Preview | Agreement and Plan of Reorganization |

Document Preview

Agreement and Plan of Reorganization

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 Reorganization

Entities:

FNB Corp.

Date:

2007

Size:

125KB total

Price:

$61

ID:

#2967477

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

Start of Preview

AGREEMENT AND PLAN OF REORGANIZATION

between

VIRGINIA FINANCIAL GROUP, INC.

and

FNB CORPORATION

July 26, 2007

TABLE OF CONTENTS


		Page
ARTICLE 1.	THE MERGER AND RELATED MATTERS	1
1.1	The Merger	1
1.2	Effective Date	1
1.3	Corporate Governance and Related Matters	1
1.4	Consolidation of Banking and Trust Operations	2
1.5	Articles of Incorporation and Bylaws of the Continuing Corporation	3

ARTICLE 2.	MERGER CONSIDERATION; EXCHANGE PROCEDURES	3
2.1	Conversion of Shares	3
2.2	Exchange Procedures	4
2.3	No Fractional Shares	5
2.4	Dividends	5
2.5	FNB Stock Options and Other Equity-Based Awards	5

ARTICLE 3.	REPRESENTATIONS AND WARRANTIES	6
3.1	Disclosure Letters	6
3.2	Standard	7
3.3	Representations and Warranties	7

ARTICLE 4.	COVENANTS RELATING TO CONDUCT OF BUSINESS	14
4.1	Conduct of Business Pending Merger	14
4.2	Dividends	16
4.3	Transition	16
4.4	Control of the Other Party?s Business	16

ARTICLE 5.	ADDITIONAL AGREEMENTS	16
5.1	Reasonable Best Efforts	16
5.2	Access to Information; Notice of Certain Matters; Confidentiality	17
5.3	Stockholder Approvals.	17
5.4	Registration Statement; Joint Proxy Statement; SEC Filings	17
5.5	No Other Acquisition Proposals	18
5.6	Applications and Consents	19
5.7	Public Announcements	19
5.8	Affiliate Agreements	20
5.9	Employee Benefit Plans	20
5.10	Nasdaq Listing	21
5.11	Indemnification	21
5.12	Employment Arrangements	21
5.13	Takeover Laws	21
5.14	Change of Method	21

ARTICLE 6.	CONDITIONS TO THE MERGER	22
6.1	General Conditions	22
6.2	Conditions to Obligations of VFG	22
6.3	Conditions to Obligations of FNB	23

ARTICLE 7.	TERMINATION	23
7.1	Termination	23
7.2	Effect of Termination	24
7.3	Non-Survival of Representations, Warranties and Covenants	24
7.4	Fees and Expenses	24


		Page
ARTICLE 8.	GENERAL PROVISIONS	24
8.1	Entire Agreement	24
8.2	Binding Effect; No Third Party Rights	25
8.3	Waiver and Amendment	25
8.4	Governing Law	25
8.5	Notices	25
8.6	Counterparts	26
8.7	Waiver of Jury Trial	26
8.8	Severability	26

LIST OF EXHIBITS


EXHIBIT 1.1(a)		Plan of Merger
EXHIBIT 1.1(b)		Stock Option Agreement for VFG
EXHIBIT 1.1(c)		Stock Option Agreement for FNB
EXHIBIT 1.3(b)		Form of Bylaw Amendment of the Continuing Corporation
EXHIBIT 5.8		Form of Affiliate Agreement
EXHIBIT 5.12		Form of Employment Agreements

