Preview | Merger Agreement | First Commerce Corporation; Bank of Granite Corp.

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Merger Agreement

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Title:

Merger Agreement

Entities:

Bank of Granite Corp.; First Commerce Corporation; Bank of Granite Corp.

Date:

2002

Size:

Preview shows 43KB of 224KB total

Price:

$88

ID:

#125559

► M&A ► Merger Agreements
► Financial ► Regional Banks

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MERGER AGREEMENT

by and between

BANK OF GRANITE CORPORATION

and

FIRST COMMERCE CORPORATION

Dated as of December 18, 2002

TABLE OF CONTENTS


	Page
ARTICLE I

DEFINED TERMS

1.1 Definitions		1

ARTICLE II

THE HOLDING COMPANY MERGER;

CONVERSION AND EXCHANGE OF COMPANY SHARES

2.1 The Holding Company Merger		9
2.2 Company Shares		10
2.3 Merger Consideration		10
2.4 Election and Pro Ration Procedures		11
2.5 Closing Payment		13
2.6 Exchange Procedures		13
2.7 Dissenting Shares		14
2.8 Company Stock Options		14

ARTICLE III

THE BANK MERGER;

CONVERSION AND EXCHANGE OF COMPANY BANK SHARES

3.1 The Bank Merger		16
3.2 Company Bank Shares		16
3.3 Company Bank Offices		16

ARTICLE IV

THE CLOSING

4.1 Closing		16
4.2 Deliveries by the Company		16
4.3 Deliveries by the Buyer		17

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

5.1 Organization; Standing and Power		17
5.2 Authority; No Conflicts		17
5.3 Capital Stock		18
5.4 SEC Filings; Company Financial Statements		18
5.5 Absence of Undisclosed Liabilities		19


	Page
5.6 Absence of Certain Changes or Events		19
5.7 Tax Matters		19
5.8 Assets		20
5.9 Securities Portfolio and Investments		21
5.10 Environmental Matters		21
5.11 Compliance with Laws		21
5.12 Labor Relations		22
5.13 Employee Benefit Plans		22
5.14 Contracts		23
5.15 Legal Proceedings		24
5.16 Reports		24
5.17 Registration Statement; Proxy Statement		24
5.18 Accounting, Tax, and Regulatory Matters		24
5.19 State Takeover Laws		24
5.20 Charter Provisions		24
5.21 Records		25
5.22 Derivatives		25
5.23 Certain Regulated Businesses		25
5.24 Commissions		25

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE BUYER

6.1 Organization; Standing and Power		25
6.2 Authority; No Conflicts		26
6.3 Buyers Stock		26
6.4 SEC Filings; Buyer Financial Statements		27
6.5 Absence of Undisclosed Liabilities		27
6.6 Tax Matters		28
6.7 Absence of Certain Changes or Events		28
6.8 Compliance with Laws		28
6.9 Securities Portfolio		28
6.10 Employee Benefit Plans		29
6.11 Legal Proceedings		29
6.12 Reports		29
6.13 Registration Statement; Proxy Statement		29
6.14 Accounting, Tax, and Regulatory Matters		30
6.15 Derivatives		30
6.16 Commissions		30

ARTICLE VII

COVENANTS

7.1 Covenants of the Company		30
7.2 Covenants of the Buyer		33
7.3 Covenants of All Parties to the Agreement		36


	Page

ARTICLE VIII
DISCLOSURE OF ADDITIONAL INFORMATION

8.1 Access to Information		37
8.2 Access to Premises		37
8.3 Environmental Survey		38
8.4 Confidentiality		38
8.5 Publicity		38

ARTICLE IX

CONDITIONS TO CLOSING

9.1 Mutual Conditions		38
9.2 Conditions to the Obligations of the Company		39
9.3 Conditions to the Obligations of the Buyer		40

ARTICLE X

TERMINATION

10.1 Termination		41
10.2 Procedure and Effect of Termination		43
10.3 Termination Fee; Expenses		44

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1 Expenses		44
11.2 Survival of Representations		44
11.3 Amendment and Modification		44
11.4 Waiver of Compliance; Consents		45
11.5 Notices		45
11.6 Assignment		46
11.7 Separable Provisions		46
11.8 Governing Law		46
11.9 Counterparts		46
11.10 Interpretation		46
11.11 Entire Agreement		46

iii

EXHIBITS


Exhibit A		Form of Plan of Merger in respect of the Holding Company Merger
Exhibit B		Form of Plan of Merger in respect of the Bank Merger
Exhibit C

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