Ameris Bancorp Sample Contracts

PRIVILEGED AND CONFIDENTIAL --------------------------- RIGHTS AGREEMENT
Rights Agreement • February 24th, 1998 • Abc Bancorp • State commercial banks • Georgia
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Ameris Bancorp (a Georgia corporation) 1,750,000 Shares of Common Stock (Par Value $1.00 per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • March 2nd, 2017 • Ameris Bancorp • State commercial banks • New York
EXHIBIT 10.18 PRIVILEGED AND CONFIDENTIAL --------------------------- RIGHTS AGREEMENT
Rights Agreement • March 25th, 1998 • Abc Bancorp • State commercial banks • Georgia
ABC BANCORP AND ABC BANCORP CAPITAL TRUST I 3,000,000 PREFERRED SECURITIES*
Abc Bancorp • November 6th, 2001 • State commercial banks • Georgia
EX 10.11 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN
Employment Agreement • March 28th, 1996 • Abc Bancorp • State commercial banks • Georgia
BY AND AMONG
Agreement and Plan of Merger • March 29th, 2001 • Abc Bancorp • State commercial banks • Florida
GUARANTEE AGREEMENT by and between AMERIS BANCORP and WILMINGTON TRUST COMPANY Dated as of September 20, 2006
Guarantee Agreement • October 27th, 2006 • Ameris Bancorp • State commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of September 20, 2006, is executed and delivered by Ameris Bancorp, a Georgia corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Ameris Statutory Trust I, a Delaware statutory trust (the “Issuer”).

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF AMERICAN UNITED BANK, LAWRENCEVILLE, GEORGIA, FEDERAL DEPOSIT INSURANCE CORPORATION, AND AMERIS BANK, MOULTRIE, GEORGIA DATED AS OF...
Purchase and Assumption Agreement • March 15th, 2010 • Ameris Bancorp • State commercial banks • New York

THIS AGREEMENT, made and entered into as of the 23 day of October, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of AMERICAN UNITED BANK, LAWRENCEVILLE, GEORGIA (the “Receiver”), AMERIS BANK, MOULTRIE, GEORGIA, organized under the laws of the United States of America, and having its principal place of business in MOULTRIE, GEORGIA (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

EXHIBIT 2.1 PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • October 31st, 2001 • Abc Bancorp • State commercial banks • Georgia
ABC BANCORP AND
Employment Agreement • March 25th, 1998 • Abc Bancorp • State commercial banks • Georgia
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 30th, 2015 • Ameris Bancorp • State commercial banks

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2015, by and among AMERIS BANCORP, a corporation organized under the laws of Georgia (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

JUNIOR SUBORDINATED INDENTURE between THE PROSPERITY BANKING COMPANY and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Dated as of June 24, 2004
Ameris Bancorp • March 14th, 2014 • State commercial banks • New York

JUNIOR SUBORDINATED INDENTURE, dated as of June 24, 2004, between THE PROSPERITY BANKING COMPANY, a Florida corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).

PURCHASE AND ASSUMPTION AGREEMENT dated as of January 28, 2015 between BANK OF AMERICA, NATIONAL ASSOCIATION and AMERIS BANK
Purchase and Assumption Agreement • January 29th, 2015 • Ameris Bancorp • State commercial banks • New York

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of January 28, 2015 (this “Agreement”), between Bank of America, National Association, a national banking association, organized under the laws of the United States, with its principal office located in Charlotte, North Carolina (“Seller”), and Ameris Bank, a state-chartered banking corporation, organized under the laws of Georgia, with its principal office located in Moultrie, Georgia (“Purchaser”).

AMERIS BANCORP 36,000 Capital Securities Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENT
Subscription Agreement • October 27th, 2006 • Ameris Bancorp • State commercial banks • New York

Capitalized terms used but not otherwise defined in this Disclosure Schedule shall have the meanings ascribed to such terms in the above-referenced agreement (the “Agreement”). This Disclosure Schedule is qualified in its entirety by reference to specific provisions of the Agreement, and is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Offerors, except as and to the extent provided in the Agreement. Except as provided in the Agreement, inclusion of information herein shall not be construed as an admission that such information is material to the business of the Company.

