{"id":43083,"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-law-office-information-systems.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-law-office-information-systems","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-law-office-information-systems.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Law Office Information Systems Inc. and Loislaw.com Inc."},"content":{"rendered":"<pre>                                   \n                         AGREEMENT AND PLAN OF MERGER\n                         ----------------------------\n\n     This AGREEMENT AND PLAN OF MERGER (this 'Agreement'), executed as of the\n16th day of June, 1999, by and between Law Office Information Systems, Inc., an\nArkansas corporation ('LOIS (Arkansas)'), and Loislaw.com, Inc., a Delaware\ncorporation ('Loislaw.com');\n\n                             W I T N E S S E T H:\n                             ------------------- \n\n     WHEREAS, Loislaw.com is a wholly-owned subsidiary of LOIS (Arkansas); and\n\n     WHEREAS, it is in the best interests of LOIS (Arkansas) and Loislaw.com\nthat LOIS (Arkansas) be merged with and into Loislaw.com in accordance with the\nlaws of the State of Arkansas and the laws of the State of Delaware;\n\n     NOW, THEREFORE, in consideration of the premises, mutual covenants,\nconditions, terms and provisions set forth in this Agreement, LOIS (Arkansas)\nand Loislaw.com do hereby agree as follows:\n\n                                   ARTICLE I\n                           MERGER OF LOIS (Arkansas)\n                           WITH AND INTO LOISLAW.COM\n\n     LOIS (Arkansas) will be merged with and into Loislaw.com in accordance\nwith, as applicable, Section 4-27-1101 of the Arkansas Business Corporation Act\nand Section 252 of the Delaware General Corporation Law, with the effective date\n(the 'Effective Date') of such merger (the 'Merger') to be 10:00 a.m. central\nstandard time on June 16, 1999.  Loislaw.com will be the surviving corporation\nin the Merger (the 'Surviving Corporation,' whenever reference is made to it as\nof the Effective Date or thereafter), and will continue both (i) to use its\npresent corporate name and (ii) to be governed by and incorporated in accordance\nwith the laws of the State of Delaware.\n\n                                  ARTICLE II\n                               EFFECT OF MERGER\n\n     The Merger shall in all respects have the effects provided for in Section\n4-27-1106 of the Arkansas Business Corporation Act and Section 259 of the\nGeneral Corporation Law of the State of Delaware, with all rights and\nobligations of LOIS (Arkansas) being allocated to the Surviving Corporation.\nWithout limiting the generality of the foregoing, in addition to the effects\nhereinafter set forth, on the Effective Date, the separate existence of LOIS\n(Arkansas) will cease and the Surviving Corporation (the separate corporate\nexistence and corporate name of which shall continue unimpaired by the Merger)\nwill immediately (i) succeed, without other transfer, to all of the assets,\nproperties, rights and claims of LOIS (Arkansas) and (ii) be subject to all of\nthe debts, duties, obligations and liabilities of LOIS (Arkansas) in the same\nmanner and to the same extent as if such had been incurred by the Surviving\nCorporation itself.  Neither the rights of creditors with respect\nto LOIS (Arkansas) nor any liens upon the assets or properties of LOIS\n(Arkansas) will be impaired \n\n \nby the Merger. Any lawsuit, proceeding or claim pending or existing by or\nagainst LOIS (Arkansas) may be prosecuted or continued as if the Merger had not\noccurred or, alternatively, the Surviving Corporation may be substituted for\nLOIS (Arkansas) with respect to any such lawsuit, proceeding or claim.\n\n                                  ARTICLE III\n                              TREATMENT OF SHARES\n\n     On the Effective Date:\n                  \n         (i)   Each share of common stock, par value $.001 per share, of LOIS\n     (Arkansas) (the 'LOIS (Arkansas) Common Stock') that is issued and\n     outstanding immediately prior to the Effective Date shall by virtue of the\n     Merger be changed and converted into one fully paid and nonassessable share\n     of Loislaw.com common stock, par value $.001 per share (the 'Loislaw.com\n     Common Stock');\n\n         (ii)  Each share of Series A Convertible Preferred Stock, par value\n     $.001 per share, of LOIS (Arkansas) (the 'LOIS (Arkansas) Series A\n     Preferred Stock') that is issued and outstanding immediately prior to the\n     Effective Date shall by virtue of the Merger be changed and converted into\n     one fully paid and nonassessable share of Loislaw.com Series A Convertible\n     Preferred Stock, par value $.001 per share (the 'Loislaw.com Series A\n     Preferred Stock');\n\n         (iii) Each share of Series B Redeemable Preferred Stock, par value\n     $.001 per share, of LOIS (Arkansas) (the 'LOIS (Arkansas) Series B\n     Preferred Stock') that is issued and outstanding immediately prior to the\n     Effective Date shall by virtue of the Merger be changed and converted into\n     one fully paid and nonassessable share of Loislaw.com Series B Redeemable\n     Preferred Stock, par value $.001 per share (the 'Loislaw.com Series B\n     Preferred Stock');\n\n         (iv)  Each share of Series C Convertible Preferred Stock, par value\n     $.001 per share, of LOIS (Arkansas) (the 'LOIS (Arkansas) Series C\n     Preferred Stock') that is issued and outstanding immediately prior to the\n     Effective Date shall by virtue of the Merger be changed and converted into\n     one fully paid and nonassessable share of Loislaw.com Series C Convertible\n     Preferred Stock, par value $.001 per share (the 'Loislaw.com Series C\n     Preferred Stock');\n\n         (v)   Each stock option and warrant to purchase LOIS (Arkansas) Common\n     Stock that is outstanding immediately prior to the Effective Date shall by\n     virtue of the Merger be changed and converted into an option or warrant, as\n     the case may be, to purchase the same number of shares of Loislaw.com\n     Common Stock at the same exercise price and on the same terms and\n     conditions as in effect at such time; and\n\n         (vi)  Each share of Loislaw.com Common Stock issued and outstanding\n     immediately prior to the Effective Date shall be canceled and retired and\n     shall cease to exist.