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Exhibit 2.2
PLAN OF REORGANIZATION
AND
AGREEMENT OF MERGER
THIS PLAN OF REORGANIZATION AND AGREEMENT OF MERGER ("Agreement") is
made and entered into this 22nd day of March, 2001, by and between Valley
Independent Bank, a California banking corporation ("VIB" or "Surviving
Corporation"), having its principal office in El Centro, California, and Kings
River State Bank, a California banking corporation ("KRSB"), having its
principal office in Reedley, California, to which VIB Corp, a California
corporation ("VIBC"), having its principal office in El Centro, California, is a
party, with reference to the following facts:
RECITALS
A. KRSB is a corporation duly organized, validly existing and doing
business in good standing under the laws of the State of California, and has
authorized capital stock which consists of 500,000 shares of common stock ("KRSB
Stock"), of which, as of the date hereof, there are 153,700 shares outstanding;
B. VIB is a corporation duly organized, validly existing and doing
business in good standing under the laws of the State of California, and has
authorized capital stock which consists of 13,500,000 shares of common stock
("VIB Stock"), of which, as of the date hereof, there are 6,194,116 shares
outstanding;
C. VIB is a member of the Federal Reserve System and is duly licensed
to conduct and is now conducting a banking business in the State of California;
D. KRSB is a non-member bank and is duly licensed to conduct and is
now conducting a banking business in the State of California;
E. VIBC is a corporation duly organized, validly existing and doing
business in good standing under the laws of the State of California, and has
authorized capital stock of 25,000,000 shares of common stock ("VIBC Stock"), of
which, as of the date hereof, there are 12,188, 834 shares outstanding, and
10,000,000 shares of preferred stock, of which, as of the date hereof, there are
no shares outstanding;
F. VIBC owns all of the outstanding shares of KRSB Stock and all of
the outstanding shares of VIB Stock; and
G. VIB, KRSB and VIBC deem it desirable and in the best interests of
their respective corporations and their respective shareholders that VIB and
KRSB merge (the "Merger") into a single corporation under and pursuant to the
laws of the United States and of the State of
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California and to that end are entering into this Plan of Reorganization and
Agreement of Merger.
NOW, THEREFORE, VIB, KRSB and VIBC do hereby agree that, at the
Effective Time (as hereinafter defined), KRSB and VIB shall merge into a single
corporation on the terms and conditions herein provided as follows:
AGREEMENT
ARTICLE I - MERGER
At the Effective Time, KRSB shall be merged with and into VIB which
shall thereupon be the Surviving Corporation and a subsidiary of VIBC. The
separate corporate existence of KRSB shall cease and VIB shall succeed to the
properties, rights, privileges, powers, immunities and franchises of KRSB. All
rights of creditors and all liens upon the property of KRSB shall be preserved
unimpaired, limited in lien to the property affected by such liens immediately
prior to the Merger.
ARTICLE II - ARTICLES OF INCORPORATION;
BYLAWS; BOARD OF DIRECTORS AND OFFICERS; CHARTER
2.1 The Articles of Incorporation of VIB as in effect immediately
prior to the Effective Time shall be and remain the Articles of Incorporation of
the Surviving Corporation without change or amendment, until altered, amended or
repealed as provided for therein or by law.
2.2 The Bylaws of VIB as in effect immediately prior to the Effective
Time shall be and remain the Bylaws of the Surviving Corporation without change
or amendment, until altered, amended, or repealed as provided for therein or by
law.
2.3 The Board of Directors and officers of VIB at the Effective Time
shall continue to serve as the Board of Directors and officers of the Surviving
Corporation until such time as their successors have been elected and qualified
as provided for by the Bylaws of VIB.
2.4 The Banking Charter, Certificates of Authority and Federal Reserve
System membership of VIB issued by the Department of Financial Institutions and
Federal Reserve Bank shall be and remain the Charter, Certificates of Authority
and Federal Reserve System membership of the Surviving Corporation; and VIB's
insurance of deposits coverage by the Federal Deposit Insurance Corporation
shall be and remain the insurance of deposits coverage of the Surviving
Corporation.
