PLAN OF MERGER AND MERGER AGREEMENT Vision Bank [Gulf Shores, Alabama]
Exhibit
2.1
Vision Bank [Gulf Shores, Alabama]
Vision Bank [Panama City, Florida]
under the charter of
Vision Bank [Panama City, Florida]
Vision Bank [Panama City, Florida]
This AGREEMENT made between Vision Bank (hereinafter referred to as “Vision Bank (AL)”) a financial institution organized under the laws of the State
of Alabama, with its main office located at 0000 Xxxx 0xx Xx., Xxxx
Xxxxxx, Xxxxxx of Xxxxxxx, in the State of Alabama 36542, (* and 7 branch offices and no trust
service offices, with Total Capital Accounts of $75,000, divided
into 75,000 shares of Capital Stock, each with $1.00 par value,
Surplus of $26,875,000, and Undivided Profits or Retained Earnings of
$15,213,944 as of December 31, 2006, and Vision Bank (hereinafter referred as “Vision Bank (FL)”), a
financial institution organized under the laws of the State of Florida,
with its main office located at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxx of
Bay, in the Xxxxx xx Xxxxxxx, 00000.
(*and 8 branch offices and no trust service offices, with Total Capital Accounts of $116,000, divided into 23,200
shares of Capital Stock, each with $5.00 par value, Surplus of $22,660,588,
and Undivided Profits of $3,624,181 as of December 31 ,
2006, each acting pursuant unanimous written consent of its Board of
Directors, pursuant to the authority given in accordance with the provisions
of Section 658.40 through 658.45, Florida Statutes, witnesseth as follows:
SECTION 1.
Vision Bank (AL) shall be merged into Vision Bank (FL) under the charter of Vision Bank (FL).
SECTION 2.
The name of the Resulting Financial Institution shall be “ Vision Bank .” The Resulting Financial
Institution will exercise trust powers.
SECTION 3.
The business of the Resulting Financial Institution shall be that of a
general commercial banking, trust company, or association [Select appropriate
one] business. The business shall be conducted by the Resulting Financial
Institution at its [May be submitted as an exhibit, if preferred.] main office
which shall be located at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxx 00000,
and at each existing and proposed branch office.
SECTION 4.
The amount of Total Capital Accounts of the Resulting Financial Institution
shall be $116,000, divided into 23,200 shares of Capital Stock, FL
each with $5.00 par value, and at the time the merger shall become
effective, the Resulting Financial Institution shall have a Surplus of
$49,610,588, and Undivided Profits or Retained Earnings, which when combined
with the capital stock and surplus will equal to the combined total capital
accounts of all of the merging or constituent financial institutions as stated
in the preamble of this agreement, adjusted, however for normal earnings and
expenses between January 1, 2007, and the effective time of
the merger.
SECTION 5.
All assets of Vision Bank (AL) ($407,546,309), as they exist
at the effective time of the merger shall pass to and vest in the Resulting
Financial Institution without any conveyance or other transfer; and the
Resulting Financial Institution shall be considered the same business and
corporate entity as each constituent financial institution with all the
rights, powers, and duties of each constituent financial institution and the
Resulting Financial Institution shall be responsible for all the liabilities
of every kind and description, including liabilities arising out of the
operation of a Trust Department, of each of the financial institutions
existing as of the effective time of the merger.
SECTION 6.
Vision Bank (AL) , shall contribute to the
Resulting Financial Institution acceptable assets having a book value, over
and above its liability to its creditors, of at least $41,992,805 ,
having an estimated fair value as shown on the books of the financial
institution over and above its liability to its creditors, of at least
$41,992,805 , or 100 % of the estimated fair value of the excess
acceptable assets, over and above liabilities to creditors, of the Resulting
Financial Institution, adjusted, however, for normal earnings and expenses
between January 1, 2007, and the effective time of the merger, and for
allowance of cash payments, if any, permitted under this agreement. The
difference between the book value and the estimated fair value of assets to be
contributed by Vision Bank (AL) is made up as follows: 100% of fair
value. At the effective time of the merger, Vision Bank (FL)
shall have on hand acceptable assets having a book value of at least
$26,243,331 , over and above its liability to its creditors, and having a
fair value, over and above its liability to its creditors, of at least
$26,243,331, or 100% of the estimated fair value of excess acceptable
assets, over and above liabilities to creditors, of the Resulting Financial
Institution, adjusted, however, for normal earnings and expenses between
January 1, 2007, and the effective time of the merger, and for
allowance of cash payments, if any, permitted under this agreement. The
difference between the book and fair value of excess acceptable assets, as set
forth above, is made up as follows: 100% of fair value.
