Exhibit 2.4
CERTIFICATE OF MERGER
MERGING
ROCKETS ACQUISITION CORP.
WITH AND INTO
THE FOREFRONT GROUP, INC.
___________________________
Pursuant to Section 251 of the
Delaware General Corporation Law
___________________________
The ForeFront Group, Inc., a Delaware corporation ("ForeFront"), DOES
HEREBY CERTIFY AS FOLLOWS:
FIRST: That ForeFront was incorporated on December 6, 1990 pursuant to
the Delaware General Corporation Law (the "DGCL"). Rockets Acquisition Corp.
("Merger Sub") was incorporated on March 4, 1998 pursuant to the DGCL.
SECOND: That an Agreement and Plan of Reorganization, dated as of March
16, 1998, among CBT Group PLC, a public limited company organized under the laws
of the Republic of Ireland, Merger Sub and ForeFront (the "Reorganization
Agreement"), which sets forth the terms and conditions of the merger of Merger
Sub with and into ForeFront (the "Merger"), has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with Section 251 of the DGCL.
THIRD: That the name of the surviving corporation ("Surviving
Corporation") shall be The ForeFront Group, Inc.
FOURTH: The Amended and Restated Certificate of Incorporation of
ForeFront shall be amended and restated as set forth on Exhibit A.
FIFTH: That an executed copy of the Reorganization Agreement is on file
at an office of Surviving Corporation at the following address:
1005 Hamilton Court
Menlo Park, California 94025
SIXTH: That a copy of the Reorganization Agreement will be furnished by
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: That the Merger shall become effective upon the filing of this
Certificate of Merger with the Delaware Secretary of State.
IN WITNESS WHEREOF, Surviving Corporation has caused this Certificate of
Merger to be executed in its corporate name as of the 28th day of May, 1998.
THE FOREFRONT GROUP, INC.
By: _______________________________
EXHIBIT A
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ARTICLE I
The name of the Corporation is The ForeFront Group, Inc. (the
"Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
This Corporation is authorized to issue one class of shares to be
designated Common Stock. The total number of shares of Common Stock this
Corporation shall have authority to issue is 1,000, with par value of $0.01 per
share.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation.
ARTICLE VII
The number of directors which constitute the whole Board of Directors
of the Corporation shall be as specified in the Bylaws of the Corporation.
ARTICLE VIII
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.
ARTICLE IX
To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exception from liability or limitation thereof is not
permitted under the Delaware General Corporation Law as the same exists or may
hereafter be amended. Neither any amendment nor repeal of this Article, nor the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article, shall eliminate or reduce the effect of this Article in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
Article, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.
ARTICLE X
Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.
ARTICLE XI
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.