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EXHIBIT 2.0
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger effective as of September 10, 2004 (this
"Agreement"), is entered into by and between First Southern Bancshares, Inc., a
Delaware corporation (the "Company"), and First Southern Merger Corp., a
Delaware corporation (the "Merger Corp.").
WITNESSETH
WHEREAS, the Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware having its principal office at
000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, with authorized capital stock
consisting of 4,000,000 shares of common stock, $0.01 par value per share (the
"Common Stock"), of which 1,256,715 shares are issued and outstanding, 250,000
shares of Series A Preferred Stock, $0.01 par value per share (the "Preferred A
Stock"), of which 27,273 shares are issued and outstanding, and 56,000 shares of
Series B Preferred Stock, $0.01 par value per share (the "Preferred B Stock"),
of which no shares are issued and outstanding;
WHEREAS, there are issued and outstanding options to acquire 117,498
shares of Common Stock granted under the Company's 1996 Stock Option Plan (the
"Options") and warrants to acquire 234,912 shares of Common Stock (the
"Warrants");
WHEREAS, Merger Corp. is a corporation duly organized and validly existing
under the laws of the State of Delaware having its principal office at 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, with authorized capital stock consisting of
1,000 shares of common stock, $0.01 par value per share (the "Merger Corp.
Stock"), of which 100 shares are issued and outstanding; and
WHEREAS, the boards of directors of the Company and Merger Corp. have
approved the terms and conditions of this Agreement pursuant to which Merger
Corp. will be merged with and into the Company (the "Merger") with the Company
surviving the Merger.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and undertakings contained herein, and for such other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:
ARTICLE I
MERGER
1.01. GENERAL. At the Effective Time (as defined in Article VIII below) of
the Merger and pursuant to the provisions of this Agreement, the corporate
existence of Merger Corp. will be merged with and into the Company (hereinafter
referred to as the "Surviving Corporation" whenever reference is made to it as
of the Effective Time or thereafter) and
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continued in the Surviving Corporation, and the Surviving Corporation shall be
deemed to be a continuation of the entities and identities of Merger Corp. and
the Company.
1.02. NAME AND ORGANIZATION. The name of the Surviving Corporation shall
remain and thereafter be "First Southern Bancshares, Inc." The Certificate of
Incorporation and Bylaws of the Company in effect at the Effective Time shall
remain as the Certificate of Incorporation and Bylaws of the Surviving
Corporation until changed as provided therein or by law. The established offices
and facilities of the Company shall remain the established offices and
facilities of the Surviving Corporation. The registered office and registered
agent of the Company shall remain the registered office and registered agent of
the Surviving Corporation.
1.03. RIGHTS AND INTERESTS. At the Effective Time, all rights, franchises,
and interests of the Company and Merger Corp., respectively, in and to every
type of property shall be transferred to and vested in the Surviving Corporation
by virtue of the Merger without any deed or other transfer. At the Effective
Time, the Surviving Corporation, without any order or other action on the part
of any court or otherwise, shall hold and enjoy all rights of property,
franchises, and interests, including appointments, powers, designations, and
nominations, and all other rights and interests as trustee, executor,
administrator, agent, transfer agent, registrar of stocks and bonds,
administrator of estates, assignee, and receiver, and in every other fiduciary
and agency capacity in the same manner and to the same extent as such rights,
franchises, and interests were held or enjoyed by the Company and Merger Corp.,
respectively, immediately before the Effective Time.
1.04. LIABILITIES AND OBLIGATIONS. Except as otherwise provided herein,
the Surviving Corporation shall be liable for all liabilities of the Company and
Merger Corp. All debts, liabilities, obligations, and contracts of the Company
and Merger Corp., matured or unmatured, whether accrued, absolute, contingent,
or otherwise, and whether or not reflected or reserved against on the balance
sheets, books of account, or records of the Company or Merger Corp., as the case
may be, shall be those of, and are hereby expressly assumed by, the Surviving
Corporation and shall not be released or impaired by the Merger. All rights of
creditors and other obligees and all liens on property of either the Company or
Merger Corp. shall be preserved unimpaired.
