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EXHIBIT 2
ARTICLES OF MERGER
MERGING
FIRST WESTERN CORP.
INTO
FIRSTIER BANCORP, INC.
THESE ARTICLES OF MERGER, dated this 14th day of September,
1999, pursuant to Section 0 -000-000 of the Colorado Business
Corporation Act (hereinafter referred to as the "Colorado
Act") and Section 21-20,134 of the Nebraska Business
Corporation Act (the "Nebraska Act"), are entered into by and
between FirsTier Bancorp, Inc. , a Colorado corporation, and
First Western Corp. , a Nebraska Corporation, which are
referred to collectively as the Constituent Corporations.
These Articles of Merger shall also serve as the plan of
merger referred to in Section 0 -000-000(2) of the Colorado
Act and Section 21-20, 132 of the Nebraska Act.
FIRST: FirsTier Bancorp, Inc. (hereinafter sometimes referred
to as the "Surviving Corporation") and First Western Corp.
(hereinafter sometimes referred to as "FWC") agree that FWC
shall be merged into the Surviving Corporation. The terms and
Conditions of the merger and the mode of carrying the same
into effect are as herein set forth in these Articles of
Merger.
SECOND: Firstier Bancorp, Inc, shall be the surviving
corporation.
THIRD: The principal office of the Surviving Corporation is
00000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
FOURTH: The principal office of FWC in Nebraska is 000 Xxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.
FIFTH: The board of directors of the Surviving Corporation, on
September 14th, 1999, by unanimous written consent of the
Board of Directors, duly adopted a resolution which declared
that a merger upon the terms and conditions set forth in these
Articles of Merger was advised, authorized and approved.
The board of directors of FWC, on September 14th, 1999, by
unanimous written consent of the Board of Directors, duly
adopted a resolution which declared that a merger upon the
terms and conditions set forth in these Articles of Merger was
advised, authorized and approved.
SIXTH: These Articles of Merger were duly submitted to and
approved by the affirmative vote of one hundred percent (100%)
of all of the votes entitled to be cast thereon pursuant to an
action by unanimous written consent of the shareholders of
Surviving Corporation, as permitted by the Colorado Act.
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These Articles and Plan of Merger were duly submitted to and
approved by the affirmative vote of one hundred percent (100%)
of all of the votes entitled to be cast thereon pursuant to an
action by unanimous written consent of the shareholders of FWC
as permitted by its Articles of Incorporation and Nebraska
Act.
SEVENTH: No amendment is made to the Articles of Incorporation
of the Surviving Corporation.
EIGHTH: The authorized and outstanding capital stock of FWC
and the Surviving Corporation are as follows:
A. FWC is authorized to issue 50,000,000 shares of
common stock, $.001 par value, and 20,000,000 shares
of preferred stock, $.001 par value. There are
outstanding 144,440 shares of said common stock, said
common stock being entitled to vote, No shares of
preferred stock are outstanding.
B. The Surviving Corporation is authorized to issue
50,000,000 shares of common stock and 20,000,000
shares of preferred stock. There are outstanding 100
shares of common stock, said common stock being
entitled to vote, and no shares of said preferred
stock are are outstanding.
NINTH: The manner and basis of converting or exchanging the
issued and outstanding stock of each of the Constituent
Corporations into different stock or other consideration and
the treatment of any issued stock of the Constituent
Corporations not to be so converted or exchanged on the
Effective Date (as defined below) of the merger contemplated
hereby shall be as follows:
A. Each outstanding share of the common stock of FWC,
shall thereupon, and without the surrender of stock
certificates or any other action, be converted into
one fully paid and nonassessable outstanding share of
the common stock of the Surviving Corporation.
Certificates representing outstanding shares of the
common stock of FWC shall thenceforth be deemed to
represent the same number of shares of the common
stock of the Surviving Corporation and the holders
thereof shall have all of the same rights which they
would have had if such certificates had been issued
by the Surviving Corporation;
B. The 100 shares of common stock of the Surviving
Corporation owned by FWC shall be canceled and
retired, all rights in respect thereof shall cease
and the capital of the Surviving Corporation shall be
reduced by the FWC capital applicable to such shares;
and
C. All outstanding options, warrants and other
agreements to purchase shares of the common stock of
FWC shall become, respectively, options, warrants and
agreements to purchase, at the same prices and on the
same terms and conditions, the same number of shares
of the common stock of the Surviving Corporation.
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TENTH: Upon the Effective Date:
A. the assets and liabilities of the FWC shall be taken
up on, the books of the Surviving Corporation at the
amount at which they shall at that time be carried on
the books of FWC, and
B. all of the rights, privileges, immunities, powers,
purposes, and franchises of the FWC, and all
property, real, personal and mixed, and all debts due
to FWC on whichever account shall be vested in the
Surviving Corporation, and all property rights,
privileges, immunities, powers, purposes and
franchises, and all and every other interest shall be
thereafter the property of the Surviving Corporation
as they were of FWC, and all debts, liabilities,
obligations and duties of FWC shall thenceforth
attach to the Surviving Corporation and may be
enforced against it to the same extent as if said
debts, liabilities, obligations and duties had been
incurred or contracted by it.
The merger provided for by these Articles of merger
shall become effective upon filling of these Articles with the
Colorado Secretary of State and the Nebraska Secretary of
State (the "Effective Date"), and the separate existence of
FWC, except insofar as continued by statute, shall cease on
the Effective Date.
IN WITNESS WHEREOF, each of the Constituent
Corporations, pursuant to the approval and authority duly
given by resolutions or unanimous written consents adopted by
their respective Boards of Directors, have caused these
Articles and Plan of Merger to be signed in their respective
corporation names by their respective officers and witnessed
or attested by their respective Secretaries as of the 14th day
of September, 1999, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
FIRST WESTERN CORP.
ATTEST
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxx, Secretary Xxxxxxx X. Xxxxx, Vice Chairman
FIRSTIER BANCORP, INC.
ATTEST
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Secretary Xxxxxxx X. Xxxxx, President
