Exhibit 2.1
FORM OF AGREEMENT AND PLAN OF
MERGER
This AGREEMENT AND PLAN OF MERGER is dated as of December 15, 2006
(this “Agreement”) by and among SI International
Telecom Corporation (“Telecom”), a Delaware
corporation, SI International Engineering, Inc.
(“Engineering”), a Colorado corporation and SI
International, Inc. (“SI International”), a Delaware
corporation.
RECITALS
A. Telecom is a corporation
duly organized and existing under the laws of the State of
Delaware. Engineering is a corporation duly organized and
existing under the laws of the State of Colorado and SI
International is a corporation duly organized and existing under
the laws of the State of Delaware.
B. The Common Stock of Telecom
is owned by SI International, and the Participating Preferred Stock
of Telecom is owned by Engineering. Engineering is a wholly
owned subsidiary of SI International.
C. The respective boards of
directors of Telecom, Engineering and SI International have been
duly advised of the terms and conditions of this Agreement, have
determined that it is advisable and in the best interests of each
corporation that each of Engineering and Telecom merge with and
into SI International (the “Merger”) and, by
resolutions duly adopted, have authorized, approved and adopted
this Agreement and the Merger. Engineering and SI
International, as the stockholders of Telecom, have also
authorized, approved and adopted this Agreement and the Merger by
written consent without a meeting.
D. The Merger will take place
in two parts. The first merger (“First Merger”)
will result in Engineering being merged into SI
International. The second merger (“Second
Merger”) will result in Telecom being merged into SI
International.
NOW, THEREFORE, Telecom, Engineering and SI International hereby
agree as follows:
ARTICLE I
THE MERGERS
Section 1.01 The First
Merger. The First Merger will be upon the terms and subject to
the conditions of this Agreement, and in accordance with the
relevant provisions of the Delaware General Corporation Law (the
“DGCL”) and the Colorado Business Corporation Act (the
“CBCA”). Engineering will merge with and into SI
International upon the First Effective Time, as defined in this
Agreement. SI International will be the surviving corporation
in the First Merger (the “Surviving
Corporation”). Upon the First Effective Time, the
separate existence of Engineering will cease, and the Surviving
Corporation will succeed, without other transfer, to all of the
rights and property of Engineering, and will be subject to all of
the debts and liabilities of Engineering, as provided for in
Section 259 of the DGCL and Section 7-90-203 (4)(b) of the
CBCA. On and after the First Effective Time, the Surviving
Corporation will carry on its business with the assets of
Engineering, as well as with the assets of the Surviving
Corporation.
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Section 1.02 The Second
Merger. The Second Merger is conditioned and contingent upon
and will occur immediately after the First Merger is
completed. Upon the terms and subject to the conditions of
this Agreement, and in accordance with the relevant provisions of
the DGCL, Telecom will merge with and into SI International upon
the Second Effective Time, as defined in this Agreement. SI
International will be the surviving corporation in the Second
Merger (the “Surviving Corporation”). Upon the
Second Effective Time, the separate existence of Telecom will
cease, and the Surviving Corporation will succeed, without other
transfer, to all of the rights and property of Telecom, and will be
subject to all of the debts and liabilities of Telecom, as provided
for in Section 259 of the DGCL. On and after the Second
Effective Time, the Surviving Corporation will carry on its
business with the assets of Telecom, as well as with the assets of
the Surviving Corporation.
Section 1.03 First
Effective Time . As soon as practicable following the
satisfaction or waiver of the conditions set forth in Article II,
the First Merger will be consummated by filing a certificate of
merger (the “Certificate of Merger”) with the Secretary
of State of the State of Delaware in accordance with the DGCL and
with the Secretary of State of the State of Colorado in accordance
with the CBCA.. The First Merger will become effective when the
Certificate of Merger is filed or such later time as is set forth
in the Certificate of Merger. The time when the First Merger
becomes effective is called the “First Effective
Time”.
Section 1.04 Second
Effective Time. As soon as practicable following the
satisfaction or waiver of the conditions set forth in Article II
and after the completion of the First Merger, the Second Merger
will be consummated by filing a certificate of merger
(the