1.05. DIRECTORS AND OFFICERS. The directors and officers of the Surviving
Corporation at the Effective Time shall be those persons who were directors and
officers, respectively, of the Company immediately before the Effective Time.
The committees of the Board of Directors of the Surviving Corporation at the
Effective Time shall be the same as, and shall be composed of the same persons
who were serving on, the committees appointed by the Board of Directors of the
Company as they existed immediately before the Effective Time.
1.06. ADOPTION. Unless contrary to the laws of the State of Delaware or
the United States of America or other applicable laws, all corporate acts,
plans, policies, applications, agreements, orders, registrations, licenses,
approvals, and authorizations of the Company and
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Merger Corp., their respective shareholders, boards of directors, committees
elected or appointed by their boards of directors or officers, and agents that
were valid and effective immediately before the Effective Time shall be taken
for all purposes at and after the Effective Time as the acts, plans, policies,
applications, agreements, orders, registrations, licenses, approvals, and
authorizations of the Surviving Corporation and shall be effective and binding
thereon as the same were with respect to the Company and Merger Corp.
immediately before the Effective Time.
ARTICLE II
TERMS OF THE MERGER
2.01. GENERAL. The manner of exchanging and converting the issued and
outstanding shares of Common Stock, Preferred A Stock and Merger Corp. Stock and
of treating the Options and Warrants shall be as hereinafter provided in this
Article II.
2.02. CONVERSION AND CANCELLATION OF COMMON STOCK AND PREFERRED A STOCK;
TREATMENT OF OPTIONS AND WARRANTS. At the Effective Time,
(a) all outstanding shares of Common Stock (other than shares of Common
Stock, the holders of which exercise and perfect appraisal rights as set forth
in Section 2.04), whether Record Shares (as hereinafter defined), or Street
Shares (as hereinafter defined), held by a Holder (as hereinafter defined)
holding fewer than 2,000 shares of Common Stock immediately before the Effective
Time shall, without any action on the part of the holder thereof, be canceled
and converted into the right to receive cash equal to $1.50 per share of Common
Stock (the "Common Stock Merger Consideration"); provided, however, that the
Company may presume that all Street Shares are held by Holders holding fewer
than 2,000 shares of Common Stock immediately before the Effective Time unless
either the Company or a beneficial owner of Street Shares are able to
demonstrate to the Company's satisfaction that such shares are held beneficially
by a Holder holding 2,000 or more shares of Common Stock immediately before the
Effective Time, in which event such shares shall remain outstanding with all
rights, privileges, and powers existing immediately before the Effective Time;
(b) all outstanding shares of Common Stock other than those described in
paragraph (a) as being converted into the right to receive the Common Stock
Merger Consideration shall remain outstanding with all rights, privileges, and
powers existing immediately before the Effective Time;
(c) all outstanding shares of Preferred A Stock (other than shares of
Preferred A Stock, the holders of which exercise and perfect appraisal rights as
set forth in Section 2.04), whether Record Shares (as hereinafter defined), or
Street Shares (as hereinafter defined), held by a Holder (as hereinafter
defined) immediately before the Effective Time shall, without any action on the
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part of the holder thereof, be canceled and converted into the right to receive
cash equal to $27.25 per share of Preferred A Stock (the "Preferred A Stock
Merger Consideration");
(d) the outstanding shares of Merger Corp. Stock shall, without any action
on the part of the holder thereof, be canceled; and
(e) the outstanding Options and Warrants shall, without any action on the
part of the holders thereof, remain outstanding without any change in their
respective terms and conditions.
In no event shall any Holder holding, of record or beneficially,
immediately before the Effective Time 2,000 or more shares of Common Stock
(including any combination of Record Shares and Street Shares) in the aggregate
be entitled to receive any Common Stock Merger Consideration with respect to the
shares of Common Stock so held. It shall be a condition precedent to the right
of any Holder to receive the Common Stock Merger Consideration, if any, payable
with respect to the shares of Common Stock held by such Holder that such Holder
certify to the Company in the letter of transmittal delivered by the Company as
described in Section 2.03 that such Holder held, of record or beneficially,
immediately before the Effective Time fewer than 2,000 shares of Common Stock
(including any combination of Record Shares and Street Shares) in the aggregate.
