Exhibit
2.1
AGREEMENT
AND PLAN OF MERGER
This
AGREEMENT AND PLAN OF MERGER (this “ Agreement
”) is dated this 3 rd
day of
February, 2009, pursuant to the provisions of the General
Corporation Law of Delaware (the “ DGCL ”) and
the Nevada Revised Statutes (the “ NRS ”), by
and between VeruTEK Technologies, Inc., a Nevada corporation (the
“ Company ”), and VeruTEK Technologies, Inc., a
Delaware corporation (the “ Surviving Company
”).
WITNESSETH:
WHEREAS,
the Company is a corporation duly organized and existing under the
laws of the State of Nevada and is authorized to issue 150,000,000
shares of common stock, par value $0.001 per share (the “
Common Stock of the Company ”), and 10,000,000 shares
of preferred stock, par value $0.001 per share;
WHEREAS,
the Surviving Company is a corporation duly organized and existing
under the laws of the State of Delaware, is a wholly owned
subsidiary of the Company and, as of the Effective Date (as defined
below), will be authorized to issue 150,000,000 shares of common
stock, par value $0.001 per share (the “ Common Stock of
the Surviving Company ”), and 10,000,000 shares of
preferred stock, par value $0.001 per share;
WHEREAS,
the Company desires to merge itself into the Surviving
Company;
WHEREAS,
the Surviving Company desires that the Company be merged into the
Surviving Company; and
WHEREAS,
each of the Boards of Directors of the Company and the Surviving
Company has adopted resolutions approving the Merger (as defined
below) upon the terms and conditions set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the foregoing premises and the
undertakings herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.
Merger . On the Effective Date, the
Company shall be merged into the Surviving Company pursuant to the
provisions of the DGCL and the NRS. The Surviving
Company shall survive the Merger and shall continue to be governed
by the laws of the State of Delaware. The separate
corporate existence of the Company shall cease forthwith upon the
Effective Date. The registered agent and address of the
registered office of the Surviving Company in Delaware will be
Corporation Service Company, 2711 Centerville Road, Wilmington,
Delaware 19808. The merger of the Company into the
Surviving Company shall herein be referred to as the “
Merger .”
2.
Stockholder Approval . As soon as
practicable after the execution of this Agreement, the Company and
the Surviving Company shall, if necessary under the DGCL and the
NRS, submit this Agreement to their respective stockholders for
approval (the “ Stockholder Approvals
”).
3.
Closing Conditions . The obligations of
the Company and the Surviving Company to consummate the Merger are
subject to (i) receipt of the Stockholder Approvals, (ii)
expiration of the time period provided by the NRS for stockholders
of the Company to properly exercise dissenters’ rights with
respect to the Merger (the “ Expiration Date ”)
and (iii) no holders of shares of Common Stock of the Company
having properly exercised dissenters’ rights with respect to
the Merger as of the Expiration Date.
4.
Effective Date . As soon as practicable
after the satisfaction or waiver of the last of the conditions set
forth in Section 3, duly authorized officers of the Company and the
Surviving Company shall execute Articles of Merger and a
Certificate of Merger and shall cause such documents to be filed
with the Secretary of State of the State of Nevada and the
Secretary of State of the State of Delaware, respectively, in
accordance with the NRS and the DGCL. The effective date
of the Merger (the “ Effective Date ”) shall be
the date on which the Merger becomes effective under the NRS or the
date on which the Merger becomes effective under the DGCL,
whichever occurs later.
5.
Common Stock of the Company . On the
Effective Date, by virtue of the Merger and without any action on
the part of the holders thereof, each share of Common Stock of the
Company issued and outstanding immediately prior thereto shall
cease to exist and shall be changed and converted into one fully
paid and non-assessable share of Common Stock of the Surviving
Company. The stockholders of the Company are entitled to
dissenters’ rights under Section 92A.300 through Section
92A.500 of the NRS.
6.
Common Stock of the Surviving Company .
On the Effective Date, by virtue of the Merger and
without any action on the part of the holder thereof, each share of
Common Stock of the Surviving Company owned by the Company
immediately prior to the Effective Date shall, by virtue of the
Merger and without any action on the part of the holder thereof,
cease to be outstanding, be cancelled and retired without payment
of any consideration and cease to exist.
7.
Options . Each option to acquire shares of Common
Stock of the Company outstanding immediately before the Effective
Date of the Merger shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into and
become an equivalent option to acquire, upon the same terms and
conditions, including the original vesting schedule, the number of
shares of Common Stock of the Surviving Company that is equal
to
