{"id":43028,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-asiainfo-holdings-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-asiainfo-holdings-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-asiainfo-holdings-inc.html","title":{"rendered":"Agreement and Plan of Merger &#8211; AsiaInfo Holdings Inc."},"content":{"rendered":"<pre>\n                         AGREEMENT AND PLAN OF MERGER\n\n     THIS AGREEMENT AND PLAN OF MERGER dated as of June 8, 1998 (the\n'Agreement'), is entered into by and among ASIAINFO HOLDINGS, INC. a Delaware\ncorporation ('DELCORP') and ASIAINFO HOLDINGS, INC., a Texas corporation\n('TEXCORP').\n\n                                   Recitals\n\n     A.   The respective Boards of Directors of TEXCORP and DELCORP have\napproved the business combination transaction provided for herein in which\nTEXCORP would merge with and into DELCORP (the 'Merger') on the terms and\nsubject to the conditions set forth in this Agreement in order to change\nTEXCORP's place of organization from Texas to Delaware.\n\n     B.   Pursuant to the Merger, each issued and outstanding share of TEXCORP\nStock (as defined below) will be converted into the right to receive the Merger\nConsideration (as defined below).\n\n     C.   For Federal income tax purposes, it is intended that the Merger shall\nqualify as a reorganization within the meaning of Section 368(a)(1)(F) of the\nInternal Revenue Code of 1986, as amended (the 'Code').\n\n                                   Agreement\n\n     NOW, THEREFORE, in consideration of the premises and of the mutual\ncovenants contained herein, the parties hereby agree as follows:\n\n                            ARTICLE I - DEFINITIONS\n\n     Capitalized terms used in this Agreement are used as defined in this\nArticle I or elsewhere in this Agreement.\n\n     'Closing' has the meaning set forth in Section 2.02.\n\n     'Closing Date' has the meaning set forth in Section 2.02.\n\n     'DELCORP Common Stock' means shares of the ASIAINFO HOLDINGS, INC.'s, a\nDelaware Corporation, Common Stock, $.01 par value.\n\n     'DELCORP Preferred Stock' means shares of ASIAINFO HOLDINGS, INC.'s, a\nDelaware Corporation, Preferred Stock, $.01 par value.\n\n     'DGCL' means the Delaware General Corporation Law, as amended.\n\n     'Effective Time' has the meaning set forth in Section 2.03.\n\n \n     'Merger Consideration' means, in respect of each share of (i) TEXCORP\nCommon Stock, the right to receive one (1) fully-paid and nonassessable share of\nDELCORP Common Stock; and (ii) TEXCORP Preferred Stock, the right to receive one\n(1) fully paid and nonassessable share of DELCORP Preferred stock.\n\n     'Surviving Corporation' means, upon effectiveness of the Merger, DELCORP.\n\n     'TBCA' means the Texas Business Corporation Act, as amended.\n\n     'TEXCORP Common Stock' means ASIAINFO HOLDINGS, INC.'s, a Texas\nCorporation, Common Stock, $.01 par value.\n\n     'TEXCORP Preferred Stock' means ASIAINFO HOLDINGS, INC.'s, a Texas\nCorporation, Preferred Stock, $.01 par value.\n\n                            ARTICLE II - THE MERGER\n\n     2.01 The Merger.  Upon the terms and subject to the conditions set forth\nin this Agreement, and in accordance with the DGCL and TBCA, TEXCORP shall be\nmerged with and into DELCORP at the Effective Time of the Merger.  Following the\nMerger, the separate corporate existence of TEXCORP shall cease and DELCORP\nshall continue as the surviving corporation and shall succeed to and assume all\nthe rights and obligations of TEXCORP in accordance with the DGCL and TBCA.\n\n     2.02 Closing.  The Closing of the Merger (the 'Closing') will take\nplace at TEXCORP's principal office at 10:00 a.m. on the date hereof or another\na date to be mutually agreed upon between the parties (the date of the Closing\nbeing referred to herein as the 'Closing Date').  At the Closing (a) the\nCertificates required by Article III shall be delivered, (b) the appropriate\nofficers of TEXCORP and DELCORP shall execute and acknowledge the Certificate of\nMerger (as described below), and (c) the parties shall take such further action\nas is required to consummate the transactions described in this Agreement and\nthe Certificate of Merger.\n \n     2.03 Effective Time.  As soon as practicable on or after the Closing\nDate, the parties shall file a certificate of merger substantially in the form\nof Exhibit A hereto (the 'Certificate of Merger') executed in accordance with\nthe relevant provisions of the DGCL and TBCA and shall make all other filings or\nrecordings required under the DGCL and TBCA.  The Merger shall become effective\nupon the last to occur of the filing of the Certificate of Merger with the\nDelaware Secretary of State or the Texas Secretary of State (the time the Merger\nbecomes effective being the 'Effective Time' of the Merger).\n\n     2.04 Effects of the Merger.  The Merger shall have the effects set\nforth in Section 259 of the DGCL and Section 5.06 of the TBCA.\n\n     2.05 Certificate of Incorporation and By-laws.\n\n          (a)  The Certificate of Incorporation of DELCORP as in effect at the\nEffective Time shall be the Certificate of Incorporation of the Surviving\nCorporation until thereafter changed or amended as provided therein or by\napplicable law.\n\n          (b)  The By-laws of DELCORP as in effect at the Effective Time of the\nMerger shall be the By-laws of the Surviving Corporation until thereafter\nchanged or amended as provided therein or by applicable law.\n\n                                       2\n\n \n     2.06 Directors.  The directors of TEXCORP at the Effective Time of the\nMerger shall be the directors of the Surviving Corporation until the earlier of\ntheir resignation or removal or until their respective successors are duly\nelected and qualified, as the case may be.