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Title: |
Merger Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 9KB of 132KB total |
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Price: |
$55 |
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ID: |
#1452535 |
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C O N F I D E N T I A L
ACQUISITION DOCUMENT
(Cash Purchase and Reverse Triangular Merger Transaction)
****
<PAGE>
MERGER AGREEMENT
AMONG
BOK FINANCIAL CORPORATION,
BOKF MERGER CORPORATION NUMBER ELEVEN,
COLORADO FUNDING COMPANY,
COLORADO STATE BANK AND TRUST,
AND
CERTAIN SHAREHOLDERS OF COLORADO FUNDING COMPANY
* * * *
Agreement Date of July 8, 2003
<PAGE>
Agreement Date of July 8, 2003
INDEX
to
MERGER AGREEMENT
Section Page
------- ----
1. Purpose of this Merger Agreement....................................... 1
2. The Merger..............................................................2
3. Effect of the Merger....................................................5
4. Representations and Warranties of CFC ..................................5
5. Representations and Warranties of BOKF and Merger Corp.................17
6. Covenants..............................................................19
7. Conditions Precedent to Closing by BOKF and Merger Corp................33
8. Conditions Precedent to Closing by CFC and Bank .......................35
9. Closing................................................................36
10. General Escrow..........................................................37
11. Credits Escrow..........................................................40
12. Tax Escrow.............................................................43
13. Shareholders Committee.................................................46
14. Break-up Fee...........................................................48
15. Miscellaneous Provisions...............................................49
Exhibit Caption Exhibit Number
--------------- --------------
Options 4.3
Material Liabilities 4.6.3
Conduct of Business Exceptions 4.7
Material Contracts and Commitments 4.9
Litigation 4.10
Encumbrances 4.14
Employee Contracts and Benefit Plans 4.15
Exceptions to Ordinary Course since 1/1/03 4.22
Offeree Employees 6.9
Form of Escrow Agreement 10.2
<PAGE>
MERGER AGREEMENT
This merger agreement ("Merger Agreement" or "Agreement") is made as of
July 8, 2003 (the "Agreement Date") among:
(i) Colorado Funding Company, a Colorado corporation ("CFC");
(ii) Colorado State Bank and Trust, a Colorado state bank ("Bank");
(iii) BOK Financial Corporation, an Oklahoma corporation ("BOKF");
(iv) BOKF Merger Corporation Number Eleven, a Colorado corporation
("Merger Corp"); and,
(v) Those shareholders of CFC hereafter signing this Agreement (the
"Principal Shareholders").
In consideration of the mutual covenants contained herein, the adequacy
of which is hereby expressly acknowledged, and intending to be legally bound
hereby, CFC, Bank, BOKF, Merger Corp and the Principal Shareholders agree as
follows:
1. Purpose of this Merger Agreement. The purpose of this Merger Agreement is as
follows:
1.1. CFC is a bank holding company organized under the laws of Colorado
with offices in Denver, Colorado. CFC is subject to regulation by the
Board of Governors of the Federal Reserve System ("FRB"). CFC owns all
of the issued and outstanding capital stock of Bank (headquartered in
Denver, Colorado). Bank is a bank organized in accordance with the
laws of the State of Colorado and subject to regulation by the
Colorado Department of Regulatory Agencies, Division of Banking. The
issued and outstanding capital stock of CFC consists solely of a
single class of two hundred fifty thousand (250,000) shares of common
stock of a par value of $10.00 per share of which 116,125 shares are
issued and outstanding. The issued and outstanding capital stock of
Bank consists solely of a single class of one hundred thousand
(100,000) shares of common stock of a par value of $20.00 per share
("Bank Common Stock"). The common stock of CFC issued and outstanding
as of the Closing is hereafter called the "CFC Common Stock".
1.2. BOKF is a bank holding company organized under the laws of the State
of Oklahoma. BOKF is subject to regulation by the FRB. BOKF owns all
of the capital stock of Merger Corp. Merger Corp is a bank holding
company organized under the laws of the State of Oklahoma. Merger Corp
is subject to regulation by the FRB. The issued and outstanding
capital stock of Merger Corp consists solely of 1,000 shares of common
stock, par value of $1.00 per share, of which 1,000 shares are issued
and outstanding.
1.3. The purpose of this Merger Agreement is to set forth the terms and
conditions on which CFC and Merger Corp shall merge. This Merger
Agreement shall constitute a plan of merger for corporate law purposes
and for federal income tax purposes under Section 368(a)(2)(E) of the
Internal Revenue Code.
2. The Merger. On the terms and conditions hereafter stated, Merger Corp shall
be merged into CFC (the "Merger").
2.1. CFC shall be the surviving corporation ("Surviving Corporation").
2.2. The Articles of Incorporation of Merger Corp shall be the Articles of
Incorporation of the Surviving Corporation until changed as provided
by law.
2.3. The Bylaws of Merger Corp shall be the Bylaws of the Surviving
Corporation until changed as provided by law.
2.4. The officers of Merger Corp shall be the officers of the Surviving
Corporation, until changed as provided by law.
2.5. The directors of Merger Corp shall be the directors of the Surviving
Corporation until changed as provided by law.
2.6. The Merger shall be effective at the Closing (as hereafter provided in
Section 9.
2.7. Each share of issued and outstanding CFC Common Stock shall, subject
to dissenters rights pursuant to 7-113-101 et seq. of the Colorado
Business Corporation Act, automatically and without any action on the
part of the holder thereof, be cancelled and converted solely into the
right to receive:
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