Agreement and Plan of Merger between T-NETIX, Inc. (Colorado) and T-NETIX, Inc. (Delaware)

Summary

This agreement outlines the merger of T-NETIX, Inc., a Colorado corporation, into its wholly-owned subsidiary, T-NETIX, Inc., a Delaware corporation. All shares of the Colorado company will be converted into shares of the Delaware company on a one-for-one basis, and the Delaware company will assume all liabilities and obligations. The Delaware company's certificate of incorporation, bylaws, and current directors and officers will remain unchanged. The merger is intended to consolidate the companies under Delaware law, with all necessary actions authorized to complete the process.

EX-2.1 3 d91541ex2-1.txt AGREEMENT & PLAN OF MERGER EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER OF T-NETIX, INC. (A Colorado corporation) INTO T-NETIX, INC. (A Delaware corporation) FIRST: T-NETIX, Inc., a corporation organized under the laws of the State of Colorado (the "Merging Corporation"), shall merge with and into its wholly-owned subsidiary, T-NETIX, Inc., a corporation organized under the laws of the State of Delaware (the "Surviving Corporation"), and the Surviving Corporation shall assume the liabilities and obligations of the Merging Corporation. SECOND: The presently issued and outstanding shares of capital stock of the Merging Corporation shall be converted on a one-for-one basis into shares of the capital stock, of the same class and series of the Surviving Corporation. THIRD: The presently issued and outstanding shares of the common stock, $0.01 par value, of the Surviving Corporation, issued to the Merging Corporation, shall be cancelled. FOURTH: The authorized capital of the Surviving Corporation shall remain unchanged following the merger. FIFTH: The Certificate of Incorporation of the Surviving Corporation, shall remain the Certificate of Incorporation of the Surviving Corporation. SIXTH: The by-laws of the Surviving Corporation shall remain the by-laws of the Surviving Corporation. SEVENTH: The directors and officers of the Surviving Corporation shall remain the directors and officers of the Surviving Corporation and shall serve until their successors are elected and have qualified. EIGHTH: The officers of each corporation party to the merger shall be and hereby are authorized to do all acts and things necessary and proper to effect the merger. IN WITNESS WHEREOF, the undersigned have executed and delivered this Plan of Merger as of the _______ day of _______________, 2001. T-NETIX, INC. (a Colorado corporation) By: -------------------------------------- Attest: By: --------------------------- T-NETIX, INC. (a Delaware corporation) By: -------------------------------------- Attest: By: ---------------------------