Preview | Agreement and Plan of Merger |

Document Preview

Agreement and Plan of Merger

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Agreement and Plan of Merger

Entities:

Alabama National BanCorporation; JPMorgan Chase Bank; Federal National Mortgage Association; Powell, Goldstein, Frazer & Murphy LLP

Date:

2006

Size:

Preview shows 69KB of 228KB total

Price:

$65

ID:

#1714289

► Plans ► Agreements ► Agreements & Plans of Merger
► Miscellany ► Fortune 100
► Financial
► Financial ► Regional Banks
► Services ► Legal
► Miscellany ► Associations

Start of Preview

AGREEMENT AND PLAN OF MERGER

by and between

THE PB FINANCIAL SERVICES CORPORATION

and

ALABAMA NATIONAL BANCORPORATION

Dated as of

May 24, 2006

TABLE OF CONTENTS


ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER		1

1.1	MERGER	1
1.2	TIME AND PLACE OF CLOSING	1
1.3	EFFECTIVE TIME	2
1.4	SUPPORT AGREEMENTS	2

ARTICLE 2 EFFECT OF MERGER		2

2.1	CERTIFICATE OF INCORPORATION	2
2.2	BYLAWS	2
2.3	OFFICERS AND DIRECTORS	2

ARTICLE 3 CONVERSION OF CONSTITUENTS CAPITAL SHARES		2

3.1	MANNER OF CONVERTING SHARES	2
3.2	ANTI-DILUTION PROVISIONS	5
3.3	SHARES HELD BY PBF	5
3.4	DISSENTING STOCKHOLDERS	5
3.5	FRACTIONAL SHARES	5

ARTICLE 4 EXCHANGE OF SHARES		6

4.1	EXCHANGE PROCEDURES	6
4.2	RIGHTS OF FORMER PBF STOCKHOLDERS	6
4.3	IDENTITY OF RECIPIENT OF ANB COMMON STOCK	7
4.4	LOST OR STOLEN CERTIFICATES	7

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PBF		8

5.1	CORPORATE ORGANIZATION, STANDING AND POWER	8
5.2	AUTHORITY; NO BREACH BY AGREEMENT.	8
5.3	CAPITAL STOCK.	9
5.4	PBF SUBSIDIARIES.	9
5.5	FINANCIAL STATEMENTS	10
5.6	ABSENCE OF UNDISCLOSED LIABILITIES	11
5.7	ABSENCE OF CERTAIN CHANGES OR EVENTS	11
5.8	TAX MATTERS	12
5.9	LOAN PORTFOLIO; DOCUMENTATION AND REPORTS.	13
5.10	ASSETS; INSURANCE	14
5.11	ENVIRONMENTAL MATTERS.	15
5.12	COMPLIANCE WITH LAWS	16
5.13	LABOR RELATIONS; EMPLOYEES.	16
5.14	EMPLOYEE BENEFIT PLANS.	17
5.15	MATERIAL CONTRACTS	18
5.16	LEGAL PROCEEDINGS	19
5.17	REPORTS	19
5.18	STATEMENTS TRUE AND CORRECT	20
5.19	TAX AND REGULATORY MATTERS	20
5.20	OFFICES	20
5.21	DATA PROCESSING SYSTEMS	21
5.22	INTELLECTUAL PROPERTY	21
5.23	ADMINISTRATION OF TRUST ACCOUNTS	21
5.24	ADVISORY FEES	21
5.25	REGULATORY APPROVALS	21
5.26	OPINION OF COUNSEL	21
5.27	REPURCHASE AGREEMENTS; DERIVATIVES CONTRACTS	21


5.28	ANTITAKEOVER PROVISIONS	22
5.29	TRANSACTIONS WITH MANAGEMENT	22
5.30	DEPOSITS	22
5.31	ACCOUNTING CONTROLS	22
5.32	DEPOSIT INSURANCE	22
5.33	REGISTRATION OBLIGATIONS	23

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF ANB		23

6.1	ORGANIZATION, STANDING AND POWER	23
6.2	AUTHORITY; NO BREACH BY AGREEMENT	23
6.3	CAPITAL STOCK	24
6.4	REPORTS AND FINANCIAL STATEMENTS	24
6.5	ABSENCE OF UNDISCLOSED LIABILITIES	25
6.6	ABSENCE OF CERTAIN CHANGES OR EVENTS	25
6.7	COMPLIANCE WITH LAWS	25
6.8	MATERIAL CONTRACTS	26
6.9	LEGAL PROCEEDINGS	26
6.10	STATEMENTS TRUE AND CORRECT	26
6.11	TAX AND REGULATORY MATTERS	26
6.12	1934 ACT COMPLIANCE	26
6.13	REGULATORY APPROVALS	27
6.14	OPINION OF COUNSEL	27

