EXHIBIT A
AGREEMENT AND PLAN OF MERGER
(the "Agreement")
by and between
PAMRAPO BANCORP, INC.,
a Delaware corporation
("Pamrapo Delaware")
AND
PAMRAPO BANCORP, INC.,
a New Jersey corporation
("Pamrapo New Jersey")
Dated as of the ___ Day of ________, 2000
Pamrapo Delaware is a corporation duly organized and existing under the
laws of the State of Delaware and has an authorized capitalization of 10,000,000
shares, consisting of 3,000,000 shares of Preferred Stock, par value $.01 per
share, and 7,000,000 shares of Common Stock, par value $.01 per share. The
address of its principal office is 000 Xxxxxx X, Xxxxxxx, Xxx Xxxxxx 00000.
Pamrapo New Jersey is a corporation duly organized and existing under the
laws of the State of New Jersey and has an authorized capitalization of
10,000,000 shares, consisting of 3,000,000 shares of Preferred Stock, par value
$.01 per share, and 7,000,000 shares of the Common Stock of which are currently
outstanding and are held by Pamrapo Delaware. Pamrapo New Jersey is the wholly-
owned subsidiary of Pamrapo Delaware. The address of its principal office is 000
Xxxxxx X, Xxxxxxx, Xxx Xxxxxx 00000.
The respective Boards of Directors of Pamrapo Delaware and Pamrapo New
Jersey have determined that, for the purpose of effecting the reincorporation of
Pamrapo Delaware in the State of New Jersey, it is advisable and to the
advantage of such two corporations that Pamrapo Delaware merge with and into
Pamrapo New Jersey upon the terms and conditions herein provided.
The respective Boards of Directors of Pamrapo New Jersey and Pamrapo
Delaware have approved this Agreement and the Boards of Directors of Pamrapo New
Jersey and Pamrapo Delaware have directed that this Agreement be submitted to a
vote of their stockholders.
NOW THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, Pamrapo New Jersey and Pamrapo Delaware, subject to the terms and
conditions hereinafter set forth, hereby agree as follows:
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MERGER
1.1 Merger. In accordance with the provisions of this Agreement, the
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Delaware General Corporation Law (the "DGCL") and the New Jersey Business
Corporation Act (the "NJBCA "), Pamrapo Delaware shall be merged with and into
Pamrapo New Jersey (the "Merger"). Pamrapo New Jersey shall be and is
hereinafter sometimes referred to as the "Surviving Corporation." Pamrapo New
Jersey and Pamrapo Delaware are sometimes hereinafter referred to as the
"Constituent Corporations."
1.2 Filing and Effectiveness. The Merger shall become effective (the
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"Effective Date") when the following actions shall have been completed:
(a) The Agreement and the Merger shall have been adopted and
approved by the stockholders of each Constituent Corporation in accordance
with the requirements of the DGCL and the NJBCA;
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(b) An executed counterpart of the Agreement and/or any other
certificates required by the NJBCA, shall have been filed with the
Secretary of State of the State of New Jersey in accordance with the
applicable laws of such State;
(c) A Certificate of Merger, in the form required by the DGCL,
shall have been filed with the Secretary of State of the State of Delaware
in accordance with the applicable laws of such State; and
(d) All filings and/or applications have been made with
applicable regulatory agencies and entities and the Constituent
Corporations shall have received all necessary approvals and satisfied all
applicable waiting periods required by such regulatory entities.
1.3 Certificate of Incorporation; Change of Name. The Certificate of
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Incorporation of Pamrapo New Jersey as in effect on the Effective Date of the
Merger shall continue in full force and effect as the Certificate of
Incorporation of the Surviving Corporation.
1.4 Bylaws. The Bylaws of Pamrapo New Jersey as in effect on the
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Effective Date shall continue in full force and effect as the Bylaws of the
Surviving Corporation.
1.5 Directors and Officers. The directors and officers of Pamrapo New
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Jersey in office immediately prior to the Effective Date shall continue in
office as the directors and officers of the Surviving Corporation until their
successors shall have been elected and shall qualify or until otherwise provided
by law, the Certificate of Incorporation of the Surviving Corporation and the
Bylaws of the Surviving Corporation.
1.6 Effect of Merger. Upon the Effective Date, the separate existence
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of Pamrapo Delaware shall cease and Pamrapo New Jersey, as the Surviving
Corporation (i) shall continue to possess all of its rights and property as
constituted immediately prior to the Effective Date and shall succeed, without
other transfer, to all of the rights and property of Pamrapo Delaware, and (ii)
shall continue to be subject to all of its debts and liabilities as constituted
immediately prior to the Effective Date and shall succeed, without other
transfer, to all of the debts and liabilities of Pamrapo Delaware in the same
manner as if Pamrapo New Jersey had itself incurred them, pursuant to the DGCL
and NJBCA.
II
MANNER OF CONVERSION OF STOCK
2.1 Pamrapo Delaware Capital Stock. The Shares of Common Stock of
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Pamrapo Delaware issued and outstanding on the Effective Date shall, by virtue
of the Merger and without any action on the part of either the holders of such
shares or the Surviving Corporation, be converted into fully paid and
nonassessable shares of Common Stock, par value $.01 per share, of the Surviving
Corporation on the basis of one share of Common Stock of the Surviving
Corporation for each one share of Common Stock of Pamrapo Delaware.
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2.2 Pamrapo New Jersey Capital Stock. Any then outstanding shares of
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Common Stock of Pamrapo New Jersey which are owned by Pamrapo Delaware
immediately prior to the Merger shall be cancelled at the Effective Date.
III
MISCELLANEOUS
3.1 Abandonment. At any time before the Effective Date, the Agreement
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may be terminated and the Merger may be abandoned for any reason whatsoever by
the Board of Directors of either Pamrapo Delaware or Pamrapo New Jersey, or
both, notwithstanding approval of the Agreement by the shareholders of Pamrapo
Delaware or Pamrapo New Jersey, or both.
3.2 Registered Office. The registered office of the Surviving
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Corporation in the State of New Jersey is located at 000 Xxxxxx X, Xxxxxxx, Xxx
Xxxxxx 00000. The registered agent of the Surviving Corporation at such address
is Pamrapo Bancorp, Inc.
3.3 Agreement. Executed copies of the Agreement will be on file at the
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principal place of business of the Surviving Corporation at 000 Xxxxxx X,
Xxxxxxx, Xxx Xxxxxx 00000, and copies thereof will be furnished to any
stockholder of each Constituent Corporation upon request and without cost.
3.4 Governing Law. The Agreement shall in all respects be construed,
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interpreted and enforced in accordance with and governed by the laws of the
State of New Jersey, and, so far as applicable, the merger provisions of the
DGCL.
3.5 Counterparts. In order to facilitate the filing and recording of
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the Agreement, it may be executed in any number of counterparts, each of
which shall be deemed to be an original.
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IN WITNESS WHEREOF, this Agreement, having first been approved by the
Boards of Directors of Pamrapo New Jersey and Pamrapo Delaware, is hereby
executed on behalf of each of such corporations by their respective officers
thereunto duly authorized.
PAMRAPO BANCORP, INC.
a Delaware corporation
_____________________________
Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
ATTEST:
_______________________
Xxxxxxxx Xxxxx
Secretary
PAMRAPO BANCORP, INC.
a New Jersey corporation
_____________________________
Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
ATTEST:
_______________________
Xxxxxxxx Xxxxx
Secretary
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