AMERIS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • February 26th, 2021 • Ameris Bancorp • State commercial banks • Georgia

This Supplemental Executive Retirement Agreement is adopted as of the 10th day of November, 2015 by and between AMERIS BANK, a bank duly organized under the laws of the State of Georgia (the “Bank”), and JAMES A. LAHAISE, an individual resident of the State of Florida (the “Employee”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article II hereof.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 9th, 2016 • Ameris Bancorp • State commercial banks • Georgia

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of the 25th day of July, 2016, by and among AMERIS BANCORP, a Georgia corporation (the “Bancorp”), AMERIS BANK, a Georgia state-chartered bank and wholly owned subsidiary of the Bancorp (the “Bank”; the Bancorp and the Bank are collectively referred to herein as the “Employer”), and JOSEPH B. KISSEL (“Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 23rd, 2009 • Ameris Bancorp • State commercial banks • Georgia

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the 18th day of February, 2009, by and between AMERIS BANCORP, a Georgia corporation (“Employer”), and ANDREW B. CHENEY, an individual resident of the State of Florida (“Executive”).

LOAN AGREEMENT for a loan in the amount of MADE BY AND BETWEEN Ameris Bancorp, Moultrie, Georgia 31768 as Borrower AND NEXBANK SSB, Dallas, Texas 75201, as Lender Dated as of August 28, 2013
Loan Agreement • August 29th, 2013 • Ameris Bancorp • State commercial banks • Texas

THIS LOAN AGREEMENT (“Agreement”) is made as of August 28, 2013 (the “Effective Date”), by and between Ameris Bancorp, a Georgia corporation (“Borrower”), and NEXBANK SSB, a Texas savings bank, its successors and assigns (“Lender”).

PLEDGE AND SECURITY AGREEMENT dated as of August 28, 2013 between AMERIS BANCORP, as Grantor and NEXBANK SSB, as Lender
Pledge and Security Agreement • August 29th, 2013 • Ameris Bancorp • State commercial banks • Texas

This PLEDGE AND SECURITY AGREEMENT, dated as of August 28, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Ameris Bancorp, a Georgia corporation (the “Borrower”), each Additional Grantor (as herein defined) (along with the Borrower, each, a “Grantor”), and NexBank, SSB, as lender (together with its successors and permitted assigns, the “Lender”).

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NON-COMPETITION AND NON-DISCLOSURE AGREEMENT
Non-Competition and Non-Disclosure Agreement • August 30th, 2013 • Ameris Bancorp • State commercial banks • Georgia

This Non-Competition and Non-Disclosure Agreement (the “Agreement”), is entered into as of the day of , 2013, by and between Ameris Bancorp, a Georgia corporation (“Ameris”), and Heather B. Hunter, an individual resident of the State of Florida (“Executive”).

Ameris Bancorp (a Georgia corporation) UNDERWRITING AGREEMENT
Underwriting Agreement • March 13th, 2017 • Ameris Bancorp • State commercial banks • New York
Ameris Bancorp
Underwriting Agreement • September 28th, 2020 • Ameris Bancorp • State commercial banks • New York

Ameris Bancorp, a bank holding company that is a corporation organized under the laws of the State of Georgia (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. are acting as representatives (the “Representatives”), $110,000,000 aggregate principal amount of its 3.875% Fixed-to-Floating Rate Subordinated Notes due 2030 (each a “Note” and collectively, the “Notes”). The Notes will be issued pursuant to an indenture, dated as of March 13, 2017 (the “Base Indenture”), as supplemented by a third supplemental indenture to be dated as of September 28, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). This Underwriting Agreement is referred to he

FIRST SUPPLEMENTAL INDENTURE (Fidelity Southern Statutory Trust III)
First Supplemental Indenture • July 1st, 2019 • Ameris Bancorp • State commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of July 1, 2019, is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Ameris Bancorp, a Georgia corporation (the “Successor Company”), and Fidelity Southern Corporation, a Georgia corporation (the “Company”), under the Indenture referred to below.