\n\n     2.07 Officers.  The officers of TEXCORP at the Effective Time of the\nMerger shall be the officers of the Surviving Corporation until the earlier of\ntheir resignation or removal or until their respective successors are duly\nelected and qualified, as the case may be.\n\n                ARTICLE III - EFFECT OF MERGER ON CAPITAL STOCK\n                   OF THE PARTIES; EXCHANGE OF CERTIFICATES\n\n     3.01 Effect on Capital Stock.  As of the Effective Time of the Merger,\nby virtue of the Merger and without any action on the part of the holder of any\nshares of capital stock of TEXCORP or any shares of capital stock of DELCORP the\nfollowing shall occur:\n\n          (a)  Conversion of TEXCORP Stock.  Each share of TEXCORP Common and\nPreferred Stock issued and outstanding as of the Effective Time of the Merger\nshall be converted into the right to receive the Merger Consideration.  As of\nthe Effective Time of the Merger, all shares of TEXCORP Common and Preferred\nStock shall no longer be outstanding and shall automatically be canceled and\nretired and shall cease to exist, and each holder of a certificate representing\nany shares of TEXCORP Common or Preferred Stock shall cease to have any rights\nwith respect thereto, except the right to receive the Merger Consideration in\nexchange therefor.\n\n          (b)  Cancellation of Treasury Stock.  All shares of TEXCORP Common and\nPreferred Stock, if any, that are owned as treasury stock as of the Effective\nTime of the Merger shall be canceled and retired and shall cease to exist and no\ncapital stock of DELCORP or other consideration shall be delivered in exchange\ntherefor.\n\n          (c)  DELCORP Stock Held by TEXCORP. All shares of DELCORP capital\nstock, if any, owned by TEXCORP immediately before the Effective Time shall, by\nvirtue of the Merger and as of the Effective Time, cease to exist and all\ncertificates representing such shares shall be surrendered by TEXCORP for\ncancellation.\n\n     3.02 Exchange of Certificates; Payment of Merger Consideration. Each holder\nof record of a certificate or certificates that immediately prior to the\nEffective Time of the Merger represented issued and outstanding shares of\nTEXCORP Common or Preferred Stock (the 'Certificates') whose shares were\nconverted into the right to receive the Merger Consideration pursuant to Section\n3.01 shall surrender such Certificates for cancellation to DELCORP, duly\nexecuted, and immediately following the Effective Time. DELCORP shall issue to\nsuch holder in exchange therefor a certificate representing the number of shares\nof DELCORP Common or Preferred Stock that such holder has the right to receive\npursuant to the provisions of Section 3.01. Upon payment of the Merger\nConsideration, the Certificates so surrendered shall forthwith be canceled.\n\n     3.03 Shareholder Approval. To the extent required under the TBCA and DGCL,\neach party, acting through its respective Board of Directors, shall as soon as\npracticable after the date hereof, duly call, prepare and give written notice\nof, convene and hold a special meeting of its shareholders for the purpose of\nconsidering and taking action upon this Agreement and all transactions\ncontemplated hereby; provided, however, that such shareholder action may be\ntaken pursuant to a written consent in lieu of a special meeting.\n\n                                       3\n\n \n     3.04 Fees and Franchise Taxes. DELCORP shall be responsible for the payment\nof all fees and franchise taxes and will be obligated to pay such fees and\nfranchise taxes if the same are not timely paid.\n\n                        [Signatures on Following Page]\n\n                                       4\n\n \n     EXECUTED  as of the date first written above.\n\n                                   DELCORP:                           \n                                                                      \n                                   ASIAINFO HOLDINGS, INC.            \n                                   a Delaware corporation             \n                                                                      \n                                                                      \n                                   By:  \/s\/ Edward S. Tian\n                                        ------------------------------\n                                        EDWARD S. TIAN, President           \n                                                                      \n                                                                      \n                                   TEXCORP:                           \n                                                                      \n                                   ASIAINFO HOLDINGS, INC.            \n                                   a Texas corporation                \n                                                                      \n                                                                      \n                                   By:  \/s\/ Edward S. Tian\n                                        ------------------------------\n                                        EDWARD S. TIAN, President           \n\n                                       5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6771],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9626],"class_list":["post-43028","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-asiainfo-holdings-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43028","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43028"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43028"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43028"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43028"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}