|
|
|
|
Document Preview Agreement and Plan of Merger |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Agreement and Plan of Merger |
|||
|
Entities: |
||||
|
Date: |
2000 |
|||
|
Size: |
Preview shows 5KB of 168KB total |
|||
|
Price: |
$57 |
|||
|
ID: |
#340933 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
AGREEMENT AND PLAN OF MERGER
by and among
CERTICOM CORP.,
DRG ACQUISITION CORP.,
DRG RESOURCES GROUP INC.,
JIM COWING,
MICHAEL HARRIS,
and
DAN MOY
-------------------------------------------------------
September 7, 2000
-------------------------------------------------------
{PAGE}
AGREEMENT AND PLAN OF MERGER
----------------------------
AGREEMENT AND PLAN OF MERGER dated as of September 7, 2000 (the
"Agreement", by and among CERTICOM CORP., a Yukon, Canada corporation
---------
("Certicom"), DRG ACQUISITION CORP., a Delaware corporation and wholly owned
---------
subsidiary of Certicom ("Merger Sub"), DRG RESOURCES GROUP INC., a Delaware
----------
corporation (the "Company"), JIM COWING, an individual resident in the State of
-------
California ("Mr. Cowing"), MICHAEL HARRIS, an individual resident in the State
----------
of California ("Mr. Harris"), and DAN MOY, an individual resident in the State
----------
of California ("Mr. Moy").
-------
W I T N E S S E T H:
-------------------
WHEREAS, the Company is engaged, and its predecessor Digital Resources
Group, LLC (the "LLC") previously has engaged, in the businesses of information
security consulting and recruiting (such businesses, and any other lines of
business derived from such businesses, are referred to as the "Business");
--------
WHEREAS, the Company's issued and outstanding share capital consists of
five thousand (5,000) shares of common stock (the "Company Stock"). In addition,
-------------
the Company has granted to certain of its employees options to purchase shares
of Company Stock pursuant to the Company's 2000 Stock Option Plan (the "Company
-------
Option Plan") and such options are hereinafter referred to as the "Company Stock
----------- -------------
Options."
-------
WHEREAS, each of the Boards of Directors of Merger Sub and the Company has
determined that the merger of Merger Sub with and into the Company, with the
Company continuing as the surviving corporation (the "Surviving Corporation"),
---------------------
upon the terms and subject to the conditions set forth in this Agreement, is
fair to and in the best interests of its shareholders, and has approved and
adopted this Agreement and the transactions contemplated hereby;
WHEREAS, Mr. Cowing, Mr. Harris, and Mr. Moy (collectively, the
"Shareholders") own all of the issued and outstanding shares of Company Stock
------------
and desire to enter into this Agreement and consummate the transactions
contemplated hereby;
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements herein contained, the parties hereby agree
as follows:
1
{PAGE}
ARTICLE I
THE MERGER
1.1 The Merger. Upon the terms and subject to the conditions set forth in
----------
this Agreement and in accordance with the California General Corporation Law
(the "CGCL") and the Delaware General Corporation Law (the "DGCL"), at the
---- ----
Effective Time (as defined in Section 1.3), the Merger Sub shall be merged with
|
End of Preview |
Home Intelligence Services Subscriptions News About Us