For purposes hereof:
(1) the term "Record Shares" shall mean shares of Common Stock or
Preferred A Stock other than Street Shares, and any Record Share shall be deemed
to be held by the registered holder thereof as reflected on the books of the
Company;
(2) the term "Street Shares" shall mean shares of Common Stock or
Preferred A Stock held of record in street name, and any Street Share shall be
deemed to be held by the beneficial owner thereof as reflected on the books of
the nominee holder thereof;
(3) the term "Holder" shall mean (i) any record holder or holders of
Record Shares who would be deemed, under Rule 12g5-1 promulgated under the
Securities Exchange Act of 1934, as amended, to be a single "person" for
purposes of determining the number of record shareholders of the Company, and
(ii) any other person or persons who would be deemed to be a "Holder" under
clause (i) above if the shares of Common Stock or Preferred A Stock such person
holds beneficially in street name were held of record by such person or persons;
and
(4) the term "Cash-Out Shares" shall mean any shares of Common Stock that
are converted into the right to receive the Common Stock Merger Consideration
and any shares of Preferred A Stock that are converted into the right to receive
the Preferred A Stock Merger Consideration, in each case pursuant to this
Section 2.02.
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The Company (along with any other person or entity to which it may
delegate or assign any responsibility or task with respect thereto) shall have
full discretion and exclusive authority (subject to its right and power to so
delegate or assign such authority) to (i) make such inquiries, whether of any
shareholder(s) or otherwise, as it may deem appropriate for purposes of this
Section 2.02 and (ii) resolve and determine, in its sole discretion, all
ambiguities, questions of fact and interpretive and other matters relating to
this Section 2.02, including, without limitation, any questions as to the number
of shares of Common Stock or of Preferred A Stock held by any Holder immediately
before the Effective Time. All determinations by the Company under this Section
2.02 shall be final and binding on all parties, and no person or entity shall
have any recourse against the Company or any other person or entity with respect
thereto.
For purposes of this Section 2.02, the Company may in its sole discretion,
but shall not have any obligation to do so, (i) presume that any shares of
Common Stock or Preferred A Stock held in a discrete account (whether record or
beneficial) are held by a person distinct from any other person, notwithstanding
that the registered or beneficial holder of a separate discrete account has the
same or a similar name as the holder of a separate discrete account; and (ii)
aggregate the shares of Common Stock or Preferred A Stock held (whether of
record or beneficially) by any person or persons that the Company determines to
constitute a single Holder for purposes of determining the number of shares of
Common Stock or Preferred A Stock held by such Holder.
2.03 EXCHANGE OF CERTIFICATES.
(a) PAYMENT PROCEDURE. Promptly after the Effective Time, the Surviving
Corporation will mail to each holder of a certificate or certificates which
immediately before the Effective Time evidenced outstanding shares of Common
Stock or Preferred A Stock that appear, based on information available to the
Company, may have been converted into the right to receive the Common Stock
Merger Consideration or the Preferred A Stock Merger Consideration, as
applicable (other than shares as to which rights of dissent have been perfected
as provided in Section 2.04) ("Certificates"), a letter of transmittal (which
shall contain the certification described in Section 2.02 and such other matters
as the Surviving Corporation may determine and shall specify that delivery shall
be effected, and risk of loss and title to the Certificates shall pass, only
upon delivery of the Certificates to the Surviving Corporation) and instructions
to effect the surrender of the Certificates in exchange for the Common Stock
Merger Consideration, if any, or the Preferred A Stock Merger Consideration, as
applicable, payable with respect to such Certificates. Upon surrender of a
Certificate for cancellation to the Surviving Corporation, together with such
letter of transmittal, duly completed and executed and containing the
certification contemplated by Section 2.02, and such other customary documents
as may be required pursuant to such instructions, the holder of such Certificate
shall, subject to the provisions of Section 2.02, be entitled to receive in
exchange therefor the Common Stock Merger Consideration or the Preferred A Stock
Merger Consideration, as applicable, payable with respect to the shares formerly
represented by such Certificate and the Certificate so surrendered shall
forthwith be canceled. If there is a transfer of ownership of shares of Common
Stock or
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Preferred A Stock which is not registered in the share transfer records of the
Company, the Common Stock Merger Consideration, if any, or Preferred A Stock
Merger Consideration, as applicable, payable in respect thereof may be paid or
issued to the transferee if the Certificate representing such shares is
presented to the Surviving Corporation, accompanied by all documents required to
evidence and effect such transfer and by evidence that any applicable stock
transfer taxes have been paid.
