AGREEMENT AND PLAN OF MERGER
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THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"),
is made and entered into as of the 21st day of February, 2001, by
and between STATE NATIONAL BANK OF WEST TEXAS, a national banking
association whose principal office is located Lubbock, Texas (the
"Lubbock Bank"), and STATE NATIONAL BANK OF WEST TEXAS, ABILENE,
TEXAS, a national banking association whose principal office is
located in Abilene, Texas(the "Abilene Bank") (herein sometimes
collectively referred to as the "Banks").
W I T N E S S E T H:
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WHEREAS, the Lubbock Bank is a national banking association
duly organized and existing under the laws of the United States,
with authorized capital stock consisting of 1,500,000 shares of
common stock, par value $5.00 per share (the "Lubbock Bank
Stock"), of which 1,500,000 shares are validly issued and
outstanding;
WHEREAS, the Abilene Bank is a national banking association
duly organized and existing under the laws of the United States,
with an authorized capital stock consisting of 250,000 shares of
common stock, par value $5.00 per share (the "Abilene Bank
Stock"), of which 250,000 shares are validly issued and
outstanding, and
WHEREAS, a majority of the Boards of Directors of each of
the Lubbock Bank and the Abilene Bank, pursuant to the authority
given by and in accordance with the provisions of the National
Bank Act, have approved this Merger Agreement, pursuant to which
the Abilene Bank shall be merged with and into the Lubbock Bank
(the "Merger"), and have authorized the execution hereof, and
WHEREAS, as and when required by the provisions of this
Merger Agreement, all such action as may be necessary or
appropriate shall be taken by the Lubbock Bank and the Abilene
Bank in order to consummate the Merger.
NOW, THEREFORE, in consideration of the premises, the
Lubbock Bank and the Abilene Bank hereby agree that the Abilene
Bank shall be merged with and into the Lubbock Bank on the
following terms and conditions:
1. Merger of the Banks. At the Effective Time (as defined
in Section 12 of this Merger Agreement), the Abilene Bank shall
be merged with and into the Lubbock Bank pursuant to the
provisions of 12 U.S.C. section 215a.
2. Effects of the Merger. The Merger shall have the
effects set forth in 12 U.S.C. section 215a. At the Effective
Time, the corporate existence of the Abilene Bank shall be merged
into and continued in the Lubbock Bank, as the bank surviving the
Merger (the "Surviving Bank"), and the Surviving Bank shall be
deemed to be the same corporation as the Lubbock Bank and the
Abilene Bank. The name of the Surviving Bank shall be "State
National Bank of West Texas". The existing office of the Lubbock
Bank located at 0000 Xxxxxxxx, Xxxxxxx, Xxxxx, shall be the
main office of the Surviving Bank, and the existing offices and
facilities of the Lubbock Bank and the Abilene Bank immediately
preceding the Merger will become offices and facilities of the
Surviving Bank following the Merger. At the Effective Time, all
rights, franchises and interests of the Lubbock Bank and the
Abilene Bank in and to every type of property (real, personal and
mixed) and choses in action shall be transferred to and vested in
the Surviving Bank by virtue of the Merger without any deed or
other transfer. At the Effective Time, the Surviving Bank,
without any order or other action on the part of any court or
otherwise, shall hold and enjoy all rights of property,
franchises and interests, including appointments, designations
and nominations and all other rights and interests as trustee,
executor, administrator, registrar of stocks and bonds, guardian
of estates, assignee, receiver and in every other fiduciary
capacity, in the same manner and to the same extent as such
rights, franchises and interests were held or enjoyed by the
Lubbock Bank and the Abilene Bank, respectively, at the Effective
Time. At the Effective Time, the Surviving Bank shall be liable
for all liabilities of the Lubbock Bank and the Abilene Bank,
respectively; and all deposits, debts, liabilities, obligations
and contracts of the Lubbock Bank and the Abilene Bank,
respectively, matured or unmatured, whether accrued, absolute,
contingent or otherwise, and whether or not reflected or reserved
against on balance sheets, books of account or records of the
Lubbock Bank or the Abilene Bank, as the case may be, including
all liabilities of the Lubbock Bank and the Abilene Bank for
taxes, whether existing at the Effective Time or arising as a
result of or pursuant to the Merger, shall be those of the
Surviving Bank and shall not be released or impaired by the
Merger; and all rights of creditors and other obligees and all
liens on property of either the Lubbock Bank or the Abilene Bank
shall be preserved unimpaired.
3. Articles of Association and Bylaws. At the Effective
Time, the Articles of Association and Bylaws of the Lubbock Bank
shall continue in effect as the Articles of Association and
Bylaws of the Surviving Bank until the same shall be amended and
changed as provided by law.
4. Directors and Executive Officers of the Surviving Bank.
At the Effective Time, the directors and executive officers of
the Surviving Bank shall be those persons listed on Exhibit A
attached hereto, and each of such persons shall hold office from
the Effective Time until their respective successors are duly
elected or appointed and qualified in the manner provided in the
Articles of Association and Bylaws of the Surviving Bank or as
otherwise provided by law.
