AGREEMENT OF MERGER
OF
XXXXXXX & COMPANY PROFESSIONAL CORPORATION
AND
THE SOMERSET GROUP, INC.
________________
Pursuant to Section 23-1-40-5 of the Indiana Business Corporation Law
______________
This Agreement of Merger, dated January 20 , 1998 ("Merger
Agreement"), is entered into by and between The Somerset Group, Inc., an
Indiana corporation (the "Surviving Corporation"), and Xxxxxxx & Company
Professional Corporation (the "Merging Corporation").
RECITALS
A. Merging Corporation was incorporated in the State of Indiana on
September 25, 1981 and on the date hereof has 387.5 shares of Common Stock
outstanding ("Merging Corporation Shares").
B. Surviving Corporation, Merging Corporation, and all shareholders
of the Merging Corporation (the "Shareholders") have entered into an Agreement
and Plan of Reorganization (the "Agreement and Plan of Reorganization")
providing for certain representations, warranties, covenants and agreements in
connection with the transactions contemplated hereby. The Merger Agreement
and the Agreement and Plan of Reorganization are intended to be construed
together to effectuate their purpose.
C. The Boards of Directors of the Surviving Corporation and the
Merging Corporation deem it advisable and in their mutual best interests and
in the best interests of the shareholders of the Surviving Corporation and
Merging Corporation, respectively, that the Merging Corporation be acquired by
the Surviving Corporation through a merger ("Merger") of Merging Corporation
with and into Surviving Corporation.
D. The Boards of Directors of the Surviving Corporation and Merging
Corporation have approved the Merger, and the shareholders of the Merging
Corporation have unanimously approved the Merger.
EXHIBIT A AGREEMENT
The parties hereto hereby certify and agree as follows:
1. Merging Corporation shall be merged with and into Surviving
Corporation, and Surviving Corporation shall be the surviving corporation.
2. The Merger shall become effective at such time (the "Effective
Time" of the Merger) as this Merger Agreement is filed with the Secretary of
State of the State of Indiana pursuant to Section 23-1-40-5 of the Indiana
Business Corporation Law.
3. At the Effective Time of the Merger, each share of the common
stock of the Merging Corporation ("Merging Corporation Share") issued and
outstanding shall be converted into the right to receive 860.224 shares of
Common Stock of Surviving Corporation ("Surviving Corporation Shares").
4. If as a result of the conversion described in Paragraph 3 above,
the aggregate number of Surviving Corporation Shares to be delivered to any
Shareholder of Merging Corporation shall include any fractional shares of
Surviving Corporation Shares, no such fractional shares shall be issued, but
in lieu thereof the total number of Surviving Corporation Shares to be issued
to such Shareholder shall be rounded to the next highest whole number of
Surviving Corporation Shares.
5. The conversion of Merging Corporation Shares into Surviving
Corporation Shares as provided by this Merger Agreement shall occur
automatically at the Effective Time of the Merger without action by the
holders thereof. Each holder of Merging Corporation Shares shall thereupon be
entitled to receive Surviving Corporation Shares in accordance with Section 3
and Section 4.
6. The Surviving Corporation Shares to be issued upon the exchange of
shares of Merging Corporation Shares in accordance with the terms hereof shall
be deemed to have been issued in full satisfaction of all rights pertaining to
such Merging Corporation Shares, and there shall be no further registration of
transfers on the records of the Surviving Corporation of Merging Corporation
Shares which were outstanding immediately prior to the Effective Time.
7. At the Effective Time of the Merger, the separate existence of
Merging Corporation shall cease, and Surviving Corporation shall succeed,
without other transfer, to all of the rights and properties of Merging
Corporation and shall be subject to all the debts and liabilities thereof in
the same manner as if Surviving Corporation had itself incurred them.
8. This Merger Agreement is intended as a plan of reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended.
9. The Surviving Corporation's Amended Articles of Incorporation in
effect immediately prior to the Effective Time shall be the Amended Articles
of Incorporation of Surviving Corporation after the Merger until thereafter
amended.
10. The Agreement and Plan of Reorganization and the Merger were
approved by holders of all of the outstanding Merging Corporation Shares in
accordance with Indiana Code 23-1-40-3. The approval of Surviving
Corporation's shareholders was not required to approve the Merger pursuant to
Indiana Code 23-1-40-3(g).
11. Subsequent to the Effective Time, the Surviving Corporation shall
not render professional services as defined in Indiana Code 23-1.5-1-11, and
in accordance with Indiana Code 23-1.5-4-1, each shareholder of the Surviving
Corporation and Merging Corporation immediately prior to the Effective Time is
qualified to be a shareholder of the Surviving Corporation after the Effective
Time of the Merger.
12. (a) This Merger Agreement may be signed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one agreement.
(b) This Merger Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
The parties have executed this Merger Agreement as of the date first
written above.
THE SOMERSET GROUP, INC.
S/Xxxxx XxXxxxxx
Xxxxx XxXxxxxx
President and Chief Executive Officer
XXXXXXX & COMPANY PROFESSIONAL CORPORATION
S/Xxxxxxx X. Early
Xxxxxxx X. Early
President
168113/3124-6
