AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit
2.1
AMENDMENT TO AGREEMENT AND
PLAN OF MERGER
THIS
AMENDMENT dated as of May 20, 2010 (this "Amendment") to the Agreement and Plan
of Merger (the "Agreement") dated as of April 19, 2010 among DONEGAL ACQUISITION
INC. ("DAI"), DONEGAL FINANCIAL SERVICES CORPORATION ("DFSC"), DONEGAL MUTUAL
INSURANCE COMPANY ("DMIC"), DONEGAL GROUP INC. ("DGI") and UNION NATIONAL
FINANCIAL CORPORATION ("UNNF").
WITNESSETH:
WHEREAS,
DAI, DFSC, DMIC, DGI and UNNF, as permitted by Section 10.3 of the Agreement,
desire to amend the Agreement to the extent specified in this
Amendment;
NOW,
THEREFORE, DAI, DFSC, DMIC, DGI and UNNF, in consideration of the agreements and
covenants contained in this Amendment and in the Agreement and intending to be
legally bound hereby, covenant and agree as follows:
1. Amendment of Section 3.3(a)
of the Agreement. Section 3.3(a) of the Agreement is hereby
amended and restated so that, as amended and restated, said Section 3.3(a) of
the Agreement shall read in its entirety as follows:
"3.3 Authority; No
Violation.
(a) UNNF
has full corporate power and authority to execute and deliver this Agreement and
to consummate the transactions this Agreement contemplates. The
execution and delivery of this Agreement and the consummation of the
transactions this Agreement contemplates have been duly and validly approved by
the Board of Directors of UNNF. Except for the approval and adoption
of this Agreement and the transactions this Agreement contemplates by the
affirmative vote of the holders of at least 80% of the outstanding
shares of UNNF Common Stock at such meeting at which a quorum is present, no
other corporate proceedings on the part of UNNF are necessary to approve this
Agreement or to consummate the transactions this Agreement
contemplates. This Agreement has been duly and validly executed and
delivered by UNNF and, assuming due authorization, execution and delivery by
DFSC, DMIC, DAI and DGI, constitutes the valid and binding obligation of UNNF,
enforceable against UNNF in accordance with its terms, except as may be limited
by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
the rights of creditors generally and the availability of equitable remedies.
"
2. Ratification of Remainder of
the Agreement. Except for the amendment to Section 3.3(a) of
the Agreement as set forth in Section 1 of this Amendment, all of the terms and
provisions of the Agreement are hereby ratified and confirmed and shall remain
in full force and effect.
IN WITNESS WHEREOF, DAI, DFSC, DMIC,
DGI and UNNF, by their officers thereunto duly authorized, have executed this
Amendment as of the day and year first above written.
DONEGAL ACQUISITION INC. | DONEGAL GROUP INC. | ||||
By: |
/s/
Xxxxxx X. Xxxxxxxx
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By: |
/s/
Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx, President
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Xxxxxx
X. Xxxxxxxx, President
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DONEGAL FINANCIAL SERVICES CORPORATION | UNION NATIONAL FINANCIAL CORPORATION | ||||
By: |
/s/
Xxxxxx X. Xxxxxxxx
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By: |
/s/
Xxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxxxx, President
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Xxxx
X. Xxxxxx, President
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DONEGAL MUTUAL INSURANCE COMPANY | |||||
By: |
/s/
Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx, President
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