Agreement and Plan of Reorganization and Merger Sample Contracts

RECITALS:
Agreement and Plan of Reorganization and Merger • October 10th, 2006 • United Security Bancshares • National commercial banks • California
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EXHIBIT 10.32 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • February 22nd, 2000 • National Information Consortium • Services-business services, nec • California
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • February 14th, 2000 • Futurelink Corp • Services-computer programming services • Maryland
AMONG
Agreement and Plan of Reorganization and Merger • July 20th, 2000 • General Credit Corp • Short-term business credit institutions • New York
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • January 30th, 2013 • SearchCore, Inc. • Services-management services
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
1 EXHIBIT 99.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • December 17th, 1997 • Power Test Investors LTD Partnership • Wholesale-petroleum bulk stations & terminals • Maryland
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF APRIL 24, 2017 AMONG SIERRA BANCORP AND OCB BANCORP
Agreement and Plan of Reorganization and Merger • April 25th, 2017 • Sierra Bancorp • State commercial banks • California

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of April 24, 2017, by and between Sierra Bancorp, a California corporation (“Parent”), and OCB Bancorp, a California corporation (“Company”).

W I T N E S S E T H:
Agreement and Plan of Reorganization and Merger • November 14th, 2002 • High Street Corp • National commercial banks • North Carolina
1 EXHIBIT 2.13 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • July 18th, 1997 • American Physician Partners Inc • Services-misc health & allied services, nec • New York
AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER By and Between CARDINAL BANKSHARES CORPORATION and MOUNTAINBANK FINANCIAL CORPORATION
Agreement and Plan of Reorganization and Merger • September 27th, 2002 • Mountainbank Financial Corp • National commercial banks

THIS AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the “Amendment”) is entered into as of the 25th day of September, 2002, by and between CARDINAL BANKSHARES CORPORATION (“Cardinal”) and MOUNTAINBANK FINANCIAL CORPORATION (“MFC”).

Exhibit 2 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER by and between
Agreement and Plan of Reorganization and Merger • March 20th, 2003 • Crescent Financial Corp • Savings institution, federally chartered • North Carolina
1 EXHIBIT 99.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • January 19th, 2000 • E Tek Dynamics Inc • Semiconductors & related devices • Delaware
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
BY AND AMONG
Agreement and Plan of Reorganization and Merger • November 3rd, 1998 • Quicksilver Resources Inc • Texas
AGREEMENT and PLAN OF REORGANIZATION AND MERGER by and among TUMBLEWEED COMMUNICATIONS CORP., VELOCITY ACQUISITION SUB, INC. and VALICERT, INC.
Agreement and Plan of Reorganization and Merger • March 5th, 2003 • Valicert Inc • Services-computer programming services • Delaware

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (this “Agreement”), dated as of February 18, 2003, by and among Tumbleweed Communications Corp., a Delaware corporation (“Parent”), Velocity Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Sub”), and Valicert, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND AMONG PEERLESS SYSTEMS CORPORATION AUCO MERGER SUB, AND AUCO, INC. Dated as of April 6, 1999
Agreement and Plan of Reorganization and Merger • April 20th, 1999 • Peerless Systems Corp • Wholesale-computers & peripheral equipment & software • California
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • December 21st, 2012 • Central Valley Community Bancorp • State commercial banks • California

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 BETWEEN FIRST MERCHANTS CORPORATION AND INDEPENDENT ALLIANCE BANKS, INC.
Agreement and Plan of Reorganization and Merger • February 17th, 2017 • First Merchants Corp • National commercial banks • Indiana

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”).

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WITNESSETH:
Agreement and Plan of Reorganization and Merger • May 5th, 1997 • Palex Inc • Millwood, veneer, plywood, & structural wood members • Delaware
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.
Agreement and Plan of Reorganization and Merger • October 15th, 2007 • Amnutria Dairy Inc. • Blank checks • Nevada

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.

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BETWEEN FIRST MERCHANTS CORPORATION AND AMERIANA BANCORP
Agreement and Plan of Reorganization and Merger • June 29th, 2015 • Ameriana Bancorp • Savings institution, federally chartered • Indiana

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”).

4- 5 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • April 2nd, 2001 • Leon Tours LTD • Blank checks
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • August 16th, 2011 • BankGuam Holding Co • Guam

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 BY AND AMONG WESTERN POWER & EQUIPMENT CORP., E-MOBILE, INC., AND E-MOBILE HOLDINGS, INC.
Agreement and Plan of Reorganization and Merger • December 15th, 2000 • Western Power & Equipment Corp • Wholesale-construction & mining (no petro) machinery & equip • New York

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement"), dated as of November 1, 2000, by and among WESTERN POWER & EQUIPMENT CORP., a Delaware corporation ("Western Power"), E-MOBILE, INC., a Delaware corporation ("E-Mobile"), and E-MOBILE HOLDINGS, INC., a newly-formed Delaware corporation, one-half of the issued and outstanding capital stock of which is owned by each of Western Power and E-Mobile ("Parent").

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • November 15th, 2004 • Bank Holdings • State commercial banks • California

This Agreement and Plan of Reorganization and Merger (the “Agreement”) is entered into as of August 20, 2004, by and among Nevada Security Bank (“NSB”), a Nevada banking corporation and wholly-owned subsidiary of The Bank Holdings (“Holdings”), CNA Trust Corporation (“CNA”), a California banking corporation and CNA Financial Corporation (“CNA Financial”), a Delaware corporation and parent company of CNA.

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • May 13th, 2005 • Summit Financial Corp • National commercial banks • South Carolina

We have acted as South Carolina counsel to First Citizens Bank and Trust Company, Inc. (“FCB”). a South Carolina-chartered bank, and its parent company, First Citizens Bancorporation, Inc. (“Bancorp”), a South Carolina corporation, in connection with the transactions described in that certain Agreement and Plan of Reorganization and Merger dated as of _________ 2005 (the “Agreement,” including the Plan of Merger referenced therein), by and among Summit Financial Corporation, Inc. (“Summit”), Summit National Bank (“SNB”), and FCB, and joined in by Bancorp. Pursuant to and in accordance with the terms and conditions of the Agreement, SFC and SNB are proposed to be merged into and with FCB (the “Merger”) and each of the outstanding shares of SFC’s common stock will be converted into the right to receive cash in the amount of $22.00. This letter is delivered in connection with the consummation and closing of the Merger and other transactions described in the Agreement (the “Closing”). Capi

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • April 29th, 2003 • Tumbleweed Communications Corp • Services-prepackaged software • Delaware

This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of April 23, 2003 (this “Amendment”), is made by and among Tumbleweed Communications Corp., a Delaware corporation (“Parent”), Velocity Acquisition Sub, Inc., a Delaware corporation (the “Sub”), and Valicert, Inc., a Delaware corporation (the “Company”). Capitalized terms used m this Amendment and not otherwise defined herein shall have the respective meanings set forth in the Original Agreement (as defined hereinafter).

EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF REORGANIZATION AND MERGER 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 PAGE AGREEMENT AND...
Agreement and Plan of Reorganization and Merger • May 5th, 2020 • North Carolina

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
Agreement and Plan of Reorganization and Merger • April 29th, 2016 • Central Valley Community Bancorp • State commercial banks • California

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”).

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