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EXHIBIT 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First
Amendment") dated as of October 8, 1997 by and among AMERICAN BANCSHARES, INC.
("ABI"), a Florida corporation having its principal office located in Bradenton,
Florida, AMERICAN BANK OF BRADENTON ("American Bank"), a Florida state chartered
bank, and XXXXXXX FLORIDA BANK ("Murdock"), a Florida state chartered bank
having its principal office located in Murdock, Florida.
PREAMBLE
The parties hereto entered into an Agreement and Plan of Merger, dated
as of September 23, 1997 ("Merger Agreement"), whereby ABI, American Bank, and
Xxxxxxx agreed to the merger of Xxxxxxx with and into American Bank. The parties
now desire to amend the Merger Agreement on the terms and conditions set forth
herein for the purpose of making certain corrective revisions.
NOW, THEREFORE, in consideration of the above and the mutual
representations, warranties, covenants, and agreements herein contained, the
parties hereby agree as follows:
1. AMENDMENTS TO THE MERGER AGREEMENT.
(A) CONVERSION OF XXXXXXX COMMON STOCK - ADJUSTMENT OF
EXCHANGE RATIO. Section 3.1(b) of the Merger Agreement is hereby
amended by deleting Section 3.1(b) in its entirety and by insertion, in
lieu thereof, of the following:
(b) If the Designated Price of ABI Common Shares is
less than $11.00 and the Closing Equity is at least
$5,000,000, then the Exchange Ratio shall be increased to
2.65. If the Designated Price shall be less than $10.00, then
ABI and Xxxxxxx shall in good faith attempt to negotiate a
mutually acceptable Merger Consideration for the Xxxxxxx
Common Stock; provided, however, that if a mutually agreed
upon Merger Consideration is not negotiated within four days
following the Determination Date, then Xxxxxxx may terminate
this Agreement pursuant to Section 10.1(i) of this Agreement.
If the Closing Equity shall be less than $5,000,000, then the
Exchange Ratio shall be adjusted as follows: (i) if the
Designated Price is $11.00 or more, then the Exchange Ratio
shall be decreased to equal the quotient, rounded to the third
decimal point, of (A) the quotient of [Closing Equity
multiplied by 2.25, divided by 385,015] divided by (B) 12.169,
or (ii) if the Designated Price is less than $11.00, then the
Exchange Ratio shall be adjusted to equal the quotient,
rounded to the third decimal point, of (A) the quotient of
[Closing Equity multiplied by 2.25, divided by 385,015]
divided by (B) 11.00. If the Closing Equity shall be less than
$4,875,000, then ABI and Xxxxxxx shall in good faith attempt
to negotiate a mutually acceptable Merger Consideration for
the Xxxxxxx Common Stock; provided, however, that if a
mutually agreed upon Merger Consideration is not negotiated
within four days following the determination of Closing
Equity, then ABI may terminate the Agreement pursuant to
Section 10.1(j) of this Agreement.
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(B) REVISED DEFINITIONS. The definition of Xxxxxxx Common
Stock set forth in Section 11.1(a) of the Merger Agreement is hereby
amended by deleting the definition of Xxxxxxx Common Stock set forth in
Section 11.1(a) in its entirety and by insertion, in lieu thereof, of
the following:
"Xxxxxxx Common Stock" shall mean the $10.00 par
value common stock of Xxxxxxx.
2. DEFINED TERMS. All terms which are capitalized but are not otherwise
defined herein shall have the meanings ascribed to them in the Merger Agreement.
3. INCONSISTENT PROVISIONS. All provisions of the Merger Agreement
which have not been amended by this First Amendment shall remain in full force
and effect. Notwithstanding the foregoing to the contrary, to the extent that
there is any inconsistency between the provisions of the Merger Agreement and
the provisions of this First Amendment, the provisions of this First Amendment
shall control and be binding.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by their respective officers thereunto duly authorized,
all as of the date first written above.
AMERICAN BANCSHARES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
AMERICAN BANK OF BRADENTON
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
XXXXXXX FLORIDA BANK
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
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