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF TIFTON BANKING COMPANY, TIFTON, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and AMERIS BANK DATED AS OF NOVEMBER 12, 2010
Purchase and Assumption Agreement • November 18th, 2010 • Ameris Bancorp • State commercial banks

THIS AGREEMENT, made and entered into as of the 12th day of November, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of TIFTON BANKING COMPANY, TIFTON, GEORGIA (the “Receiver”), AMERIS BANK, organized under the laws of the State of Georgia, and having its principal place of business in MOULTRIE, GEORGIA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 14th, 2014 • Ameris Bancorp • State commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of December 23, 2013 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Ameris Bancorp, a Georgia corporation (the “Successor Company”), and The Prosperity Banking Company, a Florida corporation (the “Company”), under the Indenture referred to below.

EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2013 • Ameris Bancorp • State commercial banks • Georgia

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the day of , 2013, by and between AMERIS BANCORP, a Georgia corporation (“Employer”), and CHRISTOPHER J. KAMIENSKI, an individual resident of the State of Florida (“Employee”).

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 30th, 2008 • Ameris Bancorp • State commercial banks • South Carolina

This AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of the 30th day of December, 2008, by and between AMERIS BANCORP, a Georgia corporation (“Employer”), and H. RICHARD STURM, an individual resident of the State of South Carolina (“Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 16th, 2018 • Ameris Bancorp • State commercial banks • Georgia

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 3, 2018, is entered into by and between Ameris Bancorp, a Georgia corporation (the “Company”), and William J. Villari, an individual resident of the State of Georgia (“Purchaser”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG ISLANDS BANCORP ISLANDS COMMUNITY BANK, N.A. AMERIS BANCORP AND AMERICAN BANKING COMPANY As of August 15, 2006
Agreement and Plan of Merger • August 17th, 2006 • Ameris Bancorp • State commercial banks • Georgia

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 15, 2006, by and among ISLANDS BANCORP (“Target”), a South Carolina corporation, and ISLANDS COMMUNITY BANK, N.A. (“Target Bank”), a national banking association, on the one hand, and AMERIS BANCORP (“Purchaser”), a Georgia corporation, and AMERICAN BANKING COMPANY (“Purchaser Bank”), a Georgia state-chartered bank, on the other hand. Certain terms used in this Agreement are defined in Section 10.1 hereof.

AMERIS BANCORP RESTRICTED STOCK GRANT AGREEMENT (Pursuant to the 2014 Omnibus Equity Compensation Plan)
Restricted Stock Grant Agreement • November 26th, 2014 • Ameris Bancorp • State commercial banks • Georgia

THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”), by and between Ameris Bancorp, a Georgia corporation (the “Company”), and the individual listed below (the “Participant”).

REVOLVING CREDIT AGREEMENT dated as of December 14, 2005 between AMERIS BANCORP as Borrower and SUNTRUST BANK as Lender
Revolving Credit Agreement • December 20th, 2005 • Ameris Bancorp • State commercial banks • Georgia

THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 14, 2005, by and between AMERIS BANCORP, a Georgia corporation (the “Borrower”) and SUNTRUST BANK, a Georgia banking corporation (the “Lender”).

AMERIS BANCORP NONQUALIFIED STOCK OPTION GRANT AGREEMENT (Pursuant to the 2014 Omnibus Equity Compensation Plan)
Nonqualified Stock Option Grant Agreement • November 26th, 2014 • Ameris Bancorp • State commercial banks • Georgia

THIS NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”), by and between Ameris Bancorp, a Georgia corporation (the “Company”), and the individual listed below (the “Participant”).

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