(b) ABANDONED PROPERTY LAWS. The Surviving Corporation shall not be
liable to any holder of a Certificate for any cash properly delivered to a
public official pursuant to any applicable abandoned property, escheat or
similar law.
2.04. APPRAISAL RIGHTS OF SHAREHOLDERS. Shareholders may dissent
from the Merger and exercise their appraisal rights pursuant to and subject to
the provisions of Section 262 of the Delaware General Business Corporation Act.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company hereby represents, warrants, and covenants to and with Merger
Corp. as of the date of this Agreement and as of the Closing Date (as defined in
Article VIII below) as follows:
3.01. ORGANIZATION. The Company is a corporation duly incorporated,
validly existing, and in good standing under the laws of the State of Delaware.
The Company has the corporate power to carry on its business as is presently
being conducted and is qualified to do business in every jurisdiction in which
the character and location of the assets owned by it or the nature of the
business transacted by it requires qualification.
3.02. GOVERNMENTAL AUTHORIZATIONS. The Company is in compliance in
all material respects with all applicable federal, state, and local laws, rules,
regulations, and orders, including, without limitation, those imposing taxes.
The approval, execution, delivery, and performance of this Agreement, and the
consummation of the transactions contemplated hereby, subject to the receipt of
the consents and approvals described in Section 6.03 below, will not violate in
any material respect any provision of, or constitute a default under, any
applicable law, rule, or regulation of any governmental agency or
instrumentality, either domestic or foreign, applicable to the Company.
3.03. NO CONFLICT WITH OTHER INSTRUMENTS. The consummation of the Merger
in accordance with the terms, conditions, and provisions of this Agreement will
not conflict with, or result in a breach of, any term, condition, or provision
of, or constitute a default under, any indenture, mortgage, deed of trust, or
other material agreement or instrument to which the Company is a party, and will
not conflict with any provisions of the Certificate of Incorporation or Bylaws
of the Company or any of its subsidiaries, and will not constitute an
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event that with the lapse of time or action by a third party could result in any
default under any of the foregoing, or result in the creation of any lien,
charge, or encumbrance upon any of the assets or properties of the Company or
upon the Common Stock or the Preferred A Stock.
3.04. NO CONFLICT WITH JUDGMENTS OR DECREES. The consummation of
the Merger in accordance with the terms, conditions, and provisions of this
Agreement will not conflict with, or result in a breach of, any term, condition,
or provision of any judgment, order, injunction, decree, writ, or ruling of any
court or tribunal, either domestic or foreign, to which the Company is a party
or is subject.
3.05. APPROVAL OF AGREEMENT. The board of directors of the Company has
approved this Agreement and the transactions contemplated hereby and has
authorized the execution and delivery of this Agreement by the Company. The
Company has full corporate power, authority, and legal right to enter into this
Agreement.
3.06. CAPITAL STOCK. The authorized capital stock of the Company consists
solely of the Common Stock, Preferred A Stock and Preferred B Stock. All of the
issued and outstanding shares of Common Stock and Preferred A Stock are validly
issued, fully paid, non-assessable and not issued in violation of the preemptive
rights of any shareholder. There are no shares of Preferred B Stock issued and
outstanding. In addition, the outstanding Options and Warrants are validly
issued.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF MERGER CORP.
Merger Corp. hereby represents, warrants, and covenants to and with the
Company as of the date of this Agreement and as of the Closing Date (as defined
in Article VIII below) as follows:
4.01. ORGANIZATION. Merger Corp. is duly incorporated, validly existing,
and in good standing under the laws of the State of Delaware. Merger Corp. has
the corporate power and authority to carry on its business as is presently being
conducted and is qualified to do business in every jurisdiction in which the
character and location of the assets owned by it or the nature of the businesses
conducted by it requires qualification.
