EXHIBIT 2.7
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of
the 26th day of September, 2001, by and among PAB BANKSHARES, INC., a
corporation organized under the laws of the State of Georgia (the "Holding
Company"), THE PARK AVENUE BANK, a Georgia financial institution and wholly
owned subsidiary of the Holding Company ("Park Avenue"), and FIRST COMMUNITY
BANK OF SOUTHWEST GEORGIA, a Georgia financial institution and wholly owned
subsidiary of the Holding Company.
W I T N E S S E T H:
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WHEREAS, Park Avenue is a financial institution duly organized and existing
under the laws of the State of Georgia, having its registered office at 0000
Xxxxx Xxx Xxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxxx Xxxxxx; and
WHEREAS, Park Avenue has authorized capital stock consisting of 50,000
shares, $10.00 par value per share, of which 50,000 shares have been duly issued
and are outstanding (the "Park Avenue Common Stock"), and all of which are held
by the Holding Company as of the date of this Agreement; and
WHEREAS, First Community Bank of Southwest Georgia is a financial
institution duly organized and existing under the laws of the State of Georgia,
having its registered office at 000 X. Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx Xxxxxxx
Xxxxxx; and
WHEREAS, First Community has authorized capital stock consisting of
8,000,000 shares, $1.00 par value per share, of which 2,277,516 shares have been
duly issued and are outstanding (the "First Community Common Stock"), and all of
which are held by the Holding Company as of the date of this Agreement; and
WHEREAS, the Boards of Directors of each of Park Avenue and First Community
(collectively, the "Constituent Banks") have deemed it advisable to merge First
Community with and into Park Avenue (the "Merger") and, by resolutions duly
adopted, have approved the Merger on the terms and conditions hereinafter set
forth in accordance with the laws of the State of Georgia which permit such a
Merger and have directed that the Agreement be submitted to the respective
shareholders of Park Avenue and First Community; and
WHEREAS, the Holding Company is the sole shareholder of Park Avenue and
First Community and believes it is in the best interest of each of them to enter
into the Merger, and the Board of Directors of the Holding Company, by
resolutions duly adopted, has approved the Merger, and the Holding Company has
agreed to be bound thereby;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, covenants and conditions hereinafter contained, and for the purpose
of stating the method, terms and conditions of the Merger, the manner of
carrying the same into effect and such other details and provisions as are
deemed desirable, the parties hereto have agreed and do hereby agree, subject to
the terms and conditions hereinafter set forth, as follows:
ARTICLE I
Subject to the terms and upon satisfaction of all requirements of law and
the conditions specified in this Agreement, including receipt of the approval of
the Georgia Department of Banking and Finance, the Federal Reserve and any other
state or federal regulatory agency, the Merger shall become effective on the
date that the Secretary of State of Georgia shall issue a certificate of merger
with respect thereto in accordance with the provisions of Section 7-1-536 of the
Financial Institutions Code of Georgia (the "Effective Date"), at which time the
separate existence of First Community shall cease and First Community shall be
merged, pursuant to
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Sections 7-1-530 et. seq. of the Financial Institutions Code of Georgia (the
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"FICG") with and into Park Avenue, which shall continue its corporate existence
and be the financial institution surviving the Merger (the "Resulting Bank").
The Merger shall become effective upon the Effective Date pursuant to Section
7-1-536 of the FICG.
ARTICLE II
The name of the Resulting Bank shall be "The Park Avenue Bank," a Georgia
financial institution.
ARTICLE III
The Resulting Bank shall be governed by the laws of the State of Georgia.
On the Effective Date, the existing Articles of Incorporation of Park Avenue
shall be the Articles of Incorporation of the Resulting Bank until further
amended in the manner provided by law. The purposes and powers of the Resulting
Bank shall be as set forth in the currently existing Articles of Incorporation
of Park Avenue until further amended in the manner provided by law.
ARTICLE IV
On the Effective Date, the existing Bylaws of Park Avenue shall be the
Bylaws of the Resulting Bank, until the same shall thereafter be altered,
amended or repealed in accordance with applicable law, the Articles of
Incorporation and said Bylaws.
ARTICLE V
On the Effective Date, the persons who are the directors and the officers
of Park Avenue immediately prior to the Effective Date shall be the directors
and officers of the Resulting Bank and shall serve until their respective
successors are elected or appointed pursuant to the Bylaws of the Resulting
Bank. If on the Effective Date a vacancy exists, it may thereafter be filled in
the manner provided by the Bylaws of the Resulting Bank.
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ARTICLE VI
The manner of carrying into effect the Merger provided in this Agreement
shall be as follows:
Prior to the Merger, all outstanding shares of First Community Common
Stock are owned by the Holding Company. On the Effective Date, each share
of First Community Common Stock issued and outstanding shall be retired,
canceled and extinguished.
ARTICLE VII
On the Effective Date, all of the assets, liabilities, equity, reserves and
accounts of First Community shall be transferred by First Community to Park
Avenue. From time to time as and when requested by the Resulting Bank, or by
its successors or assigns, First Community shall execute and deliver or cause to
be executed and delivered all such other instruments and shall take or cause to
be taken all such further or other actions as the Resulting Bank, or its
successors or assigns, may deem necessary or desirable in order to vest in and
confirm to the Resulting Bank and its successors and assigns title to and
possession of all the property, rights, trusts, privileges, powers, duties,
obligations, licenses and franchises of First Community and otherwise to carry
out the intent and purposes of this Agreement.
ARTICLE VIII
On the Effective Date, the assets, liabilities, equity, reserves and
accounts of the Constituent Banks shall be recorded on the books of the
Resulting Bank at the amounts at which they, respectively, shall then be carried
on the books of said Constituent Banks, subject to such adjustments or
eliminations of intercompany items as may be appropriate in giving effect to the
Merger.
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ARTICLE IX
Notwithstanding anything herein or elsewhere to the contrary, this
Agreement may be terminated and abandoned by First Community, Park Avenue and
the Holding Company by appropriate resolution of any of their Boards of
Directors at any time prior to the Effective Date of the Merger.
ARTICLE X
At any time before or after approval and adoption by the respective sole
shareholders of Park Avenue and First Community, this Agreement may be modified,
amended or supplemented by additional agreements, articles or certificates as
may be determined in the judgment of the respective Boards of Directors of the
parties hereto to be necessary, desirable or expedient to further the purposes
of this Agreement, to clarify the intention of the parties, to add to or modify
the covenants, terms or conditions contained herein or to effectuate or
facilitate any governmental approval of the Merger or this Agreement, or
otherwise to effectuate or facilitate the consummation of the transactions
contemplated hereby.
ARTICLE XI
This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company
have caused this Agreement to be signed in its corporate name by its duly
authorized officers all as of the date first above written.
THE PARK AVENUE BANK
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
Attest: /s/ Arabi Hall
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Arabi Hall, Asst. Secretary
[BANK SEAL]
FIRST COMMUNITY BANK
OF SOUTHWEST GEORGIA
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
Attest: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Secretary
[BANK SEAL]
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[Signatures Continued from Preceding Page]
PAB BANKSHARES, INC.
By: /s/ R. Xxxxxxxx Xxxxxxxx
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R. Xxxxxxxx Xxxxxxxx, President and
Chief Executive Officer
Attest: /s/ Xxxxxx XxXxxxxx
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Xxxxxx XxXxxxxx, Secretary
[CORPORATE SEAL]
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