Agreement And Plan Of Reorganization And Merger Sample Contracts

AGREEMENT AND Plan OF REORGANIZATION AND MERGER BETWEEN FIRST MERCHANTS CORPORATION AND MBT FINANCIAL CORP. (October 10th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement"), is entered as of the 9th day of October, 2018, by and between FIRST MERCHANTS CORPORATION, an Indiana corporation ("First Merchants") and MBT FINANCIAL CORP., a Michigan corporation ("MBT").

AGREEMENT AND Plan OF REORGANIZATION AND MERGER BETWEEN FIRST MERCHANTS CORPORATION AND MBT FINANCIAL CORP. (October 10th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement"), is entered as of the 9th day of October, 2018, by and between FIRST MERCHANTS CORPORATION, an Indiana corporation ("First Merchants") and MBT FINANCIAL CORP., a Michigan corporation ("MBT").

Farmers Merchants Bank – Agreement and Plan of Reorganization and Merger Between Farmers & Merchants Bancorp, Inc. And Limberlost Bancshares, Inc. Dated August 17, 2018. (August 20th, 2018)
BayCom Corp – Agreement and Plan of Reorganization and Merger Dated as of December 14, 2016 by and Among Bay Commercial Bank, Baycom Corp, First Ulb Corp., and United Business Bank, Fsb (April 11th, 2018)

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of December 14, 2016, by and among Bay Commercial Bank, a California state-chartered bank ("BAY"), BayCom Corp, a California corporation [that is in the process of becoming a bank holding company and sole shareholder of BAY ("BHC"), First ULB Corp., a California corporation and registered savings and loan holding company ("FULB") and United Business Bank, FSB, a federal savings bank ("UBB").

CVB Financial Corporation – List of Items in the Community Disclosure Schedule and Parent Disclosure Schedule to the Agreement and Plan of Reorganization and Merger, Dated January 26, 2018, by and Among CVB Financial Corp., Citizens Business Bank, and Community Bank (February 27th, 2018)
CVB Financial Corporation – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER Dated as of February 26, 2018 by and Among CVB FINANCIAL CORP., CITIZENS BUSINESS BANK, and COMMUNITY BANK (February 27th, 2018)

This AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of February 26, 2018 (this Agreement), is entered into by and among CVB Financial Corp., a California corporation (Parent), Citizens Business Bank, a California state-chartered bank and wholly-owned subsidiary of Parent (Citizens), and Community Bank, a California state-chartered bank (Community, together with Parent and Citizens, each a Party and collectively hereinafter the Parties).

Agreement and Plan of Reorganization and Merger Dated as of December 18, 2017 by and Between First Foundation Inc. And Pbb Bancorp (December 19th, 2017)
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF JUNE 14, 2017 BY AND BETWEEN FIRST FOUNDATION INC. AND COMMUNITY 1st BANCORP (June 15th, 2017)
Central Valley Cmnty Bancorp – Agreement and Plan of Reorganization and Merger (April 28th, 2017)

This AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of April 27, 2017, is hereby entered into by and among Central Valley Community Bancorp, a California corporation ("CVCY"), Central Valley Community Bank, a California-state chartered bank and wholly-owned subsidiary of CVCY ("Central Valley Community Bank"), and Folsom Lake Bank, a California-state chartered bank ("Folsom Lake Bank").

Sierra Bancorp/Ca – Agreement and Plan of Reorganization and Merger Dated as of April 24, 2017 Among Sierra Bancorp and Ocb Bancorp (April 25th, 2017)

ARTICLE 1 CERTAIN DEFINITIONS 6 ARTICLE 2 THE MERGERS AND RELATED MATTERS 17 2.1. The Mergers; Surviving Corporation 17 2.2. The Bank Merger 18 2.3. Filing of Certificate of Merger and Agreement of Merger 19 2.4. Conversion of Company Stock 19 2.5. Exchange Procedures; Dissenting Shares 20 ARTICLE 3 ACTIONS PENDING THE MERGER 22 3.1. Covenants of Company 22 3.2. Advice of Changes; Government Filings 25 3.3. No Control of Other Party's Business 25 3.4. Ordinary Course 26 ARTICLE 4 REPRESENTATIONS AND WARRANTIES 26 4.1. Disclosure Schedules 26 4.2. Representations a

