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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 c
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