CommunityOne Bancorp Sample Contracts

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DOVER MORTGAGE COMPANY
Employment Agreement • March 28th, 2003 • FNB Corp/Nc • National commercial banks • North Carolina
GUARANTEE AGREEMENT FNB Corp. Dated as of November 4, 2005
Guarantee Agreement • November 8th, 2005 • FNB Corp/Nc • National commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of November 4, 2005, is executed and delivered by FNB Corp., incorporated in North Carolina (the “Guarantor”), and U.S. Bank National Association, 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 FNB United Statutory Trust I, a Connecticut statutory trust (the “Issuer”).

AMENDED AND RESTATED TRUST AGREEMENT among FNB CORP., as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees
Trust Agreement • April 28th, 2006 • FNB Corp/Nc • National commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 27, 2006, among (i) FNB Corp., a North Carolina corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Michael C. Miller, an individual and Jerry A. Little, an individual, each of whose address is c/o FNB Corp., 101 Sunset Avenue, Asheboro, North Carolina 27203, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.

GUARANTEE AGREEMENT between FNB CORP., As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of APRIL 27, 2006 FNB UNITED STATUTORY TRUST II
Guarantee Agreement • April 28th, 2006 • FNB Corp/Nc • National commercial banks • New York

GUARANTEE AGREEMENT, dated as of April 27, 2006, executed and delivered by FNB CORP., a North Carolina corporation (the “Guarantor”) having its principal office at 101 Sunset Avenue, Asheboro, North Carolina 27203, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of FNB United Statutory Trust II, a Delaware statutory trust (the “Issuer”).

JUNIOR SUBORDINATED INDENTURE between FNB CORP. and WILMINGTON TRUST COMPANY, as Trustee
Junior Subordinated Indenture • April 28th, 2006 • FNB Corp/Nc • National commercial banks • New York

JUNIOR SUBORDINATED INDENTURE, dated as of April 27, 2006, between FNB CORP., a North Carolina corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).

EXHIBIT 2.10 AGREEMENT AND PLAN OF MERGER by and between
Agreement and Plan of Merger • March 27th, 2002 • FNB Corp/Nc • National commercial banks • North Carolina
AGREEMENT AND PLAN OF MERGER by and between CAPITAL BANK FINANCIAL CORP. and COMMUNITYONE BANCORP Dated as of November 22, 2015
Agreement and Plan of Merger • November 24th, 2015 • CommunityOne Bancorp • National commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of November 22, 2015 (this “Agreement”), by and between Capital Bank Financial Corp., a Delaware corporation (“Parent”), and CommunityOne Bancorp, a North Carolina corporation (the “Company”).

INVESTMENT AGREEMENT dated as of April 26, 2011 by and between FNB UNITED CORP., OAK HILL CAPITAL PARTNERS III, L.P. and OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
Investment Agreement • April 27th, 2011 • FNB United Corp. • National commercial banks • New York

INVESTMENT AGREEMENT, dated as of April 26, 2011 (this “Agreement”), by and between FNB United Corp., a North Carolina corporation (the “Company”), Oak Hill Capital Partners III, L.P., and Oak Hill Capital Management Partners III, L.P. (together, the “Investor”).

November 22, 2015
CommunityOne Bancorp • November 24th, 2015 • National commercial banks

As a holder of Parent Common Stock (as defined below), the undersigned (the “Stockholder”) understands that CommunityOne Bancorp, a North Carolina corporation (the “Company”), and Capital Bank Financial Corp., a Delaware corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated as of November 22, 2015 (as it may be amended from time to time, the “Merger Agreement”), providing for, among other things, a merger of the Company with and into Parent (the “Merger”), in which each of the issued and outstanding shares of common stock, without par value, of the Company (the “Company Common Stock”) (other than shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.