4.02. CAPITAL STOCK. The authorized capital stock of Merger Corp. consists
solely of the Merger Corp. Stock, of which 100 shares are currently issued and
held by the Company. There are no outstanding subscriptions, warrants, options,
or rights of any kind to acquire from Merger Corp. any shares of Merger Corp.
Stock, other equity securities, or debt securities.
4.03. SUBSIDIARIES OR AFFILIATES. Merger Corp. does not own of record or
beneficially, and is not obligated to acquire any capital stock, other equity
securities, debt
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securities, or other interest of or in any corporation, government, or other
entity. Between the date hereof and the Effective Time, Merger Corp. will not
create or acquire any subsidiaries without the prior written consent of the
Company.
4.04. APPROVAL OF AGREEMENT. The Board of Directors of Merger Corp. has
approved this Agreement and the transactions contemplated hereby and has
authorized the execution and delivery by Merger Corp. of this Agreement. Merger
Corp. has full corporate power, authority, and legal right to enter into this
Agreement and, upon appropriate vote of the shareholders of Merger Corp., to
approve this Agreement and consummate the transactions contemplated hereby.
ARTICLE V CONDITIONS TO OBLIGATIONS OF MERGER CORP.
The obligations of Merger Corp. to consummate the Merger shall be subject
to the satisfaction on or before the Closing Date of all of the following
conditions, except as Merger Corp. may waive such conditions in writing:
5.01. LITIGATION. On the Closing Date, there shall not be pending or
threatened litigation in any court or any proceeding by any governmental
commission, board, or agency with a view to seeking, or in which it is sought,
to restrain or prohibit consummation of the Merger, or in which it is sought to
obtain divestiture, rescission, or damages in connection with the Merger or the
consummation of the Merger, and to the knowledge of any of the parties hereto,
no investigation by any governmental agency shall be pending or threatened that
might result in any such suit, action, or other proceeding.
5.02. REPRESENTATIONS AND WARRANTIES. All representations and
warranties of the Company contained in this Agreement, other than any
representations and warranties as to future events, shall be true in all
material respects on and as of the Closing Date as if such representations and
warranties were made on and as of the Closing Date, and the Company shall have
performed all agreements and covenants required by this Agreement to be
performed by it on or before the Closing Date.
ARTICLE VI
CONDITIONS TO OBLIGATIONS OF THE COMPANY
The obligations of the Company to consummate the Merger shall be subject
to the satisfaction on or before the Closing Date of all the following
conditions, except as the Company may waive such conditions in writing:
6.01. LITIGATION. On the Closing Date, there shall not be pending or
threatened litigation in any court or any proceeding by any governmental
commission, board, or agency with a view to seeking, or in which it is sought,
to restrain or prohibit consummation of the Merger, or
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in which it is sought to obtain divestiture, rescission, or damages in
connection with the Merger or the consummation of the Merger, and to the
knowledge of any of the parties hereto, no investigation by any governmental
agency shall be pending or threatened that might result in any such suit,
action, or other proceeding.
6.02. REPRESENTATIONS AND WARRANTIES. All representations and
warranties of the Merger Corp. contained in this Agreement, other than any
representations and warranties as to future events, shall be true in all
material respects on and as of the Closing Date as if such representations and
warranties were made on and as of the Closing Date, and the Company shall have
performed all agreements and covenants required by this Agreement to be
performed by it on or before the Closing Date.
6.03. SHAREHOLDER APPROVAL. This Agreement shall have been approved by a
vote of the holders of not less than a majority of the outstanding shares of
Common Stock and Preferred A Stock, voting together as a single class, and by
the holders of not less than a majority of the outstanding shares of Merger
Corp. Stock.
ARTICLE VII
EXPENSES
Costs and expenses relating to the negotiation and drafting of this
Agreement and the transactions contemplated hereby shall be borne and paid by
the Company.
ARTICLE VIII
CLOSING DATE; EFFECTIVE TIME
The closing of this Agreement and the transactions contemplated hereby
shall be held on the Closing Date (as defined in this Article VIII) at such time
and place as the parties hereto may mutually agree upon. The "Closing Date"
shall be such date as the Presidents of the Company and Merger Corp.,
respectively, may agree upon. Subject to the terms and upon satisfaction on or
before the Closing Date of all requirements of law and conditions specified in
this Agreement, the Company and Merger Corp. shall, at the Closing Date,
execute, acknowledge, and deliver such other documents and instruments and take
such further action as may be necessary or appropriate to consummate the Merger.
