AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST MID-ILLINOIS BANCSHARES, INC. ANDAgreement and Plan of Merger • April 26th, 2016 • First Mid Illinois Bancshares Inc • State commercial banks • Illinois
TABLE OF CONTENTS ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Effective Time 1 1.3 Effects of the Merger 1 1.4 Merger Consideration; Conversion of Shares 2 1.5 Cancellation of Treasury Shares 3 1.6 Exchange of Certificates 3 1.7 No Fractional Shares 4 1.8 Dissenting Shares 5 1.9 Election Procedures 5 1.10 Proration and Redesignation Procedures 6 1.11 Closing 7 ARTICLE II REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY 7 2.1 Organization 7 2.2 Organizational Documents; Minutes and Stock Records 8 2.3 Capitalization 8 2.4 Authorization; No Violation 9 2.5 Consents and Approvals 9 2.6 Financial Statements; Company SEC Documents 10 2.7 No Undisclosed Liabilities 11 2.8 Loans; Loan Loss Reserves 11 2.9 Properties and Assets 12 2.10 Material Contracts 12 2.11 No Defaults 14 2.12 Transactions with Affiliates 14 2.13 Investments 14 2.14 Compliance with Laws; Legal Proceedings 14 2.