November 22, 2015
Letter Agreement • November 24th, 2015 • CommunityOne Bancorp • National commercial banks • North Carolina

This letter agreement (this “Agreement”) sets forth the terms of certain agreements made by and among you, CommunityOne Bancorp (the “Company”), and CommunityOne Bank (the “Bank”) relating to the Employment Agreement, dated October 1, 2014, by and among you, the Company, and the Bank (the “Employment Agreement”), and certain related matters in connection with Company entering into the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the “Merger Agreement”).

November 22, 2015
CommunityOne Bancorp • November 24th, 2015 • National commercial banks

As a holder of Company Common Stock (as defined below), the undersigned (collectively, the “Stockholder”) understands that CommunityOne Bancorp, a North Carolina corporation (the “Company”), and Capital Bank Financial Corp., a Delaware corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated as of November 22, 2015 (as it may be amended from time to time, the “Merger Agreement”), providing for, among other things, a merger of the Company with and into Parent (the “Merger”), in which each of the issued and outstanding shares of common stock, without par value, of the Company (the “Company Common Stock”) (other than shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • October 6th, 2014 • CommunityOne Bancorp • National commercial banks • North Carolina

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 1, 2014 by and among CommunityOne Bancorp, a North Carolina corporation (the “Company”), CommunityOne Bank, National Association, a national banking association (the “Bank”), and Robert L. Reid (the “Executive”).

PROTOTYPE DEFINED CONTRIBUTION PLAN Sponsored By EPIC Advisors, Inc. BASIC PLAN DOCUMENT #01
Prototype Defined Contribution Plan • June 28th, 2007 • FNB United Corp. • National commercial banks

THIS DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES. ITS USE, DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF ELECTRONIC MEANS, IS PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

REVOLVING CREDIT AGREEMENT dated as of May 27, 2008 between FNB UNITED CORP. as Borrower and SUNTRUST BANK as Lender
Revolving Credit Agreement • August 11th, 2008 • FNB United Corp. • National commercial banks • North Carolina

THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered into as of May 27, 2008, by and between FNB UNITED CORP., a North Carolina corporation (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation (the "Lender").

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 16th, 2009 • FNB United Corp. • National commercial banks • North Carolina

THIS CHANGE OF CONTROL AGREEMENT (this "Agreement") is entered into as of the ___ day of __________, 20__, by and among FNB United Corp., a North Carolina corporation and a registered bank holding company (the "Corporation"), CommunityONE Bank, National Association, a national banking association and a wholly owned subsidiary of the Corporation (the "Bank") (hereinafter the Corporation and the Bank, or their successors, are collectively referred to as the "Company"), and ______________ (the "Officer"), an individual residing in __________ County, North Carolina,

AGREEMENT AND PLAN OF MERGER by and between FNB CORP. and UNITED FINANCIAL, INC.
Agreement and Plan of Merger • August 5th, 2005 • FNB Corp/Nc • National commercial banks • North Carolina

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of the 9th day of May, 2005 by and between UNITED FINANCIAL, INC., a North Carolina corporation and registered bank holding company (“United”), and FNB CORP., a North Carolina corporation and registered bank holding company (“FNB”);

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CONVERSION AGREEMENT
Conversion Agreement • March 3rd, 2011 • FNB United Corp. • National commercial banks • Georgia

THIS CONVERSION AGREEMENT (this “Agreement”) is dated as of February 28, 2011 by and among SunTrust Bank, a Georgia banking corporation (“SunTrust”), CommunityOne Bank, N.A., a national banking association (the “Bank”), and, for purposes of Sections 9 and 10 only, FNB United Corp., a North Carolina corporation (“FNB”).

