AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT dated as of May 20, 2010 (this “Amendment”) to the Agreement and Plan of Merger
(the “Agreement”) dated as of April 19, 2010 among DONEGAL ACQUISITION INC. (“DAI”), DONEGAL
FINANCIAL SERVICES CORPORATION (“DFSC”), DONEGAL MUTUAL INSURANCE COMPANY (“DMIC”), DONEGAL GROUP
INC. (“DGI”) and UNION NATIONAL FINANCIAL CORPORATION (“UNNF”).
WITNESSETH:
WHEREAS, DAI, DFSC, DMIC, DGI and UNNF, as permitted by Section 10.3 of the Agreement, desire
to amend the Agreement to the extent specified in this Amendment;
NOW, THEREFORE, DAI, DFSC, DMIC, DGI and UNNF, in consideration of the agreements and
covenants contained in this Amendment and in the Agreement and intending to be legally bound
hereby, covenant and agree as follows:
1. Amendment of Section 3.3(a) of the Agreement. Section 3.3(a) of the Agreement is
hereby amended and restated so that, as amended and restated, said Section 3.3(a) of the Agreement
shall read in its entirety as follows:
“3.3 Authority; No Violation.
(a) UNNF has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions this
Agreement contemplates. The execution and delivery of this Agreement
and the consummation of the transactions this Agreement contemplates
have been duly and validly approved by the Board of Directors of UNNF.
Except for the approval and adoption of this Agreement and the
transactions this Agreement contemplates by the affirmative vote of the
holders of at least 80% of the outstanding shares of UNNF Common Stock
at such meeting at which a quorum is present, no other corporate
proceedings on the part of UNNF are necessary to approve this Agreement
or to consummate the transactions this Agreement contemplates. This
Agreement has been duly and validly executed and delivered by UNNF and,
assuming due authorization, execution and delivery by DFSC, DMIC, DAI
and DGI, constitutes the valid and binding obligation of UNNF,
enforceable against UNNF in accordance with its terms, except as may be
limited by bankruptcy, insolvency, moratorium, reorganization or
similar
laws affecting the rights of creditors generally and the availability
of equitable remedies. ”
2. Ratification of Remainder of the Agreement. Except for the amendment to Section
3.3(a) of the Agreement as set forth in Section 1 of this Amendment, all of the terms and
provisions of the Agreement are hereby ratified and confirmed and shall remain in full force and
effect.
IN WITNESS WHEREOF, DAI, DFSC, DMIC, DGI and UNNF, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above written.
| DONEGAL ACQUISITION INC. | DONEGAL GROUP INC. | |||||||||
By:
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/s/ Xxxxxx X. Xxxxxxxx
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By: | /s/ Xxxxxx X. Xxxxxxxx
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| DONEGAL FINANCIAL SERVICES CORPORATION | UNION NATIONAL FINANCIAL CORPORATION | |||||||||
By: |
/s/ Xxxxxx X. Xxxxxxxx
|
By: | /s/ Xxxx X. Xxxxxx
|
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| DONEGAL MUTUAL INSURANCE COMPANY | ||||||||||
By:
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/s/ Xxxxxx X. Xxxxxxxx
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