Agreement and Plan of Reorganization and Merger Between First Merchants Corporation and Independent Alliance Banks, Inc. (February 17th, 2017)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement"), is entered as of the 17th day of February, 2017, by and between FIRST MERCHANTS CORPORATION, an Indiana corporation ("First Merchants") and INDEPENDENT ALLIANCE BANKS, INC., an Indiana corporation ("IALB").

Agreement and Plan of Reorganization and Merger by and Among First Merchants Corporation, First Merchants Bank and the Arlington Bank (January 25th, 2017)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement"), is entered as of the 25th day of January, 2017, by and among FIRST MERCHANTS CORPORATION, an Indiana corporation ("First Merchants"), FIRST MERCHANTS BANK, an Indiana commercial bank ("FMB"), and THE ARLINGTON BANK, an Ohio savings bank ("Arlington Bank").

CVB Financial Corporation – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER by and Between CVB FINANCIAL CORP. And VALLEY COMMERCE BANCORP September 22, 2016 (September 23rd, 2016)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of September 22, 2016 (this Agreement), is by and between CVB Financial Corp., a California corporation (CVB), and Valley Commerce Bancorp, a California corporation (Valley).

Central Valley Cmnty Bancorp – Agreement and Plan of Reorganization and Merger (April 29th, 2016)

This AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of April 28, 2016, is hereby entered into by and among Central Valley Community Bancorp, a California corporation ("CVCY"), Central Valley Community Bank, a California-state chartered bank and wholly-owned subsidiary of CVCY ("Central Valley Community Bank"), and Sierra Vista Bank, a California-state chartered bank ("SVBank").

Sierra Bancorp/Ca – Agreement and Plan of Reorganization and Merger Dated as of January 4, 2016 Among Sierra Bancorp and Coast Bancorp (January 5th, 2016)

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of January 4, 2016 (the "Agreement Date"), by and between Sierra Bancorp, a California corporation ("Parent"), and Coast Bancorp, a California corporation ("Company").

CVB Financial Corporation – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER by and Among CVB FINANCIAL CORP., CITIZENS BUSINESS BANK and COUNTY COMMERCE BANK October 14, 2015 (October 15th, 2015)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of October 14, 2015 (this Agreement), is by and among CVB Financial Corp., a California corporation (Parent), Citizens Business Bank, a California state-chartered bank and wholly-owned subsidiary of Parent (Citizens Business Bank), and County Commerce Bank, a California state-chartered bank (the Company).

Ameriana Bancorp – Agreement and Plan of Reorganization and Merger Between First Merchants Corporation and Ameriana Bancorp (June 29th, 2015)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the Agreement), is entered as of the 26th day of June, 2015, by and between FIRST MERCHANTS CORPORATION, an Indiana corporation (First Merchants) and AMERIANA BANCORP, an Indiana corporation (Ameriana Bancorp).

Agreement and Plan of Reorganization and Merger Between First Merchants Corporation and Ameriana Bancorp (June 29th, 2015)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement"), is entered as of the 26th day of June, 2015, by and between FIRST MERCHANTS CORPORATION, an Indiana corporation ("First Merchants") and AMERIANA BANCORP, an Indiana corporation ("Ameriana Bancorp").

FNB Bancorp – Agreement And (May 15th, 2015)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER dated as of May 14, 2015, ("Agreement"), is made and entered into by and among FNB Bancorp, a California corporation ("FNB"), First National Bank of Northern California, a national banking association and wholly-owned subsidiary of FNB ("FNBNC"), America California Bank, a California banking corporation ("ACB"), and ACB Interim Merger Corporation, a California corporation and wholly-owned subsidiary of FNB ("Merger Corporation") formed by FNB for the purpose of acquiring all of the outstanding stock of ACB through the merger of Merger Corporation with and into ACB.

