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Title: |
Agreement and Plan of Merger |
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Entities: |
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Date: |
2005 |
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Preview shows 36KB of 205KB total |
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$71 |
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ID: |
#826812 |
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Start of Preview |
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AGREEMENT AND PLAN OF MERGER
BETWEEN
TRUSTCORP FINANCIAL, INC.
AND
MARSHALL & ILSLEY CORPORATION
Dated as of December 21, 2005
TABLE OF CONTENTS
Page
ARTICLE I - THE MERGER
1.1
The Merger
1
1.2
The Closing; Effective Time
2
1.3
Effect of the Merger
2
1.4
Articles of Incorporation; By-Laws
2
1.5
Directors and Officers
2
1.6
Conversion of Securities; Dissenting Shares
3
1.7
Exchange of Certificates
4
1.8
Stock Transfer Books
6
1.9
Company Common Stock
6
1.10
Adjustments for Dilution and Other Matters
6
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF SELLER
2.1
Organization and Qualification; Subsidiaries
7
2.2
Articles of Incorporation and By-Laws
8
2.3
Capitalization
9
2.4
Authority
9
2.5
No Conflict; Required Filings and Consents
10
2.6
Compliance; Permits
11
2.7
Banking Reports; Financial Statements
11
2.8
Absence of Certain Changes or Events
13
2.9
Absence of Proceedings and Orders
14
2.10
Employee Benefit Plans
15
2.11
Registration Statement; Proxy Statement/Prospectus
17
2.12
Title to Property
17
2.13
Environmental Matters
18
2.14
Absence of Agreements
19
2.15
Taxes
19
2.16
Insurance
20
2.17
Brokers
20
2.18
Tax Matters
20
2.19
Seller Material Adverse Effect
20
2.20
Material Contracts
20
2.21
Opinion of Financial Advisor
20
2.22
Vote Required
21
2.23
Stock Options
21
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1
Organization and Qualification; Subsidiaries
21
3.2
Articles of Incorporation and By-Laws
22
3.3
Capitalization
22
3.4
Authority
23
3.5
No Conflict; Required Filings and Consents
23
3.6
Compliance; Permits
24
3.7
Securities and Banking Reports; Financial Statements
24
3.8
Absence of Certain Changes or Events
26
3.9
Absence of Proceedings and Orders
27
3.10
Registration Statement; Proxy Statement/Prospectus
27
3.11
Title to Property
28
3.12
Brokers
28
3.13
Tax Matters
28
3.14
Company Material Adverse Effect
28
3.15
Employee Benefit Plans
28
ARTICLE IV - COVENANTS OF SELLER
4.1
Affirmative Covenants
29
4.2
Negative Covenants
29
4.3
Letter of Sellers Accountants
32
4.4
No Solicitation of Transactions
32
4.5
Update Disclosure; Breaches
35
4.6
Affiliates; Tax Treatment
35
4.7
Delivery of Stockholder List
35
4.8
Loan and Investment Policies
36
4.9
Access and Information
36
4.10
Confidentiality Agreement
36
ARTICLE V - COVENANTS OF THE COMPANY
5.1
Affirmative Covenants
37
5.2
Negative Covenants
37
5.3
Breaches
37
5.4
Stock Exchange Listing
37
5.5
Tax Treatment
37
5.6
Confidentiality Agreement
38
5.7
Stock Options
38
ARTICLE VI - ADDITIONAL AGREEMENTS
6.1
Proxy Statement/Prospectus; Registration Statement; Board Recommendation
38
6.2
Meeting of Sellers Stockholders
39
6.3
Appropriate Action; Consents; Filings
39
6.4
Employee Benefit Matters
40
6.5
Directors and Officers Indemnification and Insurance
40
6.6
Notification of Certain Matters
41
6.7
Public Announcements
41
6.8
Customer Retention
41
ARTICLE VII - CONDITIONS OF MERGER
7.1
Conditions to Obligation of Each Party to Effect the Merger
42
7.2
Additional Conditions to Obligations of the Company
43
7.3
Additional Conditions to Obligations of the Seller
44
ARTICLE VIII - TERMINATION
8.1
Termination
46
8.2
Notice of Termination; Effect of Termination
48
8.3
Fees and Expenses
49
ARTICLE IX - GENERAL PROVISIONS
9.1
Non-Survival of Representations, Warranties and Agreements
50
9.2
Notices
50
9.3
Certain Definitions
51
9.4
Headings
55
9.5
Severability
55
9.6
Entire Agreement
55
9.7
Assignment
55
9.8
Parties in Interest
55
9.9
Governing Law
55
9.10
Counterparts
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