Exhibit 3.214
AGREEMENT OF
MERGER
This Agreement of Merger (the
“ Merger Agreement ”) is dated as of the 22nd
day of January’; 2007, by and among Size
Technologies, Inc., a California corporation-. (“
Surviving Corporation ”), First Data Corporation, a
Delaware corporation (“ Parent ”) and FDC Size
Merger Sub, Inc., a California corporation (“
Disappearing Corporation ”). Surviving Corporation,
Parent, and Disappearing Corporation have also entered into that
certain Agreement and Plan of Merger, dated as of January 19,
2007 (the “ Agreement ”).
Surviving Corporation, Parent, and
Disappearing Corporation hereby agree that at the Effective Time
(as defined in this Merger Agreement), Disappearing Corporation
shall merge with and into Surviving Corporation (the “
Merger ”) on the following terms and
conditions:
I.
The Merger will be consummated upon the filing of this Merger
Agreement with the California Secretary of State, in accordance
with the relevant provisions of the California Corporations Code
(the time of filing of this Merger Agreement with the Secretary of
State of California being referred to herein as the “
Effective Time ”).
2.
Upon the terms and subject to the conditions set forth in the
Agreement and this Merger Agreement, at the Effective Time,
Disappearing Corporation shall be merged with and into Surviving
Corporation. Surviving Corporation shall be the surviving
corporation and the separate existence of Disappearing Corporation
shall cease.
3.
At the Effective Time, the articles of incorporation of the
Surviving Corporation shall be as set forth in Exhibit A
attached hereto.
4.
At the Effective Time, the bylaws of the Surviving Corporation
immediately prior to the Merger shall continue to be the bylaws of
the Surviving Corporation after the Effective Time of the Merger
until such time as amended in accordance with the bylaws and
articles of incorporation of the Surviving Corporation.
5.
At the Effective Time, the directors of Disappearing Corporation
immediately prior to the Effective Time shall be the initial
directors of Surviving Corporation, to serve until their respective
successors are duly elected, appointed, and/or
qualified.
6.
At the Effective Time, the officers of Surviving Corporation
immediately prior to the Effective Time shall be the initial
officers of Surviving Corporation, to serve until their successors
are duly elected, appointed and/or qualified.
7.
For purposes hereof:
(a)
“Indebtedness” shall mean (i) all obligations of
Surviving Corporation for borrowed money (including, without
limitation, reimbursement and all other obligations with respect to
surety bonds, letters of credit and bankers’ acceptances,
whether or not matured), (ii) all obligations of Surviving
Corporation evidenced by notes, bonds, debentures or similar
instruments, (iii) all obligations of Surviving Corporation to
pay the deferred purchase price of property or services, except
trade accounts payable and accrued commercial or trade liabilities
arising in the ordinary course of business, (iv) all payments
obligated to be made by Surviving Corporation, whether periodically
or upon the happening of a contingency, under interest rate and
currency swaps, caps, collars and similar contracts or hedging
devices, (v) all obligations created or arising under any
conditional sale or other title retention contract
