Attached files
file | filename |
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S-1/A - S-1/A - CTPARTNERS EXECUTIVE SEARCH INC. | l40449csv1za.htm |
EX-21 - EX-21 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv21.htm |
EX-3.1 - EX-3.1 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv3w1.htm |
EX-3.2 - EX-3.2 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv3w2.htm |
EX-10.1 - EX-10.1 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv10w1.htm |
EX-10.7 - EX-10.7 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv10w7.htm |
EX-10.8 - EX-10.8 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv10w8.htm |
EX-23.2 - EX-23.2 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv23w2.htm |
Exhibit 2.1
PLAN OF CONVERSION
THIS PLAN OF CONVERSION (the Plan) is hereby adopted by CTPartners Executive Search
LLC, a Delaware limited liability company (the Company), to set forth the terms,
conditions, and procedures governing the conversion of the Company from a Delaware limited
liability company to a Delaware corporation to be named CTPartners Executive Search Inc.
(CTP).
RECITALS:
A. The Company was formed under the name Christian & Timbers LLC on September 18, 2003 by the
filing of a certificate of formation with the Delaware Secretary of States Office. The Company
changed its name to CTPartners Executive Search LLC on April 17, 2007. Under the terms of the
Companys Limited Liability Company Agreement, as amended (the LLC Agreement), the
Company is managed by its Board of Managers (the Board).
B. A conversion of a Delaware limited liability company into a Delaware corporation is allowed
under Section 18-216 of the Delaware Limited Liability Company Act (the DLLCA) and
Section 265 of the Delaware General Corporation Law (the DGCL).
C. The Board has unanimously approved the conversion of the Company into CTP (the
Conversion) and the terms of this Plan to facilitate the initial public offering (the
IPO) of CTPs common stock, par value $0.001 per share.
NOW, THEREFORE, the Company does hereby adopt this Plan to effectuate the Conversion as
follows:
1. Conversion.
(a) Upon the terms and subject to the conditions of this Plan, immediately before the
consummation of the IPO, the Company shall cause to be filed with the Secretary of State of the
State of Delaware: (i) a certificate of conversion in the form of Exhibit A attached
hereto (the Certificate of Conversion) providing for the Conversion, and (ii) together
with the Certificate of Conversion, a certificate of incorporation of CTP in the form of
Exhibit B attached hereto (the Certificate of Incorporation). The Conversion
shall become effective at the time of the filing of the Certificate of Conversion (the
Effective Time). All references to the Company from and after the Effective Time shall
mean CTP.
(b) The Conversion shall have the effects set forth under the DLLCA and DGCL. Without
limiting the generality of the foregoing, and subject thereto, upon the Effective Time, all of the
rights, privileges and powers of the Company, and all property, real, personal and mixed, and all
debts due to the Company, as well as all other things and causes of actions belonging to the
Company, shall be vested in, and be the property of, CTP, and the title to any real property vested
by deed or otherwise in the
Company shall not revert or be in any way impaired, but all rights of creditors and all liens
upon any property of the Company shall be preserved unimpaired, and all debts, liabilities and
duties of the Company shall remain attached to CTP and may be enforced against it to the same
extent as if said debts, liabilities and duties had originally been incurred or contracted by it in
its capacity as a Delaware corporation. The rights, privileges, powers and interest in property of
the Company, as well as the debts, liabilities and duties of the Company, shall not be deemed, as a
consequence of the Conversion, to have been transferred to CTP for any purpose of the laws of the
State of Delaware. The Company shall not be required to wind up its affairs or pay its liabilities
and distribute its assets, and the Conversion shall not be deemed to constitute a dissolution of
the Company and shall constitute a continuation of the existence of the Company in the form of a
Delaware corporation.
(c) At the Effective Time, the Bylaws of CTP shall be as set forth on Exhibit C
attached hereto until thereafter amended in accordance with the applicable provisions of the DGCL.
