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Document Preview Agreement and Plan of Reorganization |
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Title: |
Agreement and Plan of Reorganization |
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Entities: |
Community Bank System Inc.; Community Banks, Inc.; Financial Institutions Inc.; National Penn Bancshares, Inc.; Promistar Financial Corp; United Bankshares, Inc.; WesBanco, Inc.; Buchanan Ingersoll PC |
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Date: |
2001 |
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Size: |
Preview shows 7KB of 195KB total |
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Price: |
$46 |
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ID: |
#1254327 |
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AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
PROMISTAR FINANCIAL CORPORATION
AND
FNH CORPORATION
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, is made and entered
into as of this 24th day of February, 2001 (the "Reorganization Agreement"), by
and between Promistar Financial Corporation, a business corporation organized
and existing under the laws of the Commonwealth of Pennsylvania with its
principal office at 551 Main Street, Johnstown, Pennsylvania 15901, formerly
named BT Financial Corporation ("Promistar"),
AND
FNH Corporation, a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania with its principal office at 98 Wendel Road, Irwin,
Pennsylvania 15642 ("FNH").
WITNESSETH:
WHEREAS, the respective Boards of Directors of Promistar and
FNH have determined that it would be in the best interests of their respective
organizations, shareholders and customers and the communities served by them,
for FNH to be merged with and into Promistar (the "Merger") pursuant to this
Reorganization Agreement, whereby the shareholders of FNH will receive shares of
common stock of Promistar in exchange for their shares of FNH Common Stock; and
WHEREAS, the respective Boards of Directors of Promistar and
FNH have approved the proposed merger of FNH with and into Promistar upon the
terms and conditions set forth in this Reorganization Agreement; and
WHEREAS, the parties intend that the Merger will qualify as a
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code").
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants, conditions and actions hereinafter set
forth, the parties hereto, each intending to be legally bound hereby, agree as
follows:
ARTICLE I
DEFINITIONS
1.01. Definitions. The terms defined in this Section 1.01
-----------
shall have the meanings herein specified, unless the context clearly requires
otherwise. Other terms used herein are defined elsewhere in this Reorganization
Agreement.
"Affiliate" of a Party means a Person that, directly or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such Party.
"Articles of Merger" means the Articles of Merger delivered to
the Department of State of the Commonwealth of Pennsylvania for filing pursuant
to Sections 1921 et seq. of the BCL.
"Bank" means First National Bank of Herminie.
<PAGE>
"Bank Merger" means the merger of Bank with and into Promistar
Bank, with Promistar Bank as the Resulting Institution.
"BCL" means the Pennsylvania Business Corporation Law of 1988,
as amended.
"CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
"Closing Date" shall have the meaning set forth in Section
2.05(a).
"COBRA" means the Consolidated Omnibus Budget Reconciliation
Act of 1986.
"Comptroller" means the Office of the Comptroller of the
Currency.
"Department of Banking" means the Pennsylvania Department of
Banking.
"Dissenting Shares" means any shares of FNH Common Stock for
which the shareholder has asserted dissenters rights under the provisions of
Subchapter D of the BCL and who has performed every act required up to the time
involved for the assertion of those rights.
"Effective Time" means the date and time specified in the
Articles of Merger.
"Environmental Condition" shall have the meaning set forth in
Section 4.01(q).
"Environmental Law" shall mean all statutory and common law,
rules, regulations, ordinances, Governmental Approvals, guidelines, policies,
judicial or administrative orders or decrees of any federal, state, or local
Governmental Authority relating to the protection of human health and safety or
the environment.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"FDIA" means the Federal Deposit Insurance Act, as amended.
"FDIC" means the Federal Deposit Insurance Corporation.
"Federal Reserve Board" means the Board of Governors of the
Federal Reserve System.
"FHLMC" means the Federal Home Loan Mortgage Corporation.
"FNH Common Stock" means the common stock, no par value per
share, of FNH.
"Governmental Approvals" means all permits, licenses,
authorizations, consents, approvals, waivers, variances or exemptions issued by
any Governmental Authority.
- 2 -
<PAGE>
"Governmental Authority" means any federal, state, local or
foreign, regional or other judicial, governmental, administrative or regulatory
authority or instrumentality.
"NASD" means the National Association of Securities Dealers,
Inc.
"NASDAQ" means the NASD Automated Quotations System.
"Option" means the Option granted to Promistar by FNH under
the Stock Option Agreement of even date herewith between Promistar and FNH.
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