AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
Exhibit
2.1
AMENDMENT
TO AGREEMENT AND PLAN OF REORGANIZATION
THIS
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”), dated
as of December 6, 2007, is made and entered into by and among SUMMIT FINANCIAL
GROUP, INC., a West Virginia corporation (“Summit”), GREATER ATLANTIC
FINANCIAL CORP., a Delaware corporation (“Greater Atlantic”) and SFG II, INC., a
West Virginia corporation (“SFG”).
WHEREAS,
Summit and Greater Atlantic entered into an Agreement and Plan of Reorganization
dated as of April 12, 2007 (the “Agreement”); and
WHEREAS,
SFG became a party to the Agreement by executing that certain Supplement for
Merger Sub Accession to Merger Agreement dated October 22, 2007;
and
WHEREAS,
pursuant to the terms of the Agreement Greater Atlantic will be merged into
SFG
with SFG surviving the merger (the “Merger”); and
WHEREAS,
the Agreement provides that the Board of Directors of Greater Atlantic or Summit
may terminate the Agreement in the event the Merger is not consummated by
December 31, 2007; and
WHEREAS,
pursuant to Section 10.02 of the Agreement, Summit, Greater Atlantic and SFG
have agreed to amend Section 9.01(c) of the Agreement to extend the date on
which the Agreement may be terminated if the Merger is not consummated to March
31, 2008.
NOW
THEREFORE, for valid consideration, the parties hereto agree as
follows:
1. Amendment
to the Agreement. Effective as of the date of this Amendment,
Section 9.01(c) of the Agreement is amended to read as follows:
“(c) Delay. At
any time prior to the Effective Time, by Summit or GFAC, if its Board of
Directors so determines by vote of a majority of the members of its entire
Board, in the event that the Acquisition is not consummated by March 31, 2008,
except to the extent that the failure of the Acquisition then to be consummated
arises out of or results from the knowing action or inaction of the party
seeking to terminate pursuant to this Section 9.01(c).”
2. Enforceable
Documents. Except as modified herein, all terms and conditions of
the Agreement, and any and all other documents executed or delivered by or
on
behalf of Summit, Greater Atlantic or SFG in connection with the Agreement,
as
the same may be supplemented, modified, amended or extended from time to time,
are and shall remain in full force and effect.
3. Counterparts. This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, any party hereto may
execute this Amendment by signing any such counterpart.
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Amendment as of the date first written above.
SUMMIT
FINANCIAL GROUP, INC.
By: /s/
H. Xxxxxxx Xxxxx, III
Name: H.
Xxxxxxx Xxxxx, III
Title: President
and Chief Executive Officer
GREATER
ATLANTIC FINANCIAL CORP.
By:
/s/ Xxxxxxx X.
Amos____
Name: Xxxxxxx
X. Xxxx
Title: President
and Chief Executive Officer
SFG
II,
INC.
By:
/s/ H. Xxxxxxx Xxxxx,
III
Name: H.
Xxxxxxx Xxxxx, III
Title: President