SECTION 7.
Of the capital stock of the Resulting Financial Institution, the presently
outstanding 23,200 shares of capital stock of Vision Bank (FL)
each of $5.00 par value, shall remain outstanding as 23,200
shares of the Resulting Financial Institution, each of $5.00 par
value, and the holders thereof shall retain their present rights therein; and
the shareholders of Vision Bank (AL), in exchange for the excess
acceptable assets contributed by their financial institution to Resulting
Financial Institution, shall be entitled to receive no shares
of capital stock of the Resulting Financial Institution. No fractions of a
share of the Resulting Financial Institution shall be issued and the
shareholders of the Other Financial Institutions who, except for this
provision, would be entitled to receive a fraction of a share shall be paid in
cash the fair value thereof in accordance with provisions relating thereto
hereinafter set out.
SECTION 8.
There are no dissenting shareholders of constituent financial institutions.
SECTION 9.
The owners of shares which voted against the approval of the merger shall
be entitled to receive their value in cash, if and when the merger becomes
effective. The value of such shares of the above named constituent state
financial institutions shall be determined in accordance with Section 658.44,
Florida Statutes.
SECTION 10.
Neither of the financial institutions shall declare or pay any dividend to its
shareholders between the date of this agreement and the time at which the
merger shall become effective, nor dispose of any of its assets in any other
manner except in the normal course of business and for adequate value.
SECTION 11.
The following named persons shall serve as the Board of Directors and
executive officers of the Resulting Financial Institution until the next
annual meeting of shareholders or until such time as their successors have
been elected and have qualified:
Directors — Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, Al Xxxxxx, Xxxxxx Core, C. Xxxxxx
XxXxxxxx, Xxx Styles XxXxxxx, Xxxxx Xxxxxx, Xxxx X. Xxxx, Xxxxxxx Husband, Xxxxxxx X. Xxxxx,
Xxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxx Xxxx Xxxxx-Xxxxx, Xxxxxx X. XxXxxx, Xxxxx Xxxx Xxxxxxxx, Xxxx
Xxxxxxxx, Xx., Xxxx Xxxxxxx, J. Xxxxxx Xxxxxxxx (Chairman), Xxxxxx X. Xxxxxxx, III, Xxxxx X.
Xxxxxx, Xx., Xxxxx Xxxxxxx Xxxxxxxxxxx and Xxxxxxx Xxx Xxxxxx;
Executive Officers — J. Xxxxxx Xxxxxxxx, Chief Executive Officer; Xxxx X. Xxxx, President;
Xxxxx X. Xxxx, Executive Vice President and Regional President; Xxxxxxx X. Xxxxx, Executive Vice
President and Senior Lender; Xxxxx Xxxxxxxx, Executive Vice President and Regional President;
Xxxxxxx X. Xxxxxxxx, Executive Vice President and Regional President; and Xxxxxx X. Xxxxxxxx,
Executive Vice President and Senior Credit Officer.
SECTION 12.
This agreement may be terminated by the unilateral action of the Board of
Directors of any constituent financial institution prior to the approval of
the stockholders of the said constituent financial institution or by the
mutual consent of the Board of all constituent financial institutions after
the shareholders of the constituent financial institution have ratified this
agreement and approved the merger. Since time is of the essence to this
agreement, if for any reason the transaction shall not have been consummated
by December 31, 2007, this agreement shall terminate automatically as
of that date unless extended in writing prior to said date by mutual action of
the Boards of Directors of the constituent financial institutions.
SECTION 13.
This agreement shall be ratified and confirmed by the affirmative vote of
the shareholders of each of the financial institutions owning at least a
majority of its capital stock outstanding, at a meeting to be held on the call
of the Directors or as otherwise provided by the bylaws, and the merger shall
become effective at the time specified in a Certificate to be issued by the
Director of the Office of Financial Regulation pursuant to 658.45, Florida
Statutes, approving the merger.
SECTION 14.
This agreement is also subject to the following terms and conditions:
(a) Office of Financial Regulation shall have approved this Agreement to Merge
and shall have issued all other necessary authorizations and approvals for the merger, including a
Certificate of Merger.
(b) The appropriate federal regulatory agency(ies) shall have approved
the merger and shall have issued all other necessary authorizations and
approvals for the merger, and any statutory waiting period shall have
expired.
SECTION 15.
