ARTICLES OF SHARE EXCHANGE BY AND BETWEEN FIRST COMMERCE BANK, a Tennessee corporation, AND FIRST COMMERCE BANCORP, INC., a Tennessee corporation
EXHIBIT 2.2
BY AND BETWEEN
FIRST COMMERCE BANK,
a Tennessee corporation,
AND
a Tennessee corporation
Pursuant to the provisions of Section 00-00-000 of the Tennessee Business Corporation Act, the
undersigned domestic corporations do hereby adopt the following Articles of Share Exchange for the
purpose of exchanging shares of the common stock of First Commerce Bank, a Tennessee state
chartered bank (the “Bank”) for shares of the common stock of First Commerce Bancorp, Inc., a
Tennessee corporation (the “Holding Company”) pursuant to the terms of that certain Agreement and
Plan of Share Exchange dated as of August 9, 2006, by and between the Bank and the Holding Company
(the “Agreement and Plan of Share Exchange”):
1. The Agreement and Plan of Share Exchange is attached hereto as Exhibit A.
2. The Agreement and Plan of Share Exchange and the performance of the terms thereof were duly
approved by the Board of Directors of the Bank on July 26, 2006. Approval of the Agreement and
Plan of Share Exchange by the Bank is required by Section 00-00-000 of the Tennessee Business
Corporation Act, and the Agreement and Plan of Share Exchange was duly adopted on September 26,
2006 by the affirmative vote of the required percentage of all of the votes entitled to be cast by
the shareholders of the Bank.
3. The Agreement and Plan of Share Exchange and the performance of the terms thereof were duly
approved by the Board of Directors of the Holding Company on July 26, 2006. Approval of the
Agreement and Plan of Share Exchange by the Holding Company is required by Section 00-00-000 of the
Tennessee Business Corporation Act, and the Agreement and Plan of Share Exchange was duly adopted
on July 26, 2006 by affirmative vote of the required percentage of all of the votes entitled to be
cast by the shareholders of the Holding Company.
4. The Share Exchange contemplated by the Agreement and Plan of Share Exchange is to be
effective on the filing of these Articles of Share Exchange with the Secretary of the State of
Tennessee.
Date: October 5, 2006
| FIRST COMMERCE BANK |
||||
| By: | /s/ X. X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Chairman, President & CEO | |||
| FIRST COMMERCE BANCORP, INC. |
||||
| By: | /s/ X. X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Chairman, President & CEO | |||
EXHIBIT A
Agreement and Plan of Share Exchange