(d) At the Effective Time, automatically by virtue of the Conversion and without any further
action of any party, the outstanding Units issued under the LLC Agreement shall be canceled and
extinguished and converted into validly issued, fully paid, and non-assessable shares of common
stock, par value $0.001 per share, of CTP as set forth on Exhibit D. CTP shall not issue
fractional shares with respect to the Conversion. Any fractional share of CTPs common stock that
would otherwise be issued as a result of the Conversion will be rounded up to the nearest whole
share. All outstanding Units of the Company when converted as provided in this subparagraph (d)
shall no longer be outstanding and shall automatically be canceled and the former holders thereof
shall cease to have any rights with respect thereto.
(e) As of the Effective Time, the LLC Agreement shall be terminated and of no further force or
effect, and no party shall have any further rights, duties or obligations pursuant to the LLC
Agreement, except that with respect to tax matters relating to periods of the Company ending before
the Effective Time, Sections 8 and 9 of the LLC Agreement shall survive past the Effective Time.
Notwithstanding the foregoing, the termination of the LLC Agreement shall not relieve any party
thereto from any liability arising in connection with any breach by such party of the LLC
Agreement.
2. U.S. Federal Tax Consequences. The Conversion will be treated, for U.S. federal
income tax purposes, as if the Company transferred its assets to CTP for shares of CTPs common
stock pursuant to an exchange described in Section 351 of the Internal Revenue Code of 1986, as
amended, followed by a distribution of the shares of CTPs common stock to the members of the
Company in liquidation of the Company, as described in Rev. Rul. 2004-59.
3. Further Assurances. If, at any time after the Effective Time, CTP shall determine
or be advised that any deeds, bills of sale, assignments, agreements, documents, assurances, or any
other acts or things are necessary, desirable or proper, consistent with the terms of this Plan, to
vest, perfect or confirm, of record or otherwise,
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in CTP its right, title or interest in, to or under any of the rights, privileges, immunities,
powers, purposes, franchises, properties or assets of the Company, or to otherwise carry out the
purposes of this Plan, CTP and its proper officers and directors (or their designees), are hereby
authorized to execute and deliver, in the name and on behalf of the Company, all such deeds, bills
of sale, assignments, agreements, documents and assurances and do, in the name and on behalf of the
Company, all such other acts and things necessary, desirable or proper to vest, perfect or confirm,
of record or otherwise, in CTP its right, title or interest in, to or under any of the rights,
privileges, immunities, powers, purposes, franchises, properties or assets of the Company, or to
otherwise carry out the purposes of this Plan and the Conversion.
4. Amendment, Termination or Deferral. Notwithstanding any prior approval by the
Companys members of this Plan, at any time before the Effective Time, (a) this Plan may be
terminated and the Conversion may be abandoned by action of the Board of the Company, (b) the
consummation of the Conversion may be deferred for a reasonable period of time if, in the opinion
of the Board of the Company, such action would be in the best interest of the Company and its
members, and (c) this Plan may be amended by the Board, if, in the opinion of the Board of the
Company, such amendment would be in the interest of the Company and its members. In the event of
termination of this Plan, this Plan shall become void and of no effect and there shall be no
liability on the part of the Company or its Board or members with respect thereto. This Plan and
the transactions contemplated hereby (including the Conversion) shall not be consummated until
immediately before the consummation of the IPO.
5. Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon
any person or entity other than as expressly provided herein.
6. Severability. Whenever possible, each provision of this Plan will be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this Plan
is held to be prohibited by or invalid under applicable law, such provisions will be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this
Plan.
7. Governing Law. This Plan shall be governed by and construed under the laws of the
State of Delaware.
IN WITNESS WHEREOF, CTPartners Executive Search LLC has caused this Plan to be executed by its
duly authorized representative as of the date first stated above.
CTPartners Executive Search LLC |
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Title: | ||||
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