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Agreement and Plan of Acquisition

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Title:

Agreement and Plan of Acquisition

Entities:

Lakeview Financial Corp

Date:

2003

Size:

Preview shows 7KB of 116KB total

Price:

$64

ID:

#1364458

► Plans ► Agreements ► Agreements & Plans of Acquisition

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AGREEMENT AND PLAN OF ACQUISITION

THIS AGREEMENT AND PLAN OF ACQUISITION (this Agreement) is made and entered into as of August 26, 2003, by and among LANDMARK LAND COMPANY, INC.(Parent), a Delaware corporation and KES, INC.(Company), an Ohio corporation.

PREAMBLE

The respective Boards of Directors of Company and Parent are of the opinion that the transactions described herein are in the best interests of the parties to this Agreement and their respective stockholders. This Agreement provides for the acquisition of Company by Parent. At the effective time of such acquisition, the outstanding shares of the capital stock of Company shall be exchanged for shares of the common stock of Parent. The transactions described in this Agreement are subject to the approval of the stockholders of Company and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the acquisition for federal income tax purposes shall qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code and that this Agreement shall constitute a plan of reorganization for the purposes of the Internal Revenue Code.

Certain terms used in this Agreement are defined in Section 10.1 of this Agreement.

NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the parties agree as follows:

ARTICLE 1
TRANSACTIONS AND TERMS OF ACQUISITION

1.1 ACQUISITION.

Subject to the terms and conditions of this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (DGCL), at the Effective Time, Company shall be acquired by the Parent (the Acquisition). The Acquisition shall be consummated pursuant to the terms of this Agreement, which has been approved and adopted by the respective Boards of Directors of Company and Parent and by the shareholders of Company.

1.2 EFFECTIVE TIME.

The Acquisition and other transactions contemplated by this Agreement shall occur on and shall become effective as of August 31, 2003 (the Effective Time).

ARTICLE 2
MANNER OF EXCHANGING SHARES

2.1 EXCHANGING OF SHARES.

At the Effective Time, the shares of Company and Parent shall be exchanged as follows:

(a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be exchanged for 22,881 shares of Parent Common Stock.

ARTICLE 3
EXCHANGE OF SHARES

3.1 EXCHANGE PROCEDURES.

     (a) Promptly after the Effective Time, each holder of shares of Company Common Stock issued and outstanding at the Effective Time shall deliver to Parent the Certificate or Certificates representing such shares and the Shareholder Representation Agreement in the form attached hereto as Exhibit 1 (or such other form as shall be reasonably satisfactory to Parent). Parent shall not be obligated to deliver the consideration to which any former holder of Company Common Stock is entitled as a result of the Acquisition until such holder surrenders such holders Certificate or Certificates for exchange as provided in this Section 3.1 and delivers the Stockholder Representation Agreement, which Company acknowledges and agrees is a condition to effecting the issuance of Parent Common Stock as a private placement pursuant to Section 4(2) of the Securities Act and that Parent will be relying upon the representations made by each stockholder of Company in the applicable Stockholder Representation Agreement in connection with the issuance of Parent Common Stock to such stockholder.

     (b) Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code or any provision of state or local Tax Law. To the extent that any amounts are so withheld by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent.

     (c) Any other provision of this Agreement notwithstanding, Parent shall not be liable to a holder of Company Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law.

3.2 RIGHTS OF FORMER COMPANY STOCKHOLDERS.

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	(a) Promptly after the Effective Time, each holder of shares of Company Common Stock issued and outstanding at the Effective Time shall deliver to Parent the Certificate or Certificates representing such shares and the Shareholder Representation Agreement in the form attached hereto as Exhibit 1 (or such other form as shall be reasonably satisfactory to Parent). Parent shall not be obligated to deliver the consideration to which any former holder of Company Common Stock is entitled as a result of the Acquisition until such holder surrenders such holders Certificate or Certificates for exchange as provided in this Section 3.1 and delivers the Stockholder Representation Agreement, which Company acknowledges and agrees is a condition to effecting the issuance of Parent Common Stock as a private placement pursuant to Section 4(2) of the Securities Act and that Parent will be relying upon the representations made by each stockholder of Company in the applicable Stockholder Representation Agreement in connection with the issuance of Parent Common Stock to such stockholder.

	(b) Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code or any provision of state or local Tax Law. To the extent that any amounts are so withheld by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent.

	(c) Any other provision of this Agreement notwithstanding, Parent shall not be liable to a holder of Company Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law.