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Title: |
Agreement and Plan of Merger |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 36KB of 206KB total |
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Price: |
$59 |
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ID: |
#2667769 |
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Start of Preview |
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AGREEMENT AND PLAN OF MERGER
BETWEEN
UNITED HERITAGE BANKSHARES OF FLORIDA, INC.
AND
MARSHALL & ILSLEY CORPORATION
Dated as of December 1, 2006
Table of Contents
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Page |
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ARTICLE I THE MERGER |
1 |
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1.1 |
The Merger |
1 |
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1.2 |
The Closing; Effective Time |
2 |
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1.3 |
Effect of the Merger |
2 |
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1.4 |
Articles of Incorporation; By-Laws |
2 |
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1.5 |
Directors and Officers |
2 |
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1.6 |
Conversion of Securities; Dissenting Shares |
3 |
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1.7 |
Exchange of Certificates |
4 |
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1.8 |
Stock Transfer Books |
6 |
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1.9 |
Company Common Stock |
6 |
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1.10 |
Adjustments for Dilution and Other Matters |
6 |
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ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER |
6 |
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2.1 |
Organization and Qualification; Subsidiaries |
7 |
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2.2 |
Articles of Incorporation and By-Laws |
8 |
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2.3 |
Capitalization |
8 |
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2.4 |
Authority |
9 |
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2.5 |
No Conflict; Required Filings and Consents |
9 |
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2.6 |
Compliance; Permits |
10 |
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2.7 |
Securities and Banking Reports; Financial Statements |
10 |
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2.8 |
Absence of Certain Changes or Events |
13 |
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2.9 |
Absence of Proceedings and Orders |
14 |
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2.10 |
Employee Benefit Plans |
15 |
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2.11 |
Registration Statement; Proxy Statement/Prospectus |
17 |
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2.12 |
Title to Property |
18 |
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2.13 |
Environmental Matters |
18 |
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2.14 |
Absence of Agreements |
19 |
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2.15 |
Taxes |
19 |
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2.16 |
Insurance |
20 |
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2.17 |
Brokers |
20 |
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2.18 |
Tax Matters |
20 |
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2.19 |
Seller Material Adverse Effect |
20 |
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2.20 |
Material Contracts |
21 |
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2.21 |
Opinion of Financial Advisor |
21 |
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2.22 |
Vote Required |
21 |
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2.23 |
Stock Options |
21 |
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ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
21 |
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3.1 |
Organization and Qualification; Subsidiaries |
21 |
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3.2 |
Articles of Incorporation and By-Laws |
22 |
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3.3 |
Capitalization |
22 |
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3.4 |
Authority |
23 |
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3.5 |
No Conflict; Required Filings and Consents |
23 |
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3.6 |
Compliance; Permits |
24 |
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3.7 |
Securities and Banking Reports; Financial Statements |
24 |
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3.8 |
Absence of Certain Changes or Events |
26 |
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3.9 |
Absence of Proceedings and Orders |
26 |
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3.10 |
Registration Statement; Proxy Statement/Prospectus |
27 |
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3.11 |
Title to Property |
28 |
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3.12 |
Brokers |
28 |
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3.13 |
Tax Matters |
28 |
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3.14 |
Company Material Adverse Effect |
28 |
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ARTICLE IV COVENANTS OF SELLER |
28 |
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4.1 |
Affirmative Covenants |
28 |
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4.2 |
Negative Covenants |
29 |
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4.3 |
Letter of Sellers Accountants |
32 |
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4.4 |
No Solicitation of Transactions |
32 |
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4.5 |
Update Disclosure; Breaches |
35 |
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4.6 |
Affiliates; Tax Treatment |
35 |
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4.7 |
Delivery of Stockholder List |
35 |
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4.8 |
Loan and Investment Policies |
36 |
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4.9 |
Access and Information |
36 |
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4.10 |
Confidentiality Agreement |
36 |
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ARTICLE V COVENANTS OF THE COMPANY |
37 |
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5.1 |
Affirmative Covenants |
37 |
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5.2 |
Negative Covenants |
37 |
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5.3 |
Breaches |
37 |
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5.4 |
Stock Exchange Listing |
37 |
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5.5 |
Tax Treatment |
37 |
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5.6 |
Confidentiality Agreement |
38 |
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5.7 |
Stock Options |
38 |
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ARTICLE VI ADDITIONAL AGREEMENTS |
38 |
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6.1 |
Proxy Statement/Prospectus; Registration Statement |
38 |
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6.2 |
Meeting of Sellers Stockholders |
39 |
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6.3 |
Appropriate Action; Consents; Filings |
39 |
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6.4 |
Employee Benefit Matters |
40 |
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6.5 |
Directors and Officers Indemnification and Insurance |
40 |
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6.6 |
Notification of Certain Matters |
41 |
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6.7 |
Public Announcements |
41 |
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6.8 |
Customer Retention |
41 |
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ARTICLE VII CONDITIONS OF MERGER |
42 |
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7.1 |
Conditions to Obligation of Each Party to Effect the Merger |
42 |
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7.2 |
Additional Conditions to Obligations of the Company |
43 |
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7.3 |
Additional Conditions to Obligations of the Seller |
45 |
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ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER |
46 |
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8.1 |
Termination |
46 |
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8.2 |
Notice of Termination; Effect of Termination |
49 |
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8.3 |
Fees and Expenses |
49 |
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8.4 |
Waiver |
50 |
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ARTICLE IX GENERAL PROVISIONS |
50 |
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9.1 |
Non-Survival of Representations, Warranties and Agreements |
50 |
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9.2 |
Notices |
51 |
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9.3 |
Certain Definitions |
52 |
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9.4 |
Headings |
55 |
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9.5 |
Severability |
55 |
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9.6 |
Entire Agreement |
55 |
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9.7 |
Assignment |
55 |
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9.8 |
Parties in Interest |
55 |
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9.9 |
Governing Law |
56 |
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9.10 |
Counterparts |
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End of Preview |
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