Agreement and Plan of Reorganization and Merger Between First Merchants Corporation and C Financial Corporation (January 6th, 2015)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement"), is entered as of the 5th day of January, 2015, by and between FIRST MERCHANTS CORPORATION, an Indiana corporation ("First Merchants") and C FINANCIAL CORPORATION, an Ohio corporation ("C Financial").

Agreement and Plan of Reorganization and Merger Between First Merchants Corporation and Community Bancshares, Inc. (July 22nd, 2014)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement"), is entered as of the 21st day of July, 2014, by and between FIRST MERCHANTS CORPORATION, an Indiana corporation ("First Merchants") and COMMUNITY BANCSHARES, INC., an Indiana corporation ("Community Bancshares").

FNB Bancorp – Agreement And (May 23rd, 2014)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER dated as of May 22, 2014, ("Agreement"), is made and entered into by and among FNB Bancorp, a California corporation ("FNB"), Valley Community Bank, a California banking corporation ("VCB") and First National Bank of Northern California, a national banking association and wholly-owned subsidiary of FNB ("FNBNC").

Contribution Agreement and Plan of Reorganization and Merger (February 28th, 2013)

CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the Agreement), dated as of , 2013, by and among PROFESSIONAL DIVERSITY NETWORK, LLC f/k/a iHispano.com, LLC, an Illinois limited liability company (LLC), PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (PDN), and the holders of outstanding Units (as defined in Section 1.2) who execute this Agreement (or a joinder hereto in the form of Exhibit A) or who otherwise agree to be bound by this Agreement as members (the Members).

Central Valley Cmnty Bancorp – Agreement and Plan of Reorganization and Merger (December 21st, 2012)

This AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of December 19, 2012, is hereby entered into by and among Central Valley Community Bancorp, a California corporation ("CVCY"), Central Valley Community Bank, a California-state chartered bank and wholly-owned subsidiary of CVCY ("Central Valley Community Bank"), and Visalia Community Bank, a California-state chartered bank ("VCBank").

Agreement and Plan of Reorganization and Merger (April 19th, 2012)
Maker: LC Luxuries Limited, Holder: Keith Hoerling a Nevada Corporation Principal Amount: $900,000.00 Rate: 0.35% Date: November 19, 2010 Promise to Pay: FOR VALUE RECEIVED, LC Luxuries Limited, a Nevada Corporation ("Maker"), Hereby Promises to Pay on or Before January 10, 2012 (The "Maturity Date") to the Order of Keith Hoerling ("Holder"), at 2183 Fairview Rd, Ste 101, Costa Mesa, California, or at Such Other Place or to Such Other Party as the Holder May From Time to Time Designate in Writing, the Principal Sum of Nine Hundred Thousand Dollars and No Cents ($900,000.00), Together With Accr (April 19th, 2012)
First Amendment to Agreement and Plan of Reorganization and Merger (August 29th, 2011)

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (this "Amendment") is entered into effective as of November 19, 2010, by and among Justin Hartfield, an individual ("Hartfield"), and Keith Hoerling, an individual ("Hoerling" and, together with Hartfield, each a "WeedMaps Member" and collectively the "WeedMaps Members"), on the one hand, and General Cannabis, Inc., Nevada corporation (formerly known as LC Luxuries Limited, a Nevada corporation) ("General Cannabis"), and WeedMaps Media, Inc., a Nevada corporation (formerly known as LC Merger Corp., a Nevada corporation) ("WeedMaps Media") and a wholly owned subsidiary of General Cannabis, on the other hand. Each of the WeedMaps Members, General Cannabis, and WeedMaps Media shall be referred to herein as a "Party" and collectively as the "Parties."

BankGuam Holding Co – Agreement and Plan of Reorganization and Merger (August 16th, 2011)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (Reorganization Agreement) is made and entered into this 29th day of October, 2010, among Lourdes A. Leon Guerrero, a Guam resident, the Bank of Guam (Bank), a Territorial bank chartered under the Guam Banking Code; BankGuam Holding Company (BankGuam Holding Company or Holding Company), a corporation chartered under the Guam Business Corporation Act; and, BankGuam Subsidiary (Subsidiary) a corporation chartered under the Guam Business Corporation Act as a subsidiary of BankGuam Holding Company.