ARTICLE 7 CONDUCT OF BUSINESS PENDING CONSUMMATION		27

7.1	COVENANTS OF BOTH PARTIES.	27
7.2	COVENANTS OF PBF	27
7.3	COVENANTS OF ANB	31
7.4	ADVERSE CHANGES IN CONDITION	31
7.5	REPORTS	31
7.6	ACQUISITION PROPOSALS.	31
7.7	NASDAQ QUALIFICATION	32

ARTICLE 8 ADDITIONAL AGREEMENTS		32

8.1	REGULATORY MATTERS.	32
8.2	ACCESS TO INFORMATION.	34
8.3	EFFORTS TO CONSUMMATE	35
8.4	PBF STOCKHOLDERS MEETING	35
8.5	CERTIFICATE OF OBJECTIONS	36
8.6	PUBLICITY	36
8.7	EXPENSES	36
8.8	FAILURE TO CLOSE.	36
8.9	FAIRNESS OPINION	36
8.10	TAX TREATMENT	37
8.11	AGREEMENT OF AFFILIATES	37
8.12	ENVIRONMENTAL AUDIT; TITLE POLICY; SURVEY.	37
8.13	COMPLIANCE MATTERS	38
8.14	CONFORMING ACCOUNTING AND RESERVE POLICIES	38
8.15	NOTICE OF DEADLINES	38
8.16	FIXED ASSET INVENTORY	38
8.17	DIRECTORS AND OFFICERS INDEMNIFICATION	38
8.18	ASSUMPTION OF TRUST PREFERRED OBLIGATIONS	39
8.19	401(K) PLAN	40
8.20	EMPLOYMENT AGREEMENTS	40
8.21	SECTION 280G MATTERS	40


ARTICLE 9 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE		40

9.1	CONDITIONS TO OBLIGATIONS OF EACH PARTY	40
9.2	CONDITIONS TO OBLIGATIONS OF ANB	41
9.3	CONDITIONS TO OBLIGATIONS OF PBF	45

ARTICLE 10 TERMINATION		46

10.1	TERMINATION	46
10.2	EFFECT OF TERMINATION.	47
10.3	NON-SURVIVAL OF REPRESENTATIONS AND COVENANTS	48

ARTICLE 11 MISCELLANEOUS		48

11.1	DEFINITIONS	48
11.2	ENTIRE AGREEMENT	57
11.3	AMENDMENTS	57
11.4	WAIVERS.	57
11.5	ASSIGNMENT	57
11.6	NOTICES	58
11.7	BROKERS AND FINDERS	58
11.8	GOVERNING LAW	59
11.9	COUNTERPARTS	59
11.10	CAPTIONS	59
11.11	ENFORCEMENT OF AGREEMENT	59
11.12	SEVERABILITY	59
11.13	CONSTRUCTION OF TERMS	59
11.14	SCHEDULES	60
11.15	EXHIBITS AND SCHEDULES	60
11.16	NO THIRD PARTY BENEFICIARIES	60

iii

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of May 24, 2006, by and between THE PB FINANCIAL SERVICES CORPORATION (PBF), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Duluth, Georgia, and ALABAMA NATIONAL BANCORPORATION (ANB), a corporation organized and existing under the laws of the State of Delaware, with its principal office located in Birmingham, Alabama.

Preamble

The Boards of Directors of PBF and ANB are of the opinion that the transactions described herein are in the best interests of the parties and their respective stockholders. This Agreement provides for the merger (the Merger) of PBF with and into ANB. At the Effective Time of such Merger, the outstanding shares of the capital stock of PBF shall be converted into the right to receive shares of the common stock of ANB as provided for herein. As a result, stockholders of PBF shall become stockholders of ANB. The Merger is subject to the approvals of the stockholders of PBF, the Georgia Department of Banking and Finance and the Federal Reserve Board, and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that, for federal income tax purposes, the merger shall qualify as a reorganization within the meaning of Section 368(a) of the IRC.

Certain terms used in this Agreement are defined in Section 11.1 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 MERGER

1.1 Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, PBF shall be merged with and into ANB in accordance with the provisions of Section 252 of the DGCL and Section 14-2-1107 of the GBCC and with the effect provided in Sections 259 and 261 of the DGCL and the applicable provisions of the GBCC. ANB shall be the Surviving Corporation resulting from the Merger and shall continue to be governed by the Laws of the State of Delaware. The Merger shall be consummated pursuant to the terms of this Agreement, which has been approved and adopted by the ANB Board and the PBF Board.

1.2 Time and Place of Closing. The place of Closing shall be at the offices of Maynard, Cooper & Gale, P.C., Birmingham, Alabama, or such other place as may be mutually agreed upon by the Parties. Subject to the terms and conditions hereof, unless otherwise mutually agreed upon in writing by the chief executive officer of each Party, the Closing will take place at 9:00 A.M. Central Standard Time on the last business day of the month in which the closing conditions set forth in Article 9 below have been satisfied (or waived pursuant to Section 11.4 of this Agreement); provided, however, that the closing will not occur prior to September 29, 2006, unless mutually agreed upon in writing by the chief executive officers of each Party.

End of Preview

Home Intelligence Services Subscriptions News About Us