Common use of AGREEMENT AND PLAN OF MERGER Clause in Contracts

AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15February 20, 19972001, by and between XXXXX BANKCORPGOLDEN ISLES FINANCIAL HOLDINGS, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocillaon St. Xxxxxx Island, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE Preamble -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive cash and shares of the common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The First Bank of OcillaBrunswick, a wholly- wholly-owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), operated as a wholly-owned Georgia state bank separate subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15July 24, 19971998, by and between XXXXX BANKCORP, INC. among FLAG FINANCIAL CORPORATION ("TARGETFLAG"), a Georgia corporation located in LaGrange, Georgia, and CITIZENS BANK ("CITIZENS"), a commercial bank organized and existing under the laws of the State of Georgia, with its principal office Georgia and located in OcillaVienna, Georgia, and ABC BANCORP a wholly-owned subsidiary of FLAG, and THE XXXXX BANK ("PURCHASERXXXXX BANK"), a corporation organized and existing under the laws of the State of Georgia, with its principal federally-chartered savings bank whose home office is located in MoultrieCobbtown, Georgia. PREAMBLE Preamble -------- Certain terms used in this This Agreement are defined in Section 10.1 hereofprovides for the acquisition of XXXXX BANK by FLAG, pursuant to the merger of XXXXX BANK with and into CITIZENS, a wholly-owned subsidiary of FLAG. The respective Boards of Directors of TARGET XXXXX BANK, CITIZENS and PURCHASER FLAG are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER the parties to this Agreement and their respective shareholders. This Agreement provides for At the combination effective time of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASERsuch merger, as a result of which the outstanding shares of the capital stock of TARGET XXXXX BANK shall be converted into the right to receive shares of the common stock of PURCHASER FLAG (except as provided herein). As a result, and the shareholders of TARGET XXXXX BANK shall become shareholders of PURCHASER (except as provided herein)FLAG, and CITIZENS shall conduct the business and operations of XXXXX BANK. The transactions described in this Agreement are subject to the approvals (a) approval of the shareholders of TARGETXXXXX BANK, (b) approval of FLAG, as the Board sole shareholder of Governors CITIZENS, (c) approval of the Federal Reserve System, Deposit Insurance Corporation and the Georgia Department of Banking and Finance Finance, (d) notice to the Office of Thrift Supervision of the merger of XXXXX BANK, and the (e) satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger merger, for federal income tax purposes purposes, shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocillaand, a wholly- owned Georgia state bank subsidiary of TARGETfor accounting purposes, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated shall qualify for treatment as a branch pooling of Citizens Bankinterests. Certain terms used in this Agreement are defined in Section 11.1 hereof.