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Title: |
Agreement and Plan of Merger |
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Date: |
2005 |
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Preview shows 6KB of 82KB total |
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$52 |
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ID: |
#1532520 |
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<SEQUENCE>2
<FILENAME>mobileexhib101-082305.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MOBILE REACH INTERNATIONAL, INC.,
OBJECTIVE SPECTRUM, INC.
AND
OBJECTIVE SPECTRUM, INC. SHAREHOLDERS
Dated as of August 23, 2005
<PAGE>
Agreement and Plan of Merger
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and
entered into as of August 23, 2005, by and among Mobile Reach International,
Inc., a Delaware company (the "Acquiror"), Objective Spectrum, Inc., a North
Carolina corporation (the "Company") and Mark J. Lloyd and Norman E. Lloyd,
stockholders of the Company (the "Owners").
RECITALS
A. The Board of Directors of the Company and the Acquiror believe it
is in the best interests of their respective entities and the equityholders of
their respective entities to enter into a business combination by means of a
statutory merger of the Company with and into the Acquiror (the "Merger") and,
in furtherance thereof, have approved the Merger.
B. Pursuant to the Merger, among other things, each outstanding share
of common stock, no par value per share, of the Company (excluding those held in
the treasury of the Company) (the "Company Common Stock") shall be converted
into fifteen thirteenths (15/13 or ~1.15385) (the "Exchange Ratio") shares of
Acquiror's Common Stock.
C. The Company, the Acquiror and the Owners desire to make certain
representations and warranties and other agreements in connection with the
Merger.
D. The parties intend, by executing this Agreement, to adopt a plan of
reorganization within the meaning of Section 368(b) of the Internal Revenue Code
of 1986, as amended (the "Internal Revenue Code"), and to cause the Merger to
qualify as a reorganization under the provisions of Section 368(b) of the
Internal Revenue Code.
NOW, THEREFORE, in consideration of the covenants and representations
set forth herein, and for other good and valuable consideration, the parties
agree as follows:
ARTICLE I
---------
THE MERGER
1.1 The Merger.At the Effective Time (as defined in Section 1.2) and
subject to and upon the terms and conditions set forth in this Agreement and the
applicable provisions of the Delaware General Corporation Law (the "DGCL"), the
Company shall be merged with and into the Acquiror, the separate corporate
existence of the Company shall cease and the Acquiror shall continue as the
surviving entity under the name "Mobile Reach International, Inc.". The
Acquiror, as the surviving entity after the Merger, is hereinafter sometimes
referred to as the "Surviving Entity."
1.2 Closing; Effective Time.The closing of the Merger (the "Closing") shall
take place as soon as practicable after the satisfaction or waiver of each of
the conditions set forth in Article VI or at such other time as the parties
hereto agree (the "Closing Date"). The Closing shall take place at such location
as the parties hereto agree. At the Closing and simultaneously therewith, the
parties hereto shall cause the Merger to be consummated by filing a Certificate
of Merger in the form annexed hereto as Exhibit A (the "Certificate of Merger")
with the Secretary of State of the State of Delaware in accordance with the
relevant provisions of the DGCL ") (the time of filing of the Certificate of
Merger being the "Effective Time.)
Page 1 of 22
<PAGE>
Agreement and Plan of Merger
1.3 Merger Consideration. Each outstanding share of common stock, no par
value per share, of the Company (excluding those held in the treasury of the
Company) (the "Company Common Stock") shall be converted into fifteen
thirteenths (15/13 or ~1.15385) (the "Exchange Ratio") shares of Acquiror's
Common Stock.
1.4 Taking of Necessary Action; Further Action. If, at any time after the
Effective Time, any further action is necessary or desirable to carry out the
purposes of this Agreement and to vest Acquiror with control over, all assets,
property, rights, privileges, powers and franchises of the Company, the officers
and directors of the Company and the Acquiror shall, in the name of their
respective corporations or otherwise, take all such lawful and necessary action
as may be requested by the Acquiror.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as disclosed in a document of even date herewith and delivered
by the Company to the Acquiror prior to the execution and delivery of this
Agreement and referring by numbered section (and, where applicable, by lettered
subsection) of the representations and warranties in this Agreement (the
"Company Disclosure Schedule"), the Company represents and warrants to the
Acquiror and Merger Sub as set forth below. Any disclosure included with respect
to a particular representation or warranty shall be deemed to be a disclosure
with respect to all of the Company representations to which it applies, provided
that the application of such disclosure to such other representations and
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