|
EXHIBIT 2.1
-----------
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "MERGER AGREEMENT"), is
entered
into as of December 18, 2006, between Cognitronics Corporation, a
New York
corporation ("COGNITRONICS"), and ThinkEngine Networks, Inc., a
Delaware
corporation and wholly-owned subsidiary of Cognitronics
("SUBSIDIARY").
RECITALS:
WHEREAS, Cognitronics is a corporation duly organized, validly
existing
and in good standing under the laws of the State of New York with
authorized
capital stock consisting of 20,000,000 shares of common stock,
$0.20 par value
per share (the "NEW YORK COMMON STOCK");
WHEREAS, Subsidiary is a corporation duly organized, validly
existing
and in good standing under the laws of the State of Delaware with
authorized
capital stock consisting of 20,000,000 shares of common stock,
$0.001 par value
per share (the "DELAWARE COMMON STOCK");
WHEREAS, the Board of Directors of Cognitronics has determined
that,
for purposes of effecting the reincorporation of Cognitronics in
the State of
Delaware, it is advisable and in the best interests of Cognitronics
and the
holders of shares of New York Common Stock (the "COGNITRONICS
SHAREHOLDERS") for
Cognitronics to merge with and into Subsidiary upon the terms and
conditions set
forth herein;
WHEREAS, the respective Boards of Directors of Cognitronics and
Subsidiary have authorized and approved the merger of Cognitronics
with and into
Subsidiary subject to and upon the terms and conditions of this
Merger
Agreement, and have approved the terms of this Merger Agreement and
directed
that it be executed by the undersigned officers and submitted to
the
Cognitronics Shareholders and the stockholder of the Subsidiary for
their
approval; and
WHEREAS, it is the intention of Cognitronics and Subsidiary that
the
merger be a tax-free reorganization within the meaning of Section
368 of the
Internal Revenue Code of 1986, as amended (the "CODE").
NOW, THEREFORE, for and in consideration of the mutual premises
contained herein and for other good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as
follows:
ARTICLE I.
THE MERGER
Section 1.1. Merger of Cognitronics into Subsidiary. At the
Effective
Time (as defined in Section 2.1), Cognitronics shall merge with and
into
Subsidiary in accordance with the New York Business Corporation Law
(the "NEW
YORK LAW") and the General Corporation Law of the State of Delaware
(the
"DELAWARE LAW").
<PAGE>
The separate existence of Cognitronics shall thereupon cease
and
Subsidiary shall be the surviving corporation (hereinafter referred
to as the
"SURVIVING CORPORATION") and shall possess all the rights,
privileges, powers
and franchises of a public as well as of a private nature, and be
subject to all
the restrictions, disabilities and duties of each of Cognitronics
and Subsidiary
(together referred to as the "CONSTITUENT CORPORATIONS"); and all
the rights,
privileges, powers and franchises of each of the Constituent
Corporations, and
all property, real, personal and mixed, and all debts due to either
of the
Constituent Corporations, on whatever account, as well as for
stock
subscriptions and all other things in action or belonging to each
of the
Constituent Corporations, shall be vested in the Surviving
Corporation; and all
property, rights, privileges, powers and franchises, and all and
every other
interest shall be thereafter as effectually the property of the
Surviving
Corporation as they had been of the several and respective
Constituent
Corporations, and the title to any real estate vested by deed or
otherwise,
under the laws of the State of Delaware, in either of such
Constituent
Corporations shall not revert or be in any way impaired by reason
of the
Delaware Law; but all rights of creditors and all liens upon any
property of any
of the Constituent Corporations shall be preserved unimpaired, and
all debts,
liabilities and duties of the respective Constituent Corporations
shall
thereafter attach to the Surviving Corporation and may be enforced
against it to
the same extent as if those debts, liabilities and duties had been
incurred or
contracted by it. All corporate acts, plans, policies, agreements,
arrangements,
approvals and authorizations of Cognitronics, the Cognitronics
Shareholders, the
Board of Directors of Cognitronics and committees thereof, and the
officers and
agents thereof which were valid and effective immediately prior to
the Effective
Time, shall be taken for all purposes as acts, plans, policies,
agreements,
arrangements, approvals and authorizations of the Surviving
Corporation and
shall be as effective and binding thereon as the same were with
respect to
Cognitronics. The employees and agents of Cognitronics shall become
the
employees and agents of Subsidiary and continue to be entitled to
the same
rights and benefits which they enjoyed as employees and agents of
Cognitronics.
Th
|