2.5 Pursuant to California Financial Code Section 4888, the banking
offices of KRSB shall become branch banking offices of VIB, the loan production
offices of KRSB shall become the loan production offices of VIB, and all safe
deposit, deposit and loan customers of KRSB shall, by operation of law, become
customers of VIB.
ARTICLE III - CONVERSION OF SHARES
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In and by virtue of the merger, the shares of KRSB Stock, VIB Stock
and VIBC Stock outstanding at the Effective Time shall be converted as follows:
(a) At the Effective Time, each issued and outstanding share of VIBC
Stock shall not be changed or converted as a result of the Merger but shall
remain outstanding as shares of VIBC Stock.
(b) At the Effective Time, each issued and outstanding share of VIB
Stock shall not be changed or converted as a result of the Merger but shall
remain outstanding as shares of VIB Stock, the shares of the Surviving
Corporation.
(c) At the Effective Time, each issued and outstanding share of KRSB
Stock shall automatically be converted into and exchanged for one share of VIB
Stock. At the Effective Time, each outstanding stock certificate which, prior to
the Effective Time, represented shares of KRSB Stock shall automatically cease
to represent issued and outstanding shares of KRSB Stock but shall be deemed for
all purposes to represent the aggregate number of shares of VIB Stock into which
the shares of KRSB Stock represented by such certificates have been converted
pursuant to the Merger. Nothing herein shall preclude VIBC, as the sole
shareholder, from presenting the KRSB Stock certificate to VIB for exchange for
a VIB Stock certificate.
(d) The provisions of this Article III shall not be affected by the
requirements of Section 1300(b) of the California General Corporation Law
regarding dissenting shares because KRSB is a wholly- owned subsidiary of VIBC,
which hereby waives its rights to dissent.
ARTICLE IV - FURTHER ASSURANCES
The parties hereto shall execute and deliver, or cause to be executed
and delivered, all such conveyances, deeds, transfers, assignments and other
documents and/or instruments, and will take or cause to be taken such further or
other action as VIBC or VIB may deem necessary or desirable in order to vest in
and confirm to VIB title to and possession of all of KRSB's property, rights,
privileges, powers, franchises and interests hereunder and otherwise to carry
out the intent and purposes of this Agreement.
ARTICLE V - EFFECTIVE TIME
The Merger shall become effective at the close of business on the day
on which an executed copy of this Agreement with all requisite accompanying
certificates shall have been filed with the Commissioner of Financial
Institutions in accordance with Section 4887(a) of the California Financial
Code, shall have been filed with the California Secretary of State, in
accordance with Section 1103 of the California General Corporation Law, and
thereafter filed with the Commissioner of Financial Institutions, in accordance
with Section 4887(b) of the California Financial Code.
ARTICLE VI - CONDITIONS
The filing of this Agreement with the California Secretary of State
and the Commissioner of Financial Institutions, as provided in Article V above,
is subject to the prior approvals of the California Department of Financial
Institutions and the Federal Reserve Board to the
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Merger contemplated herein and the expiration of all statutory waiting periods.
ARTICLE VII - TERMINATION
This Agreement may be terminated at any time prior to the Effective
Time before or after approval thereof by the shareholder of VIB or KRSB, or by
the mutual consent and action of the Boards of Directors of VIB, KRSB and VIBC.
ARTICLE VIII - CHOICE OF LAW
This Agreement has been executed in the State of California and its
validity, interpretation and performance shall be controlled by and construed
under the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto, pursuant to the approval and
authority duly given by resolution of their respective Boards of Directors, have
caused this Agreement to be signed by their respective Presidents and
Secretaries as of the day and year first written above.
KINGS RIVER STATE BANK
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
By: /s/ Xxxxx X . Xxxxxxx
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Xxxxx X . Xxxxxxx, Secretary
VALLEY INDEPENDENT BANK
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
By: /s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx, Secretary
VIB CORP
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
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By: /s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx, Secretary
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