SUPPLEMENT FOR MERGER SUB ACCESSION TO AGREEMENT AND PLAN OF REORGANIZATION
Exhibit 2.2
SUPPLEMENT FOR MERGER SUB ACCESSION TO
AGREEMENT AND PLAN OF REORGANIZATION
This SUPPLEMENT FOR MERGER SUB ACCESSION TO AGREEMENT AND PLAN OF REORGANIZATION is dated as of the 30th day of May, 2013 (this “Supplement”), and supplements that Agreement and Plan of Reorganization, dated as of January 29, 2013 (as may be amended from time to time in accordance with the terms thereof, the “Agreement”), by and between United Bankshares, Inc., a West Virginia corporation (“United”), and Virginia Commerce Bancorp, Inc., a Virginia corporation (“VCBI”).
WHEREAS, terms used but not otherwise defined herein have the meanings specified in the Agreement; and
WHEREAS, pursuant to Section 2.01 of the Agreement, United has determined to consummate the Merger in part through the merger of VCBI with and into Xxxxxx Xxxxx Bankshares, Inc., a Virginia corporation (the “Merger Sub”).
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations and warranties contained in the Agreement, the parties agree as follows:
1. Agreement. Merger Sub agrees (i) to be bound by and subject to the terms of the Agreement, (ii) to become a party to the Agreement, as provided by Section 2.01 thereof, (iii) to perform all obligations and agreements set forth therein and (iv) to adopt the Agreement with the same force and effect as if the undersigned were originally a party thereto.
2. Notice. Any notice required to be provided pursuant to Section 10.07 of the Agreement shall be given to the Merger Sub at the following address:
Xxxxxx Xxxxx Bankshares, Inc.
00000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
[Signature page follows this page.]
IN WITNESS WHEREOF, this Supplement has been duly executed and delivered by the undersigned, duly authorized thereunto as of the date first hereinabove written.
XXXXXX XXXXX BANKSHARES, INC.
| ||
By: |
/s/ Xxxxxxx X. Xxxxx | |
Name: |
Xxxxxxx X. Xxxxx | |
Title: |
President | |
VIRGINIA COMMERCE BANCORP, INC.
| ||
By: |
/s/ Xxxxx X. Converse | |
Name: |
Xxxxx X. Converse | |
Title: |
President and Chief Executive Officer | |
UNITED BANKSHARES, INC.
| ||
By: |
/s/ Xxxxxxx X. Xxxxx | |
Name: |
Xxxxxxx X. Xxxxx | |
Title: |
Chairman of the Board and | |
Chief Executive Officer |