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Agreement and Plan

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Title:

Agreement and Plan

Entities:

Date:

2003

Size:

Preview shows 53KB of 159KB total

Price:

$55

ID:

#908784

► Plans ► Agreements ► Agreements & Plans of Merger

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BY AND AMONG

ACE*COMM CORPORATION,

ACE ACQUISITION CORPORATION

AND

i3 MOBILE, INC.

DATED AS OF SEPTEMBER 12, 2003

TABLE OF CONTENTS

		Page
ARTICLE I THE MERGER

	1.1 The Merger	1

	1.2 Effective Time	1

	1.3 Effects of the Merger	2

	1.4 Conversion of i3 Common Stock	2

	1.5 Conversion of Merger Sub Common Stock	5

	1.6 Instruments	5

	1.7 Certificate of Incorporation	6

	1.8 By-Laws	6

	1.9 Directors and Officers	6

	1.10 Appraisal Rights	6

ARTICLE II EXCHANGE OF SHARES

	2.1 ACE*COMM to Make Shares Available	6

	2.2 Exchange of Shares	6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF i3

	3.1 Corporate Organization	8

	3.2 Capitalization	9

	3.3 Authority; No Violation	9

	3.4 Consents and Approvals	10

	3.5 Financial Statements; Exchange Act Filings; Books and Records	10

	3.6 Brokers Fees	11

	3.7 Absence of Certain Changes or Events	11

	3.8 Legal Proceedings	11

	3.9 Taxes and Tax Returns	11

	3.10 Employee Plans	12

	3.11 Certain Contracts	13

	3.12 Takeover Laws.	13

	3.13 Environmental Matters	14

	3.14 Properties and Assets	14

	3.15 Compliance with Applicable Laws	14

	3.16 Affiliates	14

	3.17 Disclosure.	14

	3.18 Fairness Opinion	15

TABLE OF CONTENTS

(continued)

		Page
	3.19 Intellectual Property	15

	3.20 Absence of Liabilities	15

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ACE*COMM

	4.1 Corporate Organization	16

	4.2 Capitalization	17

	4.3 Authority; No Violation	17

	4.4 Consents and Approvals	18

	4.5 Financial Statements; Exchange Act Filings; Books and Records	19

	4.6 Brokers Fees	19

	4.7 Absence of Certain Changes or Events	19

	4.8 Legal Proceedings	20

	4.9 Taxes and Tax Returns	20

	4.10 Employee Plans	20

	4.11 Certain Contracts	21

	4.12 Takeover Laws.	21

	4.13 Environmental Matters	22

	4.14 Properties and Assets	22

	4.15 Compliance with Applicable Laws	22

	4.16 Affiliates	22

	4.17 Disclosure	22

	4.18 Intellectual Property	23

	4.19 Key Employees	23

	4.20 Customer and Supplier Relationships	23

	4.21 Notes and Accounts Receivable	23

ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS

	5.1 Covenants of i3	24

	5.2 Covenants of ACE*COMM	26

ARTICLE VI ADDITIONAL AGREEMENTS

	6.1 Stockholder Approval; Other Government Consents	27

	6.2 Access to Information	28

	6.3 Stockholder Meetings	28

	6.4 Board of Directors	29

	6.5 Exclusivity	29

TABLE OF CONTENTS

(continued)

		Page

	6.6 Employees and i3 Plans	30

	6.7 Insurance and Indemnification	30

	6.8 Additional Agreements	31

	6.9 Advice of Changes	31

	6.10 Accountants Cooperation	31

	6.11 Listing of Additional Shares	32

	6.12 Termination of Agreement	32

ARTICLE VII CONDITIONS PRECEDENT

	7.1 Conditions to Each Partys Obligation To Effect the Merger	32

	7.2 Conditions to Obligations of ACE*COMM and Merger Sub	32

	7.3 Conditions to Obligations of i3	33

ARTICLE VIII TERMINATION AND AMENDMENT

	8.1 Termination	33

	8.2 Effect of Termination	35

	8.3 Termination Fee and Payment of Expenses	35

	8.4 Amendment	36

	8.5 Extension; Waiver	36

ARTICLE IX GENERAL PROVISIONS

	9.1 Closing	36

	9.2 Nonsurvival of Representations, Warranties and Agreements	37

	9.3 Expenses	37

	9.4 Notices	37

	9.5 Interpretation	38

	9.6 Counterparts	38

	9.7 Entire Agreement	38

	9.8 Governing Law

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