Exhibit 2.1
PLAN OF REORGANIZATION AND AGREEMENT OF MERGER
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THIS PLAN OF REORGANIZATION AND AGREEMENT OF MERGER (hereinafter
referred to as the ("Agreement"), made and entered into this ________
day of _____________, 1998, by and among Oconee Interim Corporation,
Watkinsville, Georgia, a corporation organized under the laws of the
State of Georgia ("Interim"), Oconee State Bank, Watkinsville,
Georgia, a state bank organized under the laws of the State of
Georgia, ("Bank"), (Interim and Bank being hereinafter sometimes
referred to collectively as the "Constituent Companies") and Oconee
Financial Corporation, a corporation organized under the laws of the
State of Georgia, (the "Holding Company");
R E C I T A L S:
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WHEREAS, the Boards of Directors of Interim, the Bank and the
Holding Company deem it advisable and for the benefit of each of them
and their respective shareholders that Interim merge into and with the
Bank with the Bank being the surviving bank and with all of the
shareholders of the Bank becoming shareholders in the Holding Company;
NOW, THEREFORE, for and in consideration of the premises and
of the mutual agreements hereinafter contained, it is hereby agreed by
and between the parties hereto, that, pursuant to and with the effects
provided in the applicable provisions of the Financial Institutions
Code of Georgia, as amended, Interim be merged into and with the Bank
(hereinafter referred to as the "Surviving Bank"), the corporate
existence of which shall be continued under the name "Oconee State
Bank," and thereafter the individual existence of Interim shall cease.
The terms and conditions of the merger hereby agreed upon and the mode
of carrying the same into effect and the manner and basis of
converting the shares of Common Stock, $10.00 par value, of the Bank
("Bank Common Stock") into shares of Holding Company Common Stock
shall be as follows:
1.
The acts required to be done by the laws of the State of
Georgia, in order to make this Agreement effective, including the
submission of this Agreement to the shareholders of the Constituent
Companies if required and the filing of this Agreement in the manner
provided in Section 7-1-530, et. seq., of the Financial Institutions
Code of Georgia, shall be attended to and done by the proper officers
of the Constituent Companies as soon as possible.
2.
The merger herein contemplated shall be effective upon the
certification of Articles of Merger with this Agreement attached by
the Secretary of State of Georgia (the "Effective Date").
3.
The Articles of Incorporation of the Bank shall on the
Effective Date be the Articles of Incorporation of the Surviving Bank.
4.
Until altered, amended or repealed, as therein provided, the
By-Laws of the Bank as in effect on the Effective Date shall be the
By-Laws of the Surviving Bank.
5.
Upon the Merger contemplated herein becoming effective, the
directors of the Bank and Holding Company shall be as follows:
G. Xxxxxx Xxxxxx Xxxx X. Xxxxxxx
Xxxxx X. Xxxxxx Xxx Xxxxxxxxx Xxxxxx
Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Xx. Xxxxxxxx X. Xxxxx
Xxxx X. Xxxx Xxxxxxx X. Xxxxxx
B. Xxxxx Xxxxxx
Said persons shall hold office until the next annual meeting
of the shareholders of the Surviving Bank and Holding Company and
until their successors are elected in accordance with the respective
By-Laws. If on the Effective Date any vacancy shall exist on the
Board of Directors of the Surviving Bank or Holding Company, such
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vacancy shall be filled in the manner specified in the respective By-
Laws.
6.
The manner and basis of converting the shares of capital
stock of each of the Constituent Companies into shares, rights,
obligations, securities of the Surviving Bank, of another corporation,
or, into cash or other property shall be as follows:
(a) Upon the Effective Date, the shares of Common
Stock of Interim issued and outstanding immediately prior
to the Effective Date shall be converted into 180,000
shares of $10.00 par value Common Stock of the Surviving
Bank;
(b) Upon the Effective Date, each of the 180,000
shares of Bank Common Stock outstanding on the Effective
Date shall be converted into one share of Holding Company
Common Stock $10.00 par value per share;
(c) Upon the Effective Date, each share of Holding
Company Common Stock issued and outstanding immediately
prior to the Merger shall be converted into $10.00 in cash;
(d) As soon as practicable after the Effective Date,
each holder as of the Effective Date of any of the shares
of Bank Common Stock shall, upon presentation and surrender
of the certificates representing such shares to the
transfer agent or agents designated by the Holding Company,
be entitled to receive in exchange therefor Holding Company
Common Stock. Until so surrendered, each such outstanding
certificate which before the Effective Date represented
Bank Common Stock shall be deemed for all corporate
purposes, except as set forth below, to evidence the right
to receive the Common Stock of the Holding Company into
which same shall have been converted. Unless and until any
such certificate shall be so surrendered, the holder of
such certificate shall not have the right to receive any
dividends on any shares of Holding Company Common Stock
into which the shares have been converted.
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7.
On the Effective Date of the merger, the separate existence of
Interim shall cease and the Surviving Bank shall thereupon and thereafter
possess all the rights, privileges, immunities and franchises, of a publi
as well as of a private nature, of each of the Constituent Companies; and
all property, real, personal and mixed, and all debts due on whatever account,
and each and every other interest of or belonging to or due to each of the
Constituent Companies shall be taken and deemed to be transferred to and
invested in the Surviving Bank without further act or deed; and the title to
any real estate, or any interest therein, vested in any of the Constituent
Companies shall not revert or be in any way impaired by reason of such merger.
The Surviving Bank shall thenceforth be responsible and liable for all the
liabilities and obligations of each of the Constituent Companies; and any claim
existing or action or proceeding pending by or against either of the Constituent
Companies may be prosecuted as if such merger had not taken place, or the
Surviving Bank may be substituted in its place. Neither the rights of
creditors nor any liens upon the property of either of the Constituent
Companies shall be impaired by such merger.
8.
This Agreement may be terminated and the merger abandoned at
any time before or after adoption thereof by the board of directors or
the shareholders of the Constituent Companies, notwithstanding
favorable action on the merger by such shareholders, but not later
than the issuing of a certificate of merger by the Secretary of State
of Georgia.
9.
The Bank, Interim and Holding Company, by unanimous consent,
may amend, modify and supplement this Agreement.
10.
This Agreement may be executed in counterparts, each of which
when so executed shall be deemed to be an original, and such counterparts
shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have each caused this
Plan of Reorganization and Agreement of Merger to be executed on their
respective behalves and their respective corporate seals affixed
hereto on the day and year above written.
[CORPORATE SEAL] OCONEE INTERIM CORPORATION
Attest: By: __________________________________
Name: B. Xxxxx Xxxxxx
Title: President
__________________________
Name: Xxxxx X. Xxxxx
Title: Secretary
[BANK SEAL] OCONEE STATE BANK
Attest: By: __________________________________
Name: B. Xxxxx Xxxxxx
Title: President
__________________________
Name: Xxxxx X. Xxxxx
Title: Secretary
[CORPORATE SEAL] OCONEE FINANCIAL CORPORATION
Attest: By: __________________________________
Name: B. Xxxxx Xxxxxx
Title: President
__________________________
Name: Xxxxx X. Xxxxx
Title: Secretary
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