Effective as of the time this merger shall become effective as specified in
the “Certificate of Merger” to be issued by the Office of Financial
Institutions and Securities Regulation, the Articles of Incorporation of the
Resulting Financial Institution shall read as set forth on Exhibit A.
WITNESS the signatures and seals of said constituent financial institutions
this 10th day of July, 2007, each hereunto set by its President or
a Vice President and attested by its Cashier / Secretary or ,
pursuant to a resolution of its Board of Directors, acting by a majority
thereof, and witness the signatures hereto of a majority of each of said
Boards of Directors.
| Attest: | Vision Bank | |||
| (Financial Institution) | ||||
| By | /s/ Xxxx X. Xxxx | |||
| President | ||||
| /s/ Xxxxxx Xxxxxxx | ||||
| Cashier / Secretary | ||||
| /s/ Xxxxxxx X. Xxxxxxxx | ||||
| /s/ Xxxxx Xxxxxxx Xxxxxxxxxxx | ||||
| /s/ J. Xxxxxx Xxxxxxxx | ||||
| /s/ Xxxx Xxxxxxx | ||||
| (Seal of Financial Institution) | /s/ Xxxx X. Xxxx | |||
| /s/ Xxxxxxx X. Xxxxx | ||||
| /s/ Xxx Styles XxXxxxx | ||||
| /s/ Xxxx Xxxxxxxx, Xx. | ||||
| /s/ C. Xxxxxx XxXxxxxx | ||||
| /s/ Xxxxxxx Xxxxxxx Xxxxxxxxxx | ||||
| /s/ Xxxxxxx Husband | ||||
| /s/ Xxxx Xxxx Xxxxx-Xxxxx | ||||
| /s/ Xxxxx Xxxxxx | ||||
| /s/ Xxxxx X. Xxxxxxxx | ||||
| /s/ Xxxxxx X. XxXxxx | ||||
| /s/ Xxxxx X. Xxxxxxxx, Xx. | ||||
| /s/ Xxxxxx X. Xxxxxxx, III | ||||
| /s/ Xxxxx X. Xxxxxx | ||||
| /s/ Al Xxxxx | ||||
Directors of Vision Bank |
||||
| (Financial Institution) | ||||
EXHIBIT A
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
VISION BANK
ARTICLE I
The name of the corporation shall be Vision Bank and its initial place of business shall be at
0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx, Xxxxxxx 00000.
ARTICLE II
The general nature of the business to be transacted by this corporation shall be that of a
general and commercial banking business with all the rights, powers and privileges granted and
conferred by the Florida Financial Institutions Code, regulating the organization, powers, and
management of banking corporations.
ARTICLE III
The total number of shares authorized to be issued by the corporation shall be 50,000. Such
shares shall be of a single class and shall have a par value of $5.00 per share. The corporation
shall begin business with at least $116,000 in paid-in capital stock to be divided into 23,200
shares. The amount of capital of the corporation shall not be less than the amount required by
applicable Florida laws and regulations.
ARTICLE IV
The term for which said corporation shall exist shall be perpetual unless terminated pursuant
to the Florida Financial Institutions Code.
ARTICLE V
The number of directors shall not be fewer than five (5). The name and addresses of the
directors of the corporation at the time of this amendment and restatement are as listed below:
J. Xxxxxx Xxxxxxxx
|
Xxxx X. Xxxx | Xxxxxx X. Xxxxxx | ||
Xxxxxxx X. Husband
|
Xxxxxxx X. Xxxxx |
Xxxx Xxxx Xxxxx-Xxxxx
|
Xxxxxxx X. Xxxxxxxx | Xxxxxx X. XxXxxx | ||
Xxxxx X. Xxxxxxxx
|
Xxxxxxx X. Xxxxx, III | Xxxxxx X. Xxxxxxx, III | ||
Xxxxxxx X. Xxxxxxxxxx
|
Xxxx X. Xxxxxxx | Xxxxx X. Xxxxxxxx, Xx. | ||
Xxxx X. Xxxxxxxx
|
Xxxxx X. Xxxxxx | |||
Xxxxx X. Xxxxxxxxxxx
|
Xxx Styles-XxXxxxx | C. Xxxxxx XxXxxxxx |
IN WITNESS WHEREOF, the undersigned has caused these Amended and Restated Articles of
incorporation of Vision Bank to be executed by its duly authorized officer as of the
10th day of July, 2007 and authorizes the Office of Financial Regulation to file these
articles with Division of Corporations upon approval.
| VISION BANK |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
APPROVAL
Approved by the of the State of Florida on this day of
, 2007.
| By: | ||||
| Name: | ||||
| Title: | ||||
