AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit
2.1
AMENDMENT
TO AGREEMENT AND PLAN OF MERGER
THIS
AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”),
dated as of September 28, 2007, is by and between SCBT Financial Corporation,
a
South Carolina corporation (“Buyer”), and TSB Financial Corporation, a
North Carolina corporation (“Seller”), and amends the Agreement and Plan
of Merger (the “Agreement”) dated as of August 29, 2007 between Buyer and
Seller. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given to them in the Agreement.
WHEREAS,
the defined term, “Stock Conversion Number,” as used in Section 3.2(c) of the
Agreement was intended by the Parties to be the number of shares of Seller
Common Stock which upon exchange at a ratio of 0.993 of a share of Buyer
Common
Stock for one share of Seller Common Stock would yield the maximum aggregate
number of 939,372 shares of Buyer Common Stock to be issued as Stock
Consideration in the Merger; and
WHEREAS,
the Parties wish to amend the Agreement to reflect that intention;
NOW,
THEREFORE, in consideration of the mutual agreements set forth herein,
and other good and valuable consideration, the receipt and sufficiency of
which
are acknowledged, the Parties, intending to be legally bound, agree as
follows:
1. Definition
of “Stock Conversion Number.” Notwithstanding the contrary
definition of “Stock Conversion Number” included in Section 3.2(a) of the
Agreement and the reference included in Section 10.1(a) of the Agreement
to
Section 3.2(a) for the definition of “Stock Conversion Number,” as used in
Section 3.2(c) of the Agreement, the term “Stock Conversion Number” shall mean
945,994 shares of Seller Common Stock.
2. Remainder
Unaffected. The remainder of the Agreement shall not be affected
by this Amendment, and the Agreement shall continue in full force and effect
as
amended hereby.
3. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall
be
deemed to be an original, but all of which together shall constitute one
and the
same instrument.
4. Governing
Law. Regardless of any conflict of law or choice of law
principles that might otherwise apply, the Parties agree that this Amendment
shall be governed by and construed in all respects in accordance with the
Laws
of the State of South Carolina.
5. Interpretation. Neither
this Amendment nor any uncertainty or ambiguity herein shall be construed
or
resolved against any Party, whether under any rule of construction or
otherwise. No Party to this Amendment shall be considered the
draftsman. The Parties acknowledge and agree that this Amendment has
been reviewed, negotiated, and accepted by all Parties and their attorneys
and
shall be construed and interpreted according to the ordinary meaning of the
words used so as fairly to accomplish the purposes and intentions of all
Parties
hereto.
[signatures
appear on next page]
IN
WITNESS WHEREOF, each of the Parties has caused this Amendment to be
executed on its behalf by its duly authorized officer as of the day and year
first above written.
SCBT
FINANCIAL CORPORATION
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(BUYER)
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By: /s/
Xxxxxx X. Xxxx,
Xx.
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Xxxxxx
X. Xxxx, Xx.
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President
and Chief Executive Officer
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TSB
FINANCIAL CORPORATION
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(SELLER)
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By: /s/
Xxxx X. Xxxxxxx,
Xx.
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Xxxx
X. Xxxxxxx, Xx.
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President
and Chief Executive
Officer
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