Agreement and Plan of Reorganization and Merger (March 1st, 2011)

The Members have consulted with their own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by the Members in the LCLX Shares and the merits and risks of an investment in the LCLX Shares. Nothing herein shall be deemed to limit, modify or be construed as a waiver of the indemnity of Weedmaps or the Members set forth in Section 6.2.1 hereof.

Village Bank and Trust Financial Corp. – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND AMONG VILLAGE BANK AND TRUST FINANCIAL CORP. VILLAGE BANK AND RIVER CITY BANK Dated March 9, 2008 (March 10th, 2008)

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of March 9, 2008 (this "Agreement"), by and among VILLAGE BANK AND TRUST FINANCIAL CORP., ("Village Financial"), VILLAGE BANK ("Village Bank") and RIVER CITY BANK ("River City Bank").

Emerald Dairy Inc – Agreement and Plan of Reorganization and Merger by and Among Micro-Tech Identification Systems, Inc., Aidh Acquisition, Inc., Tryant Llc, and American International Dairy Holding Co., Inc. (October 15th, 2007)

This Agreement and Plan of Reorganization and Merger (hereinafter the "Agreement") is entered into dated as of October 9, 2007, by and among Micro-Tech Identification Systems, Inc., a Nevada corporation (hereinafter, "MIS"), AIDH Acquisition, Inc., a newly-formed Nevada corporation and a direct wholly owned subsidiary of MIS (hereinafter, "AS"), and Tryant LLC, a Delaware limited liability company (hereinafter the "Major Shareholder" or "Tryant"), the holder of 413,211 shares of common stock of MIS, constituting approximately 59.5% of the outstanding shares of the common stock of MIS, on the one hand, and American International Dairy Holding Co., Inc., a Nevada corporation (hereinafter "AIDH"), on the other hand.

Mf Bank – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND AMONG M&F BANCORP, INC., MECHANICS & FARMERS BANK AND MUTUAL COMMUNITY SAVINGS BANK, INC., SSB August 9, 2007 (August 10th, 2007)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the Agreement) is entered into as of the 9th day of August, 2007, by and among M&F BANCORP, INC. (Bancorp), MECHANICS & FARMERS BANK (M&F Bank), and MUTUAL COMMUNITY SAVINGS BANK, INC., SSB (Mutual).

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND BETWEEN RANDOLPH BANK & TRUST COMPANY AND BANK OF THE CAROLINAS AND JOINED IN BY BANK OF THE CAROLINAS CORPORATION April 12, 2007 (April 12th, 2007)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the Agreement) is entered into as of the 12th day of April, 2007, by and between RANDOLPH BANK & TRUST COMPANY (Randolph) and BANK OF THE CAROLINAS (BOC), and joined in by BANK OF THE CAROLINAS CORPORATION (BOCC) to evidence its approval of this Agreement and its consent to the terms of this Agreement that apply to it.

1St Pacific Bank Of California – Agreement and Plan of Reorganization and Merger (February 23rd, 2007)

This Agreement of Merger (the Merger Agreement), dated , 2007, is entered into by and between 1st Pacific Bank of California, a California state chartered bank (Bank) and Landmark National Bank, a national banking association (Landmark), to which 1st Pacific Bancorp, a California corporation and sole shareholder of Bank (Bancorp) is a party, with reference to the following facts:

1St Pacific Bank Of California – Agreement and Plan of Reorganization and Merger (February 23rd, 2007)

This Agreement of Merger (the Merger Agreement), dated , 2007, is entered into by and between 1st Pacific Bank of California, a California state chartered bank (Bank) and Landmark National Bank, a national banking association (Landmark), to which 1st Pacific Bancorp, a California corporation and sole shareholder of Bank (Bancorp) is a party, with reference to the following facts: