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AGREEMENT AND PLAN OF MERGER
This
Agreement
and Plan of Merger (hereinafter
called the “
Merger Agreement ”)
is made as of January 29, 2008, by and between PubliCARD, Inc., a
Pennsylvania corporation (“
PubliCARD ”),
and Chazak Value Corp., a Delaware corporation (“
Chazak ”).
PubliCARD and Chazak are sometimes referred to herein as the
“
Constituent Corporations .”
Whereas, the
United States Bankruptcy Court for the Southern District of New
York (the “
Bankruptcy Court ”)
has confirmed PubliCARD’s First Amended Plan of
Reorganization (as the same may be modified or amended by the
Bankruptcy Court from time to time, the “
Plan of Reorganization ”);
Whereas, the
Plan of Reorganization provides that PubliCARD will be reorganized
as Chazak under chapter 11 of the United States Bankruptcy
Code;
Whereas, the
Plan of Reorganization provides that, on the effective date of the
plan, the common stock and preferred stock of PubliCARD will be
automatically cancelled without further action, and that holders of
Allowed Interests (as such term is defined in the Plan of
Reorganization) arising under or in connection with
PubliCARD’s common stock or preferred stock will receive, in
exchange for their claims, common stock of Chazak;
Whereas, Chazak
has been incorporated as a wholly-owned subsidiary of
PubliCARD;
Whereas, the
authorized capital stock of PubliCARD consists of (i) 40,000,000
shares of common stock, and (ii) 1,000 shares of preferred
stock;
Whereas, the
authorized capital stock of Chazak consists of 60,000,000 shares of
common stock; and
Whereas, the
officers of PubliCARD, acting pursuant to Sections 6.5(b) and
6.6(d) of the Plan of Reorganization, and the Board of Directors of
Chazak have determined that it is advisable and to the advantage of
said corporations that PubliCARD merge with and into Chazak upon
the terms and subject to the conditions herein
provided.
Now, Therefore, the
parties do hereby adopt and approve this Merger Agreement and do
hereby agree that PubliCARD shall merge with and into Chazak on the
following terms, conditions and other provisions:
A.
Merger. PubliCARD
shall be merged with and into Chazak (the “
Merger ”),
and Chazak shall be the surviving corporation
(the “
Surviving Corporation ”)
effective upon the filing of a certificate of merger with each of
the Delaware Secretary of State and the Pennsylvania Department of
State (the “
Effective Time ”).
B.
Succession. At
the Effective Time, Chazak shall continue its corporate existence
under the laws of the State of Delaware, and the separate existence
and corporate organization of PubliCARD, except insofar as it may
be continued by operation of law, shall be terminated and
cease.
C.
Transfer of Assets. At
the Effective Time, as set forth in and subject to the Plan of
Reorganization, all Assets (as such term is defined in the Plan of
Reorganization) of PubliCARD (including, but not limited to,
PubliCARD’s equity interests in any domestic o
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