MERGER AGREEMENT
THIS MERGER AGREEMENT (this "Agreement") is made and entered into on
the 28th day of May, 1999, by and between UCFC Merger Corp., an Ohio corporation
("Merger Corp."), and a wholly-owned subsidiary of United Community Financial
Corp., an Ohio corporation ("UCFC"), and Xxxxxx Xxxx Corp. ("BWC"), an Ohio
corporation;
WITNESSETH:
WHEREAS, UCFC and BWC are parties to an Agreement and Plan of Merger
dated April 15, 1999 (the "Plan of Merger"), pursuant to which BWC will merge
with Merger Corp.;
WHEREAS, the authorized capital of Merger Corp. consists of 850 common
shares, each without par value, all of which are issued and outstanding and are
owned of record by UCFC;
WHEREAS, the authorized capital of BWC consists of 200,000 common
shares, each without par value, 88,970 of which are issued and outstanding and
owned of record by 44 shareholders; and
WHEREAS, the Boards of Directors of Merger Corp. and BWC believe that
the merger of BWC with Merger Corp. is in the best interest of BWC and Merger
Corp.;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, BWC and Merger Corp., each
intending to be legally bound, hereby agree that the terms of the merger shall
be as follows:
ARTICLE ONE
SECTION 1.01. At the Effective Time (hereinafter defined), BWC shall
merge with Merger Corp. (the "Merger") and BWC shall be the continuing,
surviving and resulting company in the Merger, shall continue to exist as an
Ohio corporation and shall be the only one of Merger Corp. and BWC to continue
its separate corporate existence at and after the Effective Time. As used in
this Agreement, the term "Surviving Corporation" refers to BWC at and after the
Effective Time. The name of the Surviving Corporation shall be "Xxxxxx Xxxx
Corp." Notwithstanding the foregoing, the structure of the Merger may be
changed in accordance with Section 2.01(b) of the Plan of Merger.
SECTION 1.02. Except as provided in Sections 1.03 and 1.04 of this
Article, each common share of BWC issued and outstanding prior to the Merger
shall, by virtue of the Merger and without any action on the part of the parties
hereto, be converted at the Effective Time into the right to receive a number of
UCFC common shares, each
without par value, which is the quotient of 1,700,000 divided by the number
of BWC common shares issued and outstanding immediately prior to the
Effective Time, subject to adjustment pursuant to Section 2.07 of the Plan of
Merger and to the proviso to Section 2.02(a) of the Plan of Merger (the
"Exchange Ratio"). Notwithstanding any other provision herein, the Exchange
Ratio will be rounded to the nearest hundredth.
SECTION 1.03. Any common shares of BWC held in the treasury of BWC
immediately prior to the Effective Time shall be retired, canceled and
extinguished. Each common share of Merger Corp. issued and outstanding
immediately prior to the Effective Time shall be converted into one common
share of the Surviving Corporation.
SECTION 1.04. Promptly after the Effective Time, BWC common shares
held by holders who did not vote in favor of the Merger and who otherwise are
entitled to and do perfect their dissenters' rights under Ohio law, shall not be
converted into the right to receive the Exchange Ratio in accordance with
Section 1.02 of this Article, but such BWC common shares shall represent only
the right to receive the "fair cash value" of such dissenting shares as provided
under Ohio law. If a dissenting shareholder shall have failed to perfect or
shall have effectively withdrawn or lost such dissenters' rights, such BWC
common shares shall thereupon be deemed to have been converted into the right to
receive the Exchange Ratio in accordance with Section 1.02 of this Article as of
the Effective Time without any interest thereon.
ARTICLE TWO
SECTION 2.01. Notwithstanding any other provision of this Agreement,
the obligation of Merger Corp. and BWC to effect the Merger shall be subject to:
(i) the satisfaction at or before the Effective Time of each of the conditions
set forth in Article Seven of the Plan of Merger; and (ii) the approval of this
Agreement by UCFC as the sole shareholder of Merger Corp. at a meeting of
shareholders duly called and held (or by consent in lieu thereof).
SECTION 2.02. Notwithstanding anything to the contrary in this
Agreement and notwithstanding the adoption of the Plan of Merger by the
shareholders of BWC and Merger Corp., this Agreement may be terminated and the
Merger abandoned as provided in the Plan of Merger.
ARTICLE THREE
SECTION 3.01. A Certificate of Merger evidencing the transactions
contemplated herein shall be delivered for filing to the Secretary of State of
Ohio in accordance with the Plan of Merger. The Merger shall be effective at
the time and on the date specified in such Certificate Of Merger (the "Effective
Time").
SECTION 3.02. In the event of the termination of the Plan of Merger
in accordance with Article Eight thereof, this Agreement shall terminate and
shall thereafter be of no further force or effect.
ARTICLE FOUR
SECTION 4.01. This Agreement may be executed in two or more
counterparts which shall be deemed to constitute a single Agreement.
SECTION 4.02. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, Merger Corp. and BWC have caused this Agreement to
be signed by their duly authorized officers on the date first above written.
ATTEST: UCFC Merger Corp.
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. XxXxx
----------------------- ------------------------
Xxxxxx X. Xxxxxx Xxxxxxx X. XxXxx
Secretary President
ATTEST: XXXXXX XXXX CORP.
/s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
----------------------- ------------------------
Xxxxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxxxx
Secretary President
