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Document Preview Agreement and Plan of Merger |
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Title: |
Agreement and Plan of Merger |
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Entities: |
ABC Bancorp; First National Banc Inc; Nasdaq Stock Market Inc.; Smith, Gambrell & Russell |
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Date: |
2005 |
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Size: |
Preview shows 37KB of 206KB total |
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Price: |
$69 |
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ID: |
#1449343 |
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Start of Preview |
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AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ABC BANCORP
THE FIRST BANK OF BRUNSWICK
FIRST NATIONAL BANC, INC.
FIRST NATIONAL BANK, ST. MARYS, GEORGIA
AND
FIRST NATIONAL BANK, ORANGE PARK, FLORIDA
As of June 30, 2005
TABLE OF CONTENTS
| Page | ||||
| ARTICLE 1. TERMS OF MERGERS AND CLOSING | ||||
|
SECTION 1.1 |
Company Merger. | 1 | ||
|
SECTION 1.2 |
Bank Merger. | 2 | ||
|
SECTION 1.3 |
Time and Place of Closing. | 2 | ||
|
SECTION 1.4 |
Effective Time. | 2 | ||
| ARTICLE 2. ARTICLES; BY-LAWS; MANAGEMENT | ||||
|
SECTION 2.1 |
Company Merger. | 2 | ||
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SECTION 2.2 |
Bank Merger. | 2 | ||
| ARTICLE 3. MANNER OF CONVERTING AND EXCHANGING SHARES IN THE COMPANY MERGER | ||||
|
SECTION 3.1 |
Conversion of Shares. | 3 | ||
|
SECTION 3.2 |
Exchange of Shares. | 6 | ||
|
SECTION 3.3 |
Shares Held by Target or Purchaser. | 7 | ||
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SECTION 3.4 |
Rights of Former Target Shareholders. | 7 | ||
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SECTION 3.5 |
Treatment of Stock Options. | 7 | ||
| ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANKS | ||||
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SECTION 4.1 |
Organization, Standing and Power. | 8 | ||
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SECTION 4.2 |
Authority; No Breach. | 8 | ||
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SECTION 4.3 |
Capital Stock. | 9 | ||
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SECTION 4.4 |
Target Subsidiaries. | 9 | ||
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SECTION 4.5 |
Financial Statements. | 10 | ||
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SECTION 4.6 |
Absence of Undisclosed Liabilities. | 11 | ||
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SECTION 4.7 |
Absence of Certain Changes or Events. | 11 | ||
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SECTION 4.8 |
Tax Matters. | 11 | ||
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SECTION 4.9 |
Target Allowance for Possible Loan Losses. | 12 | ||
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SECTION 4.10 |
Assets. | 13 | ||
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SECTION 4.11 |
Environmental Matters. | 13 | ||
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SECTION 4.12 |
Compliance with Laws. | 14 | ||
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SECTION 4.13 |
Labor Relations. | 15 | ||
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SECTION 4.14 |
Employee Benefit Plans. | 16 | ||
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SECTION 4.15 |
Material Contracts. | 18 | ||
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SECTION 4.16 |
Legal Proceedings. | 18 | ||
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SECTION 4.17 |
Reports. | 19 | ||
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SECTION 4.18 |
Statements True and Correct. | 19 | ||
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SECTION 4.19 |
Tax and Regulatory Matters. | 19 | ||
|
SECTION 4.20 |
Intellectual Property. | 20 | ||
i
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SECTION 4.21 |
Charter Provisions. | 20 | ||
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SECTION 4.22 |
State Takeover Laws. | 21 | ||
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SECTION 4.23 |
Derivatives. | 21 | ||
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SECTION 4.24 |
Community Reinvestment Act. | 21 | ||
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SECTION 4.25 |
Privacy of Customer Information. | 21 | ||
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SECTION 4.26 |
Technology Systems. | 21 | ||
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SECTION 4.27 |
Opinion of Financial Advisor. | 22 | ||
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SECTION 4.28 |
Insurance Agency. | 22 | ||
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SECTION 4.29 |
Board Recommendation. | 22 | ||
| ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF PURCHASER | ||||
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SECTION 5.1 |
Organization, Standing and Power. | 22 | ||
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SECTION 5.2 |
Authority; No Breach | 22 | ||
|
SECTION 5.3 |
Capital Stock | 23 | ||
|
SECTION 5.4 |
Purchaser Subsidiaries | 24 | ||
|
SECTION 5.5 |
Financial Statements. | 24 | ||
|
SECTION 5.6 |
Absence of Undisclosed Liabilities. | 25 | ||
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SECTION 5.7 |
Absence of Certain Changes or Events. | 25 | ||
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SECTION 5.8 |
Tax Matters. | 25 | ||
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SECTION 5.9 |
Purchaser Allowance for Possible Loan Losses. | 26 | ||
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SECTION 5.10 |
Assets. | 26 | ||
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SECTION 5.11 |
Environmental Matters. | 27 | ||
|
SECTION 5.12 |
Compliance with Laws. | 28 | ||
|
SECTION 5.13 |
Labor Relations. | 29 | ||
|
SECTION 5.14 |
Legal Proceedings. | 29 | ||
|
SECTION 5.15 |
Reports. | 30 | ||
|
SECTION 5.16 |
Statements True and Correct. | 30 | ||
|
SECTION 5.17 |
Tax and Regulatory Matters. | 30 | ||
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SECTION 5.18 |
Charter Provisions. | 31 | ||
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SECTION 5.19 |
Community Reinvestment Act. | 31 | ||
| ARTICLE 6. CONDUCT OF BUSINESS PENDING CONSUMMATION | ||||
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SECTION 6.1 |
Affirmative Covenants of Target | 31 | ||
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SECTION 6.2 |
Negative Covenants of Target | 31 | ||
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SECTION 6.3 |
Affirmative Covenants of Purchaser. | 34 | ||
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SECTION 6.4 |
Adverse Changes in Condition | 34 | ||
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SECTION 6.5 |
Reporting Requirements. | 34 | ||
| ARTICLE 7. ADDITIONAL AGREEMENTS | ||||
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SECTION 7.1 |
Registration Statement; Proxy Statement; Shareholder Approval | 35 | ||
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SECTION 7.2 |
Listing. | 35 | ||
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SECTION 7.3 |
Applications. | 35 | ||
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SECTION 7.4 |
Filings with State Offices. | 36 | ||
ii
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SECTION 7.5 |
Agreement as to Efforts to Consummate. |
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End of Preview |
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