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Exhibit 2.6
AGREEMENT AND PLAN OF MERGER
This
plan of merger the (" Plan of Merger ") sets forth the terms
and conditions for the merger (the " Merger ") of Interface
Data Systems, Inc., an Arizona corporation (the " Merging
Corporation ") and a wholly-owned subsidiary of White
Electronic Designs Corporation with and into White Electronic
Designs Corporation, an Indiana corporation (the " Surviving
Corporation " and, together with the Merging Corporation, the "
Constituent Corporations ").
1.
The Merger; Effects of the Merger . On the Effective Date
(as defined below), the Merging Corporation will be merged with and
into the Surviving Corporation in accordance with, and with the
effect provided in, Section 23-1-40 et. seq. of the Indiana
Code and Sections 10-1101 through 1106 of the Arizona Revised
Statutes; the separate existence of the Merging Corporation will
cease; the Surviving Corporation will continue in existence as an
Indiana corporation and will succeed to all of the rights,
privileges, immunities, and properties of the Merging Corporation;
and the Surviving Corporation will be responsible and liable for
all of the debts, liabilities, and obligations of the Merging
Corporation. Without limiting the foregoing, on and after the
Effective Date, the Surviving Corporation shall possess all the
rights, privileges and powers of a public as well as of a private
nature, and be subject to all the restrictions, disabilities, and
duties of each of the Constituent Corporations; and all property,
real, personal, and mixed, and all and every other interest
belonging to each of the Constituent Corporations shall be vested
in the Surviving Corporation and shall be thereafter as effectually
the property of the Surviving Corporation as they were of the
Constituent Corporations, and the title to any real estate vested,
by deed or otherwise, in either of the Constituent Corporations
shall not revert or be in any way impaired, but all rights of
creditors and all liens upon any property of either of the
Constituent Corporations shall be preserved unimpaired; and all
debts, liabilities, and duties of the Constituent Corporations
shall thenceforth attach to the Surviving Corporation, and may be
enforced against it to the same extent as if said debts and
liabilities had been incurred by it. Any action or proceeding,
whether civil, criminal, or administrative, pending by or against
either Constituent Corporation may be prosecuted as if the Merger
had not taken place, or the Surviving Corporation may be
substituted as a party in such action or proceeding in place of any
Constituent Corporation.
2.
Effective Date of the Merger . The Merger shall be effective
on September 30, 2006 (the " Effective Date ").
3.
Articles of Incorporation . No changes wil
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