Common Stock (the Voting Agreements, the Non-Competition
Agreements, the Employment Agreements and the Option Agreement are
collectively referred to herein as the "Ancillary Agreements"); and
WHEREAS, for United States federal income tax purposes, it is
intended that the Merger (as defined in Section 1.1 hereof) shall qualify
as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended, and the rules and regulations promulgated
thereunder (the "Code"), and this Agreement is intended to be and is
adopted as a plan of reorganization within the meaning of Section 368 of
the Code.
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements, and other
good and valuable consideration, set forth herein and in the Ancillary
Agreements, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
ARTICLE I
MERGER
Section 1.1 The Merger. Subject to the terms and conditions of
this Agreement, at the Effective Time (as defined in Section 1.2 hereof),
the Company and Sub shall consummate a merger (the "Merger") pursuant to
which (a) Sub shall be merged with and into the Company and the separate
corporate existence of Sub shall thereupon cease, (b) the Company shall be
the successor or surviving corporation (the "Surviving Corporation") in the
Merger and shall continue to be governed by the laws of the State of
Michigan and (c) the separate corporate existence of the Company, with all
its rights, privileges, immunities, powers and franchises, shall continue
unaffected by the Merger.
Pursuant to the Merger, (a) the Articles of Incorporation set
forth in the Certificate of Merger (as defined in Section 1.2 hereof),
shall be the Articles of Incorporation of the Surviving Corporation until
thereafter amended as provided by law and such Articles of Incorporation,
and (b) the By-laws, in the form of Annex A hereto, shall be the By-laws of
the Surviving Corporation until thereafter amended as provided by law, such
Articles of Incorporation and such By-laws. The Merger shall have the
effects set forth in the Michigan Business Corporation Act (the "MBCA") and
the Delaware General Corporation Law (the "DGCL").
Section 1.2 Effective Time. Parent, Sub and the Company will
cause (i) a certificate of merger (the "Certificate of Merger") in the form
of Exhibit D-1 hereto, to be filed on the Closing Date (as defined in
Section 1.3 hereof) (or on such other date as Parent and the Company may
agree) with the Department of Consumer and Industry Services, Corporations
Bureau, of the State of Michigan (the "Michigan Department") as provided in
the MBCA, and (ii) a certificate of merger (the "Delaware Certificate of
Merger") in the form of Exhibit D-2 hereto, to be filed on the Closing Date
with the Secretary of State of the State of Delaware as provided in the
DGCL. The Merger shall become effective on the date on which the
Certificate of Merger and any other documents necessary to effect the
Merger in accordance with the MBCA are duly filed with the Michigan
Department (the "Merger Filing") or such time as is agreed upon by the
parties and specified in the Certificate of Merger, and such time is
hereinafter referred to as the "Effective Time."
Section 1.3 Closing. The closing of the Merger (the "Closing")
will take place at 8:00 a.m., local time, on a date to be specified by the
parties, which shall be no later than the second business day after
satisfaction or waiver of all of the conditions set forth in Article VI
hereof (the "Closing Date"), at the offices of Skadden, Arps, Slate,
Meagher & Flom LLP, 525 University Avenue, Palo Alto, California 94301, or
such other date or place as agreed to in writing by the parties hereto.
Section 1.4 Directors and Officers of the Surviving
Corporation. The directors and officers of the Sub at the Effective Time
shall, from and after the Effective Time, be the directors and officers,
|
End of Preview |
Home Intelligence Services Subscriptions News About Us