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Agreement and Plan of Reorganization

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Title:

Agreement and Plan of Reorganization

Entities:

Security Bank Corp.

Date:

2007

Size:

Preview shows 44KB of 170KB total

Price:

$57

ID:

#2864415

► Plans ► Agreements ► Agreements & Plans of Reorganization
► Financial ► Regional Banks

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AGREEMENT AND PLAN OF REORGANIZATION

BY AND BETWEEN

SECURITY BANK CORPORATION

AND

FIRST COMMERCE COMMUNITY BANKSHARES, INC.

Dated as of April 9, 2007

TABLE OF CONTENTS


Preamble		1

ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER		1

1.1 Merger		1
1.2 Time and Place of Closing		1
1.3 Effective Time		1

ARTICLE 2 TERMS OF MERGER		1

2.1 Articles of Incorporation		1
2.2 Bylaws		1
2.3 Directors and Officers		2

ARTICLE 3 MANNER OF CONVERTING SHARES		2

3.1 Conversion of Shares		2
3.2 Transactions Prior to Merger		2

ARTICLE 4 EXCHANGE OF SHARES		3

4.1 Exchange Procedures		3
4.2 Payment of Taxes		3
4.3 Rights of Former First Commerce Shareholders		3

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF FIRST COMMERCE		4

5.1 Organization, Standing, and Power		4
5.2 Authority of First Commerce; No Breach by Agreement		4
5.3 Capital Stock		5
5.4 First Commerce Subsidiaries		5
5.5 SEC Filings; Financial Statements		5
5.6 Absence of Undisclosed Liabilities		6
5.7 Loan and Investment Portfolios		6
5.8 Absence of Certain Changes or Events		7
5.9 Tax Matters		8
5.10 Allowance for Possible Loan Losses		8
5.11 Assets; Insurance		9
5.12 Intellectual Property		9
5.13 Environmental Matters		10
5.14 Compliance with Laws		10
5.15 Labor Relations		10
5.16 Employee Benefit Plans		11
5.17 Material Contracts		11
5.18 Legal Proceedings		12
5.19 Reports		12
5.20 Accounting, Tax and Regulatory Matters		12
5.21 Community Reinvestment Act		12
5.22 Privacy of Customer Information		12
5.23 Technology Systems		13
5.24 Bank Secrecy Act; Money Laundering		13
5.25 Corporate Documents		13
5.26 Fairness Opinion		13
5.27 Accuracy of Statements		13
5.28 Consent		13
5.29 First Commerce Disclosure Memorandum		13
5.30 Affiliate Agreements		14
5.31 Board Recommendation		14

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SBKC		14

6.1 Organization, Standing and Power		14
6.2 Authority; No Breach by Agreement		14
6.3 Capital Stock		15
6.4 SBKC Subsidiaries		15
6.5 SEC Filings; Financial Statements		15


6.6 Legal Proceedings		15
6.7 Accounting, Tax and Regulatory Matters		15
6.8 Legality of SBKC Securities		15
6.9 Community Reinvestment Act		15
6.10 Bank Secrecy Act; Money Laundering		16
6.11 Accuracy of Statements		16
6.12 SBKC Disclosure Memorandum		16

ARTICLE 7 CONDUCT OF BUSINESS PENDING CONSUMMATION		16

7.1 Affirmative Covenants of Each Party		16
7.2 Negative Covenants of First Commerce		16
7.3 Negative Covenants of SBKC		18
7.4 Adverse Changes in Condition		18
7.5 Reports		18
7.6 Loan Portfolio Review		18

ARTICLE 8 ADDITIONAL AGREEMENTS		18

8.1 First Commerce Shareholder Approval; SBKC Registration Statement and Proxy Statement		18
8.2 Nasdaq Listing		19
8.3 Applications		19
8.4 Filings with State Offices		19
8.5 Agreement as to Efforts to Consummate		19
8.6 Investigation and Confidentiality		19
8.7 No Solicitations		20
8.8 Press Releases		20
8.9 Tax Treatment		20
8.10 Charter Provisions		20
8.11 Indemnification and Insurance		20
8.12 Employee Benefits and Contracts		21
8.13 Additional Payments		22

ARTICLE 9 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE		22

9.1 Conditions to Obligations of Each Party		22
9.2 Conditions to Obligations of SBKC		23
9.3 Conditions to Obligations of First Commerce		24

ARTICLE 10 TERMINATION		25

10.1 Termination		25
10.2 Effect of Termination		26
10.3 Non-Survival of Representations and Covenants		26
10.4 Termination Payment		26
10.5 Reimbursement of Expenses		26

ARTICLE 11 MISCELLANEOUS		26

11.1 Definitions		26
11.2 Expenses		33
11.3 Brokers and Finders		33
11.4 Entire Agreement		33
11.5 Amendments		33
11.6 Waivers		33
11.7 Assignment		34
11.8 Notices		34
11.9 Governing Law		34
11.10 Counterparts		34
11.11 Captions; Articles and Sections		35
11.12 Interpretations		35
11.13 Severability		35

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made and entered into as of April 9, 2007, by and between SECURITY BANK CORPORATION (SBKC), a corporation organized under the laws of the State of Georgia, with its principal office located in Macon, Georgia, and FIRST COMMERCE COMMUNITY BANKSHARES, INC. (First Commerce), a corporation organized under the laws of the State of Georgia, with its principal office located in Douglasville, Georgia.

Preamble

The respective Boards of Directors of First Commerce and SBKC are of the opinion that the transactions described herein are in the best interests of the Parties to this Agreement and their respective shareholders. This Agreement provides for the merger of First Commerce with and into SBKC, with SBKC being the surviving corporation of the merger. As a result, the shareholders of First Commerce shall become shareholders of SBKC.

Certain terms used in this Agreement are defined in Section 11.1 of this Agreement.

Concurrently with the execution and delivery of this Agreement, as a condition and inducement to SBKCs willingness to enter into this Agreement, certain of the directors and executive officers of First Commerce Common Stock have executed and delivered to SKBC an agreement in substantially the form of Exhibit A (the Affiliate and Support Agreement), pursuant to which they have agreed, among other things, subject to the terms of such Affiliate and Support Agreement, to vote the shares of First Commerce Common Stock held of record by such Persons or as to which they otherwise have sole voting power to approve and adopt this Agreement.

NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1

TRANSACTIONS AND TERMS OF MERGER

1.1 Merger. Subject to the terms and conditions of this Agreement, First Commerce shall be merged with and into SBKC (the Merger) in accordance with the provisions of the Georgia Business Corporation Code (the GBCC). SBKC shall be the surviving corporation (the Surviving Corporation) resulting from the Merger and shall continue to be governed by the Laws of the State of Georgia, the SBKC Articles of Incorporation, and SBKC Bylaws. First Commerce owns 100% of the capital stock of First Commerce Community Bank (the Bank) which shall survive the Merger and become a wholly-owned subsidiary of SBKC immediately following the Merger. Subject to compliance with the various conditions and requirements of this Agreement, the Merger shall be effective by the filing of the Articles of Merger with the Georgia Secretary of State in accordance with the applicable provisions of the GBCC.

1.2 Time and Place of Closing. The closing of the transactions contemplated hereby (the Closing) will take place at 9:00 A.M. on the date that the Effective Time occurs (or the immediately preceding day if the Effective Time is earlier than 9:00 A.M.), or at such other time as the Parties, acting through their authorized officers, may mutually agree. The Closing shall be held at the office of Alston & Bird LLP, 1201 W. Peachtree Street, Atlanta, Georgia 30309, or at such location as may be mutually agreed upon by the Parties.

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