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Agreement and Plan of Merger

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Title:

Agreement and Plan of Merger

Entities:

Marshall & Ilsley Corp.

Date:

2005

Size:

Preview shows 47KB of 236KB total

Price:

$49

ID:

#826825

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

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AGREEMENT AND PLAN OF MERGER

BETWEEN

GOLD BANC CORPORATION, INC.

AND

MARSHALL & ILSLEY CORPORATION

Dated as of November 9, 2005

TABLE OF CONTENTS

	Page

ARTICLE I - THE MERGER
1.1 The Merger	1
1.2 The Closing; Effective Time	1
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	2
1.7 Exchange of Certificates	4

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	8
2.4 Authority	9
2.5 No Conflict; Required Filings and Consents	10
2.6 Compliance; Permits	10
2.7 Securities and Banking Reports; Financial Statements	11
2.8 Absence of Certain Changes or Events	14
2.9 Absence of Litigation	14
2.10 Employee Benefit Plans	16
2.11 Registration Statement; Proxy Statement/Prospectus	18
2.12 Title to Property	18
2.13 Environmental Matters	18
2.14 Absence of Agreements	20
2.15 Taxes	20
2.16 Insurance	21
2.17 Brokers	21
2.18 Tax Matters	21
2.19 Seller Material Adverse Effect	21
2.20 Material Contracts	21
2.21 Opinion of Financial Advisor	21
2.22 Vote Required	22
2.23 Stock Options	22
2.24 Rights Agreement	22

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1 Organization and Qualification; Subsidiaries	22
3.2 Articles of Incorporation and By-Laws	23
3.3 Capitalization	23
3.4 Authority	24
3.5 No Conflict; Required Filings and Consents	24
3.6 Compliance; Permits	25
3.7 Securities and Banking Reports; Financial Statements	25
3.8 Absence of Certain Changes or Events	28
3.9 Absence of Litigation	28
3.10 Registration Statement; Proxy Statement/Prospectus	29
3.11 Compliance; Permits	29
3.12 Title to Property	30
3.13 Brokers	30
3.14 Tax Matters	30
3.15 Company Material Adverse Effect	30

ARTICLE IV - COVENANTS OF SELLER
4.1 Affirmative Covenants	30
4.2 Negative Covenants	31
4.3 Letter of Sellers Accountants	34
4.4 No Solicitation of Transactions	34
4.5 Update Disclosure; Breaches	37
4.6 Affiliates; Tax Treatment	38
4.7 Delivery of Stockholder List	38
4.8 Loan and Investment Policies	38
4.9 Access and Information	39
4.10 Confidentiality Agreement	39
4.11 Rights Agreement	39

ARTICLE V - COVENANTS OF THE COMPANY
5.1 Affirmative Covenants	39
5.2 Negative Covenants	39
5.3 Breaches	40
5.4 Stock Exchange Listing	40
5.5 Tax Treatment	40
5.6 Confidentiality Agreement	40
5.7 Stock Options	40

ARTICLE VI - ADDITIONAL AGREEMENTS
6.1 Proxy Statement/Prospectus; Registration Statement; Board Recommendation	41
6.2 Meeting of Sellers Stockholders	42
6.3 Appropriate Action; Consents; Filings	42
6.4 Employee Benefit Matters	42
6.5 Directors and Officers Indemnification and Insurance	42
6.6 Notification of Certain Matters	43
6.7 Public Announcements	43
6.8 Exemption From Liability Under Section 16(b)	44
6.9 Customer Retention	44
6.10 Directorships	44

ARTICLE VII - CONDITIONS OF MERGER
7.1 Conditions to Obligation of Each Party to Effect the Merger	45
7.2 Additional Conditions to Obligations of the Company	46
7.3 Additional Conditions to Obligations of the Seller	47

ARTICLE VIII - TERMINATION
8.1 Termination	49
8.2 Notice of Termination; Effect of Termination	51
8.3 Fees and Expenses	51

ARTICLE IX - GENERAL PROVISIONS
9.1 Non-Survival of Representations, Warranties and Agreements	52
9.2 Notices	52
9.3 Certain Definitions	53
9.4 Headings	56
9.5 Severability	56
9.6 Entire Agreement

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