Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger
(the “ Plan ”) is adopted as of
February 20, 2008, by and between Global Traffic Network,
Inc., a Delaware corporation (“ Global Delaware
”), and Global Traffic Network, Inc., a Nevada corporation
and a wholly owned subsidiary of Global Delaware (“ Global
Nevada ”).
WHEREAS , Global Delaware is
a corporation duly organized and existing under the laws of the
State of Delaware;
WHEREAS , Global Nevada is a
corporation duly organized and existing under the laws of the State
of Nevada;
WHEREAS , on the date hereof,
Global Delaware has authority to issue One Hundred Ten Million
(110,000,000) shares of capital stock consisting of One Hundred
Million (100,000,000) shares of common stock, $.001 par value per
share (“ Delaware Common Stock ”), of which
18,045,000 shares of issued and outstanding, and Ten Million
(10,000,000) shares of preferred stock, $.001 par value per
share;
WHEREAS , on the date hereof,
Global Nevada has authority to issue One Hundred Ten Million
(110,000,000) shares of capital stock consisting of One Hundred
Million (100,000,000) shares of common stock, $.001 par value per
share (“ Nevada Common Stock ”), and Ten Million
(10,000,000) shares of preferred stock, $.001 par value per
share;
WHEREAS , on the date hereof,
One (1) share of Nevada Common Stock is issued and outstanding
and is owned by Global Delaware;
WHEREAS , the respective
boards of directors of Global Nevada and Global Delaware have
determined that, for the purpose of effecting the reincorporation
of Global Delaware in the State of Nevada, it is advisable and in
the best interests of such corporations and their respective
shareholders that Global Delaware merge with and into Global Nevada
upon the terms and conditions herein provided;
WHEREAS , the respective
boards of directors of Global Nevada and Global Delaware have
approved this Plan; and
WHEREAS , the respective
shareholders of Global Nevada and Global Delaware have approved
this Plan.
NOW, THEREFORE , in
consideration of the mutual agreements and covenants set forth
herein, Global Delaware and Global Nevada hereby agree to merge as
follows:
1. Merger . Subject to
the terms and conditions hereinafter set forth, Global Delaware
shall be merged with and into Global Nevada, with Global Nevada to
be the surviving corporation in the merger (the “
Merger ”). The Merger shall be effective on the later
of the date and time (the “ Effective Time ”)
that a properly executed certificate of merger consistent with the
terms of this Plan and Section 252 of the Delaware General
Corporation Law (the “ DGCL ”) is
filed
with the Secretary of State of Delaware or articles of merger are
filed with the Secretary of the State of Nevada as required by
Section 92A.200 of the Nevada Revised Statutes (the “
NRS ”).
2. Principal Office of
Global Nevada . The address of the principal office of Global
Nevada is 252 School Street, Howard, Pennsylvania 16841, with a
mailing address at P.O. Box 442, 252 School Street, Howard,
Pennsylvania 16841.
3. Corporate Documents .
The Articles of Incorporation of Global Nevada, as in effect
immediately prior to the Effective Time, shall continue to be the
Articles of Incorporation of Global Nevada as the surviving
corporation without change or amendment until further amended in
accordance with the provisions thereof and applicable law. The
Bylaws of Global Nevada, as in effect immediately prior to the
Effective Time, shall continue to be the Bylaws of Global Nevada as
the surviving corporation without change or amendment until further
amended in accordance with the provisions thereof and applicable
law.
4. Directors and
Officers . The directors and officers of Global Delaware at the
Effective Time shall be and become directors and officers, holding
the same titles and positions, of Global Nevada at the Effective
Time, and after the Effective Time shall serve in accordance with
the Bylaws of Global Nevada.
5. Succession . At the
Effective Time, Global Nevada shall succeed to Global Delaware in
the manner of and as more fully set forth in Section 259 of
the DGCL and in Section 92A.250 of the NRS.
6. Further Assurances .
From time to time, as and when required by Global Nevada or by its
successors and assigns, there shall be executed and delivered on
behalf of Global Delaware such deeds and other instruments, and
there shall be taken or caused to be taken by it such further and
other action, as shall be appropriate or necessary in order to vest
or perfect in or to confer of
