Exhibit 10.15
PLAN OF MERGER
OF
LOGILITY, INC.
WITH AND INTO
ASI ACQUISITION,
INC.
THIS PLAN OF MERGER (the
“Plan”) of ASI Acquisition, Inc., a Georgia corporation
(“ASI Acquisition”), and Logility, Inc., a Georgia
corporation (“Logility”) (collectively, the
“Constituent Corporations”), is effective as of
July 6, 2009, the date on which this Plan was
approved.
WITNESSETH:
WHEREAS, American Software, Inc.
(“ASI”), a Georgia corporation, owns at least ninety
percent (90%) of the outstanding shares of common stock of
Logility and one hundred percent (100%) of the outstanding
shares of common stock of ASI Acquisition, and ASI is therefore
deemed to be the “parent corporation” of each of
Logility and ASI Acquisition as “subsidiary
corporations” within the meaning of Section 14-2-1104 of
the Georgia Business Corporation Code (the “Georgia
Code”); and
WHEREAS, Section 14-2-1104 of
the Georgia Code authorizes the merger of a subsidiary corporation
into a parent corporation or another subsidiary corporation without
the approval of the Board of Directors or shareholders of the
merged subsidiary; and
WHEREAS, the respective Boards of
Directors of ASI and ASI Acquisition deem it advisable and in the
best interest of each of the Constituent Corporations and their
shareholders that Logility merge with and into ASI Acquisition;
and
WHEREAS, the respective Boards of
Directors of ASI and ASI Acquisition and ASI as the sole
shareholder of ASI Acquisition have approved the merger and this
Plan by unanimous written consent, pursuant to Sections 14-2-821
and 14-2-704 of the Georgia Code.
NOW, THEREFORE, BE IT RESOLVED, that
the terms and conditions of the merger and the mode of carrying the
same into effect are and shall be as follows:
SECTION 1
CONSTITUENT
CORPORATIONS
1.1 ASI Acquisition, a corporation
organized under the laws of the State of Georgia, has authorized
capital stock consisting of 1,000 shares of common stock having no
par value (“ASI Acquisition Common Stock”), of which
all 1,000 shares are issued and outstanding.
1.2 Logility, a corporation
organized under the laws of the State of Georgia, has authorized
capital stock consisting of 20,000,000 shares of common stock
having no par value (“Logility Common Stock”), of which
13,239,145 shares are issued and outstanding, and 2,000,000 shares
of preferred stock having no par value, of which no shares are
issued and outstanding
SECTION 2
MERGER
2.1 As of the Effective Time (as
defined below), Logility shall be merged with and into ASI
Acquisition pursuant to Section 14-2-1104 of the Georgia Code,
with ASI Acquisition subsequent to such merger being referred to in
this Plan as the “Surviving Corporation,” and the
merger shall in all respects have the effect provided for in
Section 14-2-1106 of the Georgia Code.
2.2 Without limiting the foregoing,
as of and after the Effective Time, the separate existence of
Logility shall cease and, in accordance with the terms of this
Plan, the title to all real estate and other tangible and
intangible property owned by Logility shall be vested in ASI
Acquisition without reversion or impairment; ASI Acquisition shall
have all liabilities of each of the Constituent Corporations; and
any proceeding pending against any Constituent Corporation may be
continued as if the merger did not occur or the Surviving
Corporation may be substituted in its place.
2.3 As of the Effective Time,
without the need for any further approval or action, the Articles
of Incorporation of the Surviving Corporation shall be amended to
change the name of the Surviving Corporation from ASI Acquisition
to Logility, Inc., pursuant to Section 14-2-1106(a)(5) of the
Georgia Code.
2.4 Prior to and after the Effective
Time, the Constituent Corporations shall take all such action as
may be necessary or appropriate in order to effectuate the merger.
If at any time the Surviving Corporation shall consider or be
advised that any further assignments or assurances in law or any
other actions are necessary, appropriate or desirable to vest in
ASI Acquisition, according to the terms of this Plan, the title to
any property or rights of Logility, the last acting directors or
officers of Logility and/or the corresponding directors or officers
of the Surviving Corporation shall and will execute and make all
such proper assignments and assurances and take all action
necessary and proper to vest title in such property or rights in
the Surviving Corporation, and otherwise to carry out the purposes
of this Plan.
SECTION 3
TERMS OF
TRANSACTION
3.1 As of the Effective Time, each
share of Logility Common Stock outstanding and owned of record by
ASI immediately prior to the Effective Time shall be cancelled and
retired and no cash or securities or other property