5. Conversion of the Lubbock Bank and the Abilene Bank
Stock. At the Effective Time, by virtue of this Merger Agreement
and without any further action on the part of any holder, all
shares of the Lubbock Bank Stock and the Abilene Bank Stock
outstanding at the Effective Time shall be converted into
1,500,000 shares of common stock of the Surviving Bank, with a
par value of $5.00 per share.
6. Stock Transfer Books. The stock transfer books of the
Abilene Bank shall be closed as of the Effective Time, and no
transfer of record of any of the shares of the Abilene Bank Stock
shall take place thereafter.
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7. Shareholder Approval. This Merger Agreement shall be
submitted to the sole shareholder of each of the Banks for
approval by written consent. Upon approval by the sole
shareholder of each of the Banks, this Merger Agreement shall be
made effective as soon as practicable thereafter as provided in
Section 11 hereof.
8. Conditions to Consummation of the Merger. All
obligations of the parties under this Merger Agreement are
subject to the receipt of all consents, orders and regulatory
approvals and satisfaction of all other requirements prescribed
by law that are necessary for the consummation of the Merger,
including, without limitation, shareholder approval and the
approval of the Office of the Comptroller of the Currency.
9. Termination. This Merger Agreement may be terminated
and abandoned at any time prior to or on the Closing Date (as
defined in Section 12 of this Merger Agreement), whether before
or after action thereon by the sole shareholder of each of the
Lubbock Bank and the Abilene Bank, by the mutual consent in
writing of each of the Lubbock Bank and the Abilene Bank.
10. Effect of Termination. In the event of the termination
and abandonment of this Merger Agreement pursuant to the
provisions of Section 9, this Merger Agreement shall be of no
further force or effect and there shall be no liability by reason
of this Merger Agreement or the termination thereof on the part
of either the Lubbock Bank or the Abilene Bank or the directors,
officers, employees, agents or stockholders of either of them.
11. Waiver, Amendment and Modification. Any of the terms
or conditions of this Merger Agreement may be waived at any time,
whether before or after action thereon by the sole shareholder of
the Lubbock Bank and the Abilene Bank, by the party that is
entitled to the benefits thereof. This Merger Agreement maybe
modified or amended at any time, whether before or after action
thereon by the sole shareholder of the Lubbock Bank and the
Abilene Bank, by the Lubbock Bank and the Abilene Bank. Any
waiver, modification or amendment of this Merger Agreement shall
be in writing.
12. Closing Date and Effective Time. The "Closing Date"
shall be the last to occur of (i) the first business day after
the receipt of all necessary regulatory approvals and expiration
of any mandatory waiting periods, or (ii) such later date upon
which the Lubbock Bank and the Abilene Bank may mutually agree.
Subject to the terms, and upon satisfaction on or before the
Closing Date of all requirements of law, and the conditions
specified in this Merger Agreement, the Merger shall become
effective at the opening of business on the date specified in the
certification of the Merger to be issued by the Office of the
Comptroller of the Currency, such time being herein called the
"Effective Time."
13. Multiple Counterparts. For the convenience of the
parties hereto, this Merger Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all
counterparts hereof so executed by the parties hereto, whether or
not such counterpart shall bear the execution of each of the
parties hereto, shall be deemed to be, and shall be construed as,
one and the same Merger Agreement. A telecopy or facsimile
transmission of a
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signed counterpart of this Merger Agreement shall be sufficient
to bind the party or parties whose signature(s) appear thereon.
14. Governing Law. THIS MERGER AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
UNITED STATES, AND, TO THE EXTENT NOT INCONSISTENT WITH THE LAWS
OF THE UNITED STATES, THE LAWS OF THE STATE OF TEXAS.
15. Further Assurances. Each party hereto agrees from time
to time, as and when requested by the other party hereto, or by
its successors or assigns, to execute and deliver, or cause to be
executed and delivered, all such deeds and instruments and to
take or cause to be taken such further or other acts, either
before or after the Effective Time, as may be deemed necessary or
desirable in order to vest in and confirm to the Surviving Bank
title to and possession of any assets of the Lubbock Bank or the
Abilene Bank acquired or to be acquired by reason of or as a
result of the Merger and otherwise to carry out the intent and
purposes hereof, and the officers and directors of the parties
hereto are fully authorized in the name of their respective
corporate names to take any and all such actions.
16. Assignment. This Merger Agreement shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assigns, but no party to this Merger
Agreement shall assign this Merger Agreement, by operation of law
or otherwise, in whole or in part, without the prior written
consent of the other parties. Any assignment made or attempted
in violation of this Section 16 shall be void and of no effect.