AGREEMENT AND PLAN OF MERGER by and between FNB CORP. and INTEGRITY FINANCIAL CORPORATION
Agreement and Plan of Merger • November 9th, 2005 • FNB Corp/Nc • National commercial banks • North Carolina

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of the 18th day of September, 2005, by and between INTEGRITY FINANCIAL CORPORATION, a North Carolina corporation and registered bank holding company (“Integrity”), and FNB CORP., a North Carolina corporation and registered bank holding company (“FNB”);

Contract
FNB United Corp. • June 16th, 2011 • National commercial banks

AMENDMENT NO. 1, dated as of June 16, 2011 (this “Amendment”), to that Agreement and Plan of Merger, dated as of April 26, 2011 (the “Agreement”), by and between FNB United Corp., a North Carolina corporation, Gamma Merger Corporation, a Delaware corporation and Bank of Granite Corporation, a Delaware corporation (collectively, the “Parties”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

FNB CORP. AND
Agreement and Plan of Merger • November 15th, 1999 • FNB Corp/Nc • National commercial banks • North Carolina
SUBORDINATED DEBT SETTLEMENT AND PREFERRED STOCK REPURCHASE AGREEMENT
Settlement and Preferred Stock • August 17th, 2011 • FNB United Corp. • National commercial banks • Georgia

THIS SUBORDINATED DEBT SETTLEMENT AND PREFERRED STOCK REPURCHASE AGREEMENT (this “Agreement”) is dated as of August 1, 2011 by and between SunTrust Bank, a Georgia banking corporation (“SunTrust”), and CommunityOne Bank, N.A., a national banking association (“Bank”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 30th, 2014 • CommunityOne Bancorp • National commercial banks • New York

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 16th, 2011 • FNB United Corp. • National commercial banks • New York
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • June 13th, 1997 • FNB Corp/Nc • National commercial banks • North Carolina
CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 9th, 2006 • FNB United Corp. • National commercial banks • North Carolina

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) is entered into as of the day of , 20 , by and among FNB United Corp., a North Carolina corporation and a registered bank holding company (the “Corporation”), First National Bank and Trust Company, a national banking association and a wholly owned subsidiary of the Corporation (the “Bank”) (hereinafter the Corporation and the Bank, or their successors, are collectively referred to as the “Company”), and (the “Officer”), an individual residing in County, North Carolina.

AGREEMENT AND PLAN OF MERGER dated April 26, 2011 by and among FNB UNITED CORP., GAMMA MERGER CORPORATION and BANK OF GRANITE CORPORATION
Agreement and Plan of Merger • April 27th, 2011 • FNB United Corp. • National commercial banks • Delaware

This AGREEMENT AND PLAN OF MERGER, dated April 26, 2011 (this “Agreement”), is by and among FNB United Corp., a North Carolina corporation having its principal place of business at 150 South Fayetteville Street, Asheboro, North Carolina 27203 (“FNB”), Gamma Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of FNB (“Merger Sub”), and Bank of Granite Corporation, a Delaware corporation having its principal place of business at 23 North Main Street, Granite Falls, North Carolina 28630 (“Granite”). Certain capitalized terms used in this Agreement are defined in Section 1.01.

STOCK INCENTIVE AWARD AGREEMENT
Stock Incentive Award Agreement • March 7th, 2014 • CommunityOne Bancorp • National commercial banks • North Carolina

This Stock Incentive Award Agreement (the “Agreement”) is effective as of _______________, between CommunityOne Bancorp, a North Carolina corporation (the “Company”), and ___________________ (the “Participant”).

CONSULTING AGREEMENT
Consulting Agreement • September 12th, 2014 • CommunityOne Bancorp • National commercial banks • North Carolina

This Consulting Agreement, dated as of September 11, 2014 (the “Agreement”) is made and entered into by and between CommunityOne Bank, N.A. (the “Bank”) and CommunityOne Bancorp (“Parent”; and together with the Bank, the “Company”), and Brian E. Simpson, an individual (the “Consultant”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 7th, 2014 • CommunityOne Bancorp • National commercial banks • North Carolina

This Restricted Stock Agreement (the “Agreement”) is effective as of December 19, 2013 between CommunityOne Bancorp, a North Carolina corporation (the “Company”), and ___________________ (the “Participant”).

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