\n\n                                       2\n\n \n                                  ARTICLE IV\n                            CORPORATE AUTHORIZATION\n\n     This Agreement and the Merger shall be authorized by LOIS (Arkansas) and\nLoislaw.com as provided by the applicable laws of the State of Arkansas and the\nState of Delaware.  If this Agreement is duly authorized and adopted by such\ncorporations, this Agreement shall be executed, filed and recorded in accordance\nwith the laws of the State of Arkansas and the State of Delaware as soon as\npracticable.\n\n                                   ARTICLE V\n                         CERTIFICATE OF INCORPORATION\n\n     The Certificate of Incorporation of Loislaw.com as in effect immediately\nprior to the Effective Date shall be and continue to be the Certificate of\nIncorporation of the Surviving Corporation.\n\n                                  ARTICLE VI\n                        BYLAWS, OFFICERS AND DIRECTORS\n\n     The Bylaws of Loislaw.com, as existing immediately prior to the Effective\nDate, shall continue in full force and effect as the Bylaws of the Surviving\nCorporation, until such Bylaws are thereafter modified, amended or repealed in\naccordance with the laws of the State of Delaware and the applicable provisions\nof such Bylaws. The officers and directors of Loislaw.com immediately prior to\nthe Effective Date shall continue after the Merger to serve as the officers and\ndirectors of the Surviving Corporation, until such time as the successor of each\nsuch officer or director is chosen and qualified or until his or her earlier\ndeath, resignation, retirement, disqualification or removal from office.\n\n                                  ARTICLE VII\n                              SERVICE OF PROCESS\n\n     The Surviving Corporation may be served with process in the State of\nArkansas in any proceeding for enforcement of any obligation of LOIS (Arkansas),\nas well as for enforcement of any obligation of the Surviving Corporation\narising from the Merger, and in any proceeding for the enforcement of the rights\nof dissenting shareholders of LOIS (Arkansas) and it does hereby irrevocably\nappoint the Secretary of State of Arkansas as its agent to accept service of\nprocess in any such suit or other proceeding.  Copies of such process shall also\nbe mailed to: Loislaw.com, Inc., 105 North 28\/th\/ Street, Van Buren, Arkansas\n72956, Attention: President, and to Thompson &amp; Knight, A Professional\nCorporation, 1700 Pacific Avenue, Suite 3300, Dallas, Texas 75201, Attention:\nKenn W. Webb.\n\n                                       3\n\n \n                                 ARTICLE VIII\n                            DISSENTING SHAREHOLDERS\n\n     The Surviving Corporation will promptly pay to any dissenting shareholders\nof LOIS (Arkansas) the amount, if any, to which they shall be entitled under\nSection 4-27-1301 et seq. of the Arkansas Business Corporation Act with respect\nto the rights of dissenting shareholders.\n\n                                  ARTICLE IX\n                                  ABANDONMENT\n\n     At any time prior to the Effective Date of the Merger, this Agreement may\nbe terminated and abandoned by the Board of Directors of either of the\nconstituent corporations to this Agreement, notwithstanding favorable action on\nthe Merger by the shareholders of both or either of such constituent\ncorporations.\n\n\n                                *    *    *   *\n\n                 [Remainder of page intentionally left blank.]\n\n                                       4\n\n \n     IN WITNESS WHEREOF, LOIS (Arkansas) and Loislaw.com have caused this\nAgreement to be executed as of the date first above written.\n\n\n                            LAW OFFICE INFORMATION SYSTEMS, INC.,\n                            an Arkansas corporation\n\n\n                            By: \/s\/ Kyle D. Parker\n                                __________________________________\n                                Kyle D. Parker\n                                Chief Executive Officer\n\n\n\n                            LOISLAW.COM, INC.,\n                            a Delaware corporation\n\n\n                            By: \/s\/ Kyle  D. Parker\n                                ___________________________________\n                                Kyle D. Parker\n                                Chief Executive Officer\n\n                                       5\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8072],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43083","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-loislawcom-inc","corporate_contracts_industries-technology__programming","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\/43083","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=43083"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43083"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43083"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43083"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}