INDEX OF DEFINED TERMS


Acquisition Transaction		Section 5.5(b)
Available FNB Stock Plan Shares		Section 2.5(e)
Bank Merger		Section 1.4(a)
Bank Reports		Section 3.3(f)(iii)
Benefit Plans		Section 3.3(m)(i)
Closing Date		Section 1.2
Code		Recitals
Continuing Bank		Section 1.4(a)
Continuing Corporation		Section 1.1
Continuing Corporation Common Stock		Section 2.1(a)
Continuing Corporation Stock Award		Section 2.5(c)
Continuing Corporation Stock Option		Section 2.5(a)
Disclosure Letter		Section 3.1(a)
Effective Date		Section 1.2
Environmental Laws		Section 3.3(p)(v)
Environmental Claim		Section 3.3(p)(v)
ERISA		Section 3.3(m)(ii)
Exchange Agent		Section 2.2(a)
Exchange Fund		Section 2.2(a)
Exchange Ratio		Section 2.1(a)
GAAP		Section 3.3(f)(ii)
Governmental Authority		Section 5.6(a)
VFG Affiliates		Section 5.8
VFG Common Stock		Section 2.1(c)
VFG Directors		Section 1.3(b)
VFG DRP		Section 3.3(d)
VFG Option Agreement		Recitals
VFG Stock Award		Section 3.3(d)
VFG Stock Option		Section 3.3(d)
VFG Stock Plan		Section 3.3(d)
VFG Stockholder Approval		Section 3.3(c)(i)
Intellectual Property		Section 3.3(r)
Joint Proxy Statement		Section 5.4(a)
Knowledge		Section 3.2(c)
FNB Affiliates		Section 5.8
FNB Common Stock		Section 2.1(a)
FNB Continuing Employees		Section 5.9(a)
FNB Directors		Section 1.3(b)
FNB DRP		Section 3.3(e)
FNB Option Agreement		Recitals
FNB Stock Award		Section 2.5(c)
FNB Stock Option		Section 2.5(a)
FNB Stock Plan		Section 2.5(a)
FNB Stockholder Approval		Section 3.3(c)(i)
Material Adverse Effect		Section 3.2(b)
Materials of Environmental Concern		Section 3.3(p)(v)
Merger		Recitals
New Certificates		Section 2.2(a)
Old VFG Certificates		Section 2.2(c)
Old FNB Certificates		Section 2.1(b)

iii


Organizational Documents		Section 3.3(a)
Plan of Merger		Section 1.1
Registration Statement		Section 5.4(a)
Regulatory Approvals		Section 5.6(a)
Rights		Section 3.3(d)
SCC		Section 1.2
SEC		Section 3.3(f)
SEC Reports		Section 3.3(f)
Securities Act		Section 5.4(a)
Securities Laws		Section 3.3(f)
Superior Proposal		Section 5.5(c)
Stock Option Agreements		Recitals
Subsidiary		Section 3.3(b)
Takeover Laws		Section 3.3(s)
Takeover Provisions		Section 3.3(s)
Tax Returns		Section 3.3(k)
Taxes		Section 3.3(k)
Technology Systems		Section 3.3(r)
VSCA		Section 1.1

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the ?Agreement?) is made and entered into as of July 26, 2007, between VIRGINIA FINANCIAL GROUP, INC., a Virginia corporation (?VFG?), and FNB CORPORATION, a Virginia corporation (?FNB?).

WHEREAS, the Boards of Directors of VFG and FNB have approved, and deem it advisable and in the best interests of their respective stockholders to consummate, the business combination transaction provided for herein in which VFG and FNB will affiliate in a merger of equals transaction (the ?Merger?);

WHEREAS, the Boards of Directors of VFG and FNB have each determined that the Merger and the other transactions contemplated hereby are consistent with, and will further, their respective business strategies and goals;

WHEREAS, as an inducement and condition to VFG entering into this Agreement, FNB is granting to VFG an option pursuant to a stock option agreement in the form set forth in Exhibit 1.1(b) (the ?VFG Option Agreement). As an inducement and condition to FNB entering into this Agreement, VFG is granting to FNB an option pursuant to a stock option agreement in the form set forth in Exhibit 1.1(c) (the ?FNB Option Agreement? and, together with the VFG Option Agreement, the ?Stock Option Agreements?); and

End of Preview

Home Intelligence Services Subscriptions News About Us