17. Severability. In the event that any provision of this
Merger Agreement is held to be illegal, invalid or unenforceable
under present or future laws, then (a) such provision shall be
fully severable and this Merger Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision
were not a part hereof; (b) the remaining provisions of this
Merger Agreement shall remain in full force and effect and shall
not be affected by such illegal, invalid or unenforceable
provision or by its severance from this Merger Agreement; and (c)
there shall be added automatically as a part of this Merger
Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and still
be legal, valid and enforceable.
18. Specific Performance. Each of the parties hereto
acknowledges that the other parties would be irreparably damaged
and would not have an adequate remedy at law for money damages in
the event that any of the covenants contained in this Merger
Agreement were not performed in accordance with its terms or
otherwise were materially breached. Each of the parties hereto
therefore agrees that, without the necessity of proving actual
damages or posting bond or other security, the other party shall
be entitled to temporary and/or permanent injunction or
injunctions to prevent breaches of such performance and to
specific enforcement of such covenants in addition to any other
remedy to which they may be entitled, at law or in equity.
19. Rules of Construction. Descriptive headings as to the
contents of particular sections are for convenience only and
shall not control or affect the meaning, construction or
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interpretation of any provision of this Merger Agreement. Each
use herein of the masculine, neuter or feminine gender shall be
deemed to include the other genders. Each use herein of the
plural shall include the singular and vice versa, in each case as
the context requires or as it is otherwise appropriate. The word
"or" is used in the inclusive sense.
20. Articles, Sections, Exhibits and Schedules. All
articles and sections referred to herein are articles and
sections, respectively, of this Merger Agreement and all exhibits
referred to herein are exhibits attached to this Merger
Agreement. Any and all schedules, exhibits, annexes, statements,
reports, certificates or other documents or instruments referred
to herein or attached hereto are and shall be incorporated herein
by reference hereto as though fully set forth herein verbatim.
21. Binding Effect. All of the terms, covenants,
representations, warranties and conditions of this Merger
Agreement shall be binding upon, and inure to the benefit of and
be enforceable by, the parties hereto and their respective
successors, representatives and permitted assigns. Nothing
expressed or referred to herein is intended or shall be construed
to give any person other than the parties hereto any legal or
equitable right, remedy or claim under or in respect of this
Merger Agreement, or any provision herein contained, it being the
intention of the parties hereto that this Merger Agreement, the
assumption of obligations and statements of responsibilities
hereunder, and all other conditions and provisions hereof are for
the sole benefit of the parties to this Merger Agreement and for
the benefit of no other person. Nothing in this Merger Agreement
shall act to relieve or discharge the obligation or liability of
any third party to any party to this Merger Agreement, nor shall
any provision give any third party any right of subrogation or
action over or against any party to this Merger Agreement.
[Signature Pages Follow]
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[Signature Page to Merger Agreement]
IN WITNESS WHEREOF, the Lubbock Bank and the Abilene Bank
have caused this Merger Agreement to be executed by their duly
authorized officers as of the date first above written, and the
officers of each such bank have hereunto subscribed their names.
ATTEST: STATE NATIONAL BANK OF WEST
TEXAS, Lubbock, Texas, a
national banking association
/s/ Xxxxx XxXxxxx By: /s/ Xxx X. Xxxxx
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Print Name: Xxxxx XxXxxxx Xxx X. Xxxxx, Executive
Title: Admin. Asst. Vice President
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[Signature Page to Merger Agreement]
ATTEST: STATE
NATIONAL BANK OF WEST TEXAS,
ABILENE, TEXAS, Abilene,
Texas, a national banking
association
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxx, President
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Print Name: Xxx Xxxxxxxx Xxxxxx Xxxxxxx, President
Title: Executive Vice President
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EXHIBIT A
OFFICERS AND DIRECTORS OF
STATE NATIONAL BANK OF WEST TEXAS
LUBBOCK, TEXAS
(SURVIVING BANK)
State National Bank
Officers
January 1, 2001
Xxx X. Xxxxxxx, Chairman and CEO
Xxxxx Xxxxxxxxxx, Vice Chairman
Xxxxxx Xxxxxxx, President-Abilene Region
Xxxx Xxxxxxx, President-Lubbock
Xxxx Xxxxxxx, President-Odessa
Xxxx Xxxxxxxx, President-Azle
Xxxxxx XxXxxxxxxx, President-Plainview
X. X. Xxxxxx, President-Big Spring
Xxxxx Xxxxxxx, Sr. V.P. & Cashier-Operations
Xxx Xxxxxxxx, Exec. V.P.-Lending
Xxx Xxxxxxxx, Exec. V.P.-Administration
No changes for S.V.P. and below.
State National Bank
Board of Directors
January 1, 2001
Xxx X. Xxxxxxx
Xxxxx Xxxxxxxxxx
Xxx X. Xxxxx
Xxxxx Xxxx
Xxxx X. Xxxxxxxx
Xxxxx Xxxxxxx, Secretary
Advisory Board
Xxxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxx Xxxxxxxx
X. X. Xxxxxx
Xxxxxx XxXxxxxxxx
Xxxx Xxxxxxx