The "Effective Time" is the date on which the Merger is effective, which shall
be on the date specified in the certificate of merger to be issued by the
Secretary of State of the State of Delaware, and if no date is specified in such
certificate, then the Effective Time shall be the time of the opening of
business on the date the certificate of merger is recorded by the Secretary of
State of the State of Delaware.
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ARTICLE IX
AMENDMENTS
This Agreement may be amended only by written agreement duly authorized by
the boards of directors of the parties hereto before the Closing Date.
ARTICLE X
TERMINATION
This Agreement may be terminated by either the Company or Merger Corp. at
any time before the Effective Time. If this Agreement is terminated, this
Agreement shall become void and shall have no effect and create no liability on
the part of any of the parties hereto or their respective directors, officers,
or shareholders.
ARTICLE XI
NOTICES
All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given at the
time either personally delivered or sent by registered or certified mail,
postage prepaid, as follows:
If to the Company or Merger Corp., at:
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: B. Xxxx Xxxxxxx, President
ARTICLE XII
MISCELLANEOUS
12.01. FURTHER ASSURANCES. Each party hereto agrees to perform any
further acts and to execute and deliver any further documents that may be
reasonably necessary to carry out the provisions of this Agreement.
12.02. SEVERABILITY. If any of the provisions, or portions thereof, of
this Agreement are held to be illegal, unenforceable, or invalid by any court of
competent jurisdiction, the legality, enforceability, and validity of the
remaining provisions, or portions thereof, shall not be affected thereby, and,
in lieu of the illegal, unenforceable, or invalid provision, or portion thereof,
there shall be added a new legal, enforceable, and valid provision as similar in
scope and effect as is necessary to effectuate the results intended by the
deleted provision or portion.
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12.03. CONSTRUCTION. Whenever used herein, the singular number shall
include the plural, and the plural number shall include the singular.
12.04. GENDER. Any references herein to the masculine gender, or to the
masculine form of any noun, adjective, or possessive, shall be construed to
include the feminine or neuter gender and form, and vice versa.
12.05. HEADINGS. The headings contained in this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
of any of the provisions contained herein.
12.06. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
12.07. GOVERNING LAW. This Agreement has shall be governed by the laws of
the State of Delaware, without giving effect to the conflict of laws rules
thereof or of any other state.
12.08. COURT COSTS AND ATTORNEYS' FEES. If any action at law or in
equity, including an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party shall be
entitled to recover costs of court and reasonable attorneys' fees from the other
party or parties to such action, which fees may be set by the court in the trial
of such action or may be enforced in a separate action brought for that purpose,
and which fees shall be in addition to any other relief that may be awarded.
12.09. INUREMENT. Subject to any restrictions against transfer or
assignment as may be contained herein, the provisions of this Agreement shall
inure to the benefit of, and shall be binding on, the assigns and successors in
interest of each of the parties hereto.
12.10. WAIVERS. No waiver of any provision or condition of this Agreement
shall be valid unless executed in writing and signed by the party to be bound
thereby, and then only to the extent specified in such waiver. No waiver of any
provision or condition of this Agreement shall be construed as a waiver of any
other provision or condition of this Agreement, and no present waiver of any
provision or condition of this Agreement shall be construed as a future waiver
of such provision or condition.
12.11. ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties hereto concerning the subject matter contained herein. There
are no representations, agreements, arrangements, or understandings, oral or
written, between or among the parties hereto relating to the subject matter of
this Agreement that are not fully expressed herein.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by as of the date first written above.
FIRST SOUTHERN BANCSHARES, INC.
By: /s/B. Xxxx Xxxxxxx
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Title: President and Chief Executive Officer
ATTEST:
/s/Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Corporate Secretary
FIRST SOUTHERN MERGER CORP.
(In organization)
By: /s/B. Xxxx Xxxxxxx
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Title: President and Chief Executive Officer
ATTEST:
/s/Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Corporate Secretary
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