AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER is made and entered into as of this 16th day
of September, 1996, by and between Monarch Merger Corporation ("Monarch"), a
California banking corporation, and Western Bank ("Bank"), with reference to
the following facts:
RECITALS
1. Bank is a banking corporation duly organized, validly existing and
in good standing under the laws of the State of California and is authorized by
the California Superintendent of Banks to conduct a general banking business,
with authorized capital of 10,000,000 shares of no par value common stock of
which, on the date hereof, there are 3,543,156 shares issued and outstanding
("Bank Stock").
2. Monarch is a corporation duly organized, validly existing and in
good standing under the laws of the State of California, with authorized capital
of 1,000,000 shares of common stock, no par value of which, on the date hereof,
there are 100 shares issued and outstanding ("Monarch Common Stock").
3. The respective Boards of Directors of Monarch and the Bank deem it
desirable and in the best interest of their respective corporations and
stockholders that Monarch be merged with and into the Bank as provided in this
Agreement of Merger pursuant to the laws of the State of California and that the
Bank be the surviving corporation ("Surviving Bank").
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth and for the purpose of prescribing the
terms and conditions of such Merger, the parties hereto agree as follows:
ARTICLE I
THE MERGER
Upon consummation of the Merger at the Effective Time (as defined in
Article IX hereof), Monarch shall be merged with and into the Bank which shall
thereupon be the Surviving Bank, and the separate corporation existence of
Monarch shall cease.
ARTICLE II
NAME
The name of the Surviving Bank shall be "Western Bank."
ARTICLE III
ARTICLES OF INCORPORATION
The Articles of Incorporation of Bank as in effect immediately prior
to the Effective Time shall, at and after the Effective Time, continue to be the
Articles of Incorporation of the Surviving Bank.
ARTICLE IV
BYLAWS
The Bylaws of Bank as in effect immediately prior to the Effective
Time shall, at and after the Effective Time, continue to be the Bylaws of the
Surviving Bank.
ARTICLE V
DIRECTORS
The Board of Directors of Bank immediately prior to the Effective Time
shall, at and after the Effective Time, serve as the Directors of the Surviving
Bank until its next annual meeting of shareholders or until such time as their
successors have been elected and qualified.
ARTICLE VI
RIGHTS AND DUTIES OF SURVIVING BANK
At and after the Effective Time, all rights, privileges, powers and
franchise and property and assets of every kind and description of the Bank and
Monarch shall be vested in and be held and enjoyed by the Surviving Bank,
without further act or deed, and all the estates and interests of every kind of
the Bank and Bank, including all debts due to either of them, shall be as
effectively the property of the Surviving Bank as they were of the Bank and
Monarch, and the title to any real estate vested by deed or otherwise in either
the Bank or Monarch shall not revert or be in any way impaired by reason of the
Merger; and all rights of creditors and liens upon any property of the Bank and
Monarch shall be preserved unimpaired and all debts, liabilities and duties of
the Bank and Monarch shall be debts, liabilities and duties of the Surviving
Bank and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.
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ARTICLE VII
CONVERSION OF SHARES
In and by virtue of the Merger and at the Effective Time, pursuant to
this Agreement of Merger, the shares of Bank Stock and Monarch Stock outstanding
at the Effective Time shall be converted as follows:
(a) EFFECT ON MONARCH. Each share of Monarch Common Stock
issued and outstanding immediately prior to the Effective Time shall, on and
after the Effective Time, be automatically converted into and exchanged for one
share of common stock of the Surviving Bank ("Surviving Bank Common Stock").
(b) EFFECT ON BANK STOCK. Each share of Bank Stock issued and
outstanding immediately prior to the Effective Time, except for shares as to
which dissenters' rights are perfected pursuant to Section 1300 ET SEQ. of the
California Corporations Code ("Perfected Dissenting Shares") shall be
automatically converted into the right to receive cash in the amount of $17.25
per share.
ARTICLE VIII
FURTHER ACTION
The parties hereto shall execute and deliver, or cause to be executed
and delivered, all such deeds and other instruments, and will take or cause to
be taken all further or other action as they may deem necessary or desirable, in
order to vest in and confirm to the Surviving Bank title to and possession of
all of Monarch's and Bank's property, rights, privileges, powers and franchises
hereunder, and otherwise to carry out the intent and purposes of this Agreement
of Merger.
ARTICLE IX
EFFECTIVE TIME
The Merger will become effective upon the filing of a copy of this
Agreement of Merger and all other requisite accompanying certificates in the
office of the Secretary of State of the State of California. The date and time
of such filing with the Secretary of State of the State of California is
referred to herein as the "Effective Time".
ARTICLE X
SUCCESSORS AND ASSIGNS
This Agreement of Merger shall be binding upon and enforceable by the
parties hereto and their respective successors, assigns and transferees, but
this Agreement of Merger may not be assigned by either party without the
written consent of the other.
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ARTICLE XI
GOVERNING LAW
This Agreement of Merger has been executed in the State of California,
and the laws of the State of California shall govern the validity and
interpretation hereof and the performance by the parties hereto.
ARTICLE XII
TERMINATION
This Agreement of Merger may, by the mutual consent and action of the
Boards of Directors of Monarch and the Bank, be abandoned at any time before or
after approval thereof by the shareholder of Bank, but not later than the filing
of this Agreement of Merger with the Secretary of State of the State of
California.
IN WITNESS WHEREOF, Monarch and the Bank, pursuant to the approval and
authority duly given by resolution of their respective Board of Directors, have
caused this Agreement of Merger to be signed by their respective officers on the
day and year first above written.
MONARCH MERGER CORPORATION
By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
E. Xxxx Xxxxxxx, President
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx, Secretary
WESTERN BANK
By: /s/ Xxxx X. Xxxxx, Xx.
-------------------------------------
Xxxx X. Xxxxx, Xx.,
Chairman of the Board
By: /s/ Xxxxx X. XxXxxxxx
-------------------------------------
Xxxxx X. XxXxxxxx, Secretary
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OFFICERS' CERTIFICATE
E. Xxxx Xxxxxxx and Xxxxx Xxxxxx certify that:
1. They are the President and the Secretary, respectively, of Monarch
Merger Corporation, a California corporation organized under the laws of the
State of California.
2. The corporation has only one class of shares and the total number of
outstanding shares is 100.
3. The Agreement of Merger in the form attached was duly approved by the
Board of Directors and shareholder.
4. Shareholder approval was by the holders of 100% of the outstanding
shares of the corporation.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated this 16th of September, 1996.
By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
E. Xxxx Xxxxxxx,
President and Chief Executive Officer
By: /s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx, Secretary
OFFICERS' CERTIFICATE
Xxxx X. Xxxxx, Xx. and Xxxxx XxXxxxxx certify that:
1. They are the Chairman and the Secretary respectively, of Western
Bank, a California corporation ("Western") organized under the laws of the State
of California.
2. Western has only one class of stock. Western has only one class
of Common Stock outstanding, and the total number of shares of Western Common
Stock outstanding is 3,543,156.
3. The principal terms of the Merger Agreement in the form attached
was duly approved by Western by the vote of a number of shares of the Common
Stock which equaled or exceeded the vote required.
4. The percentage vote required of the class of Western Common stock
is more than 50%.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Dated this 16th day of September, 1996
By: /s/ Xxxx X. Xxxxx, Xx.
-----------------------------
Xxxx X. Xxxxx, Xx.,
Chairman of the Board
By: /s/ Xxxxx X. XxXxxxxx
-----------------------------
Xxxxx X. XxXxxxxx,
Secretary
