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Exhibit 2.1(b)
AGREEMENT AND PLAN OF MERGER
This Agreement
and Plan of Merger (this " Agreement ") dated as of
November 3, 2006, among MetroPCS Wireless, Inc., a
Delaware corporation (" MetroPCS Wireless "), MetroPCS
IV, Inc., a Delaware corporation (" MetroPCS IV "),
MetroPCS III, Inc., a Delaware corporation (" MetroPCS
III "), MetroPCS II, Inc., a Delaware corporation ("
MetroPCS II "), and MetroPCS, Inc., a Delaware
corporation (" MetroPCS ", and collectively with
MetroPCS IV, MetroPCS III and MetroPCS II, the "
Merged Entities ").
WITNESSETH:
WHEREAS, the
parties desire to merge the Merged Entities with and into MetroPCS
Wireless, with MetroPCS Wireless surviving, pursuant to the terms
and conditions of this Agreement (the " Merger "); and
WHEREAS, the
Merger has been approved by each of MetroPCS Wireless, MetroPCS IV,
MetroPCS III, MetroPCS II and MetroPCS in accordance with the laws
of the jurisdiction under which each is organized and their
respective constituent documents.
NOW, THEREFORE,
in consideration of the premises and the mutual covenants and
agreements herein contained, the parties agree as follows:
ARTICLE I
MERGER AND NAME OF SURVIVING CORPORATION
(a) The
parties to the Merger are (i) MetroPCS Wireless,
(ii) MetroPCS, (iii) MetroPCS II, (iv) MetroPCS III
and (v) MetroPCS IV.
(b) The
entity surviving the Merger is MetroPCS Wireless, which will
continue its existence as a corporation governed by the laws of the
State of Delaware (the " Surviving Corporation ").
(c) The
certificate of incorporation of MetroPCS Wireless in effect
immediately before the Merger will not be amended, restated or
otherwise affected by the Merger and shall be the certificate of
incorporation of the Surviving Corporation until such time as it
may be amended in accordance with applicable law.
(c) As
provided in the Certificate of Merger to be filed with the
Secretary of State of the State of Delaware, attached hereto as
Exhibit A , the filing of the Certificate of Merger
with the Secretary of State of the State of Delaware will be the
Merger's effective time (the " Effective Time ").
(d) At
the Effective Time:
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(1) the
property, real, personal and mixed, of each of the Merged Entities
will vest in the Surviving Corporation, and the debts, liabilities
and obligations of each of the Merged Entities will be the debts,
liabilities and obligations of the Surviving Corporation; and
(2) without
any action on the part of the Merged Entities, MetroPCS Wireless or
any other person or entity, all of the outstanding shares of Common
Stock of the Merged Entities that are issued and outstanding
immediately prior to the Effective Time, shall by virtue of the
Merger be automatically canceled. At the Effective Time, without
any action on the part of Merged Entities, MetroPCS Wireless or any
other person or entity, all outstanding shares of Common Stock of
MetroPCS Wireless in existence immediately before the Effective
Time will be unaffected and unimpaired by the Merger and remain
outstanding.
(e) The
Surviving Corporation will be responsible for the payment of all
fees and taxes, if any, of MetroPCS Wireless or any of the Merged
Entities relating to the Merger.
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