1.01 The Company Merger 1 1.02 Reservation of Right to Revise Structure 2 1.03 Effective Time 2 Article II The Subsidiary Merger 3 2.01 The Subsidiary Merger 3 2.02 Effective Time 3 Article III Consideration 4 3.01 Consideration 5 3.02 Rights as...Agreement and Plan of Reorganization • December 30th, 2004 • City Holding Co • National commercial banks • Kentucky
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is dated as of December 29, 2004, by and among Classic Bancshares, Inc., a Delaware corporation with its headquarters in Ashland, Kentucky (“CBI”), Classic Bank, a Kentucky commercial bank based in Ashland, Kentucky (“Classic”), City Holding Company, a West Virginia corporation with its principal place of business in Charleston, West Virginia (“CHC”), and City National Bank of West Virginia, a national banking association based in Charleston, West Virginia (“City National”). W I T N E S S E T H: A. Each of the parties desire to effect a merger of CBI with and into CHC, with CHC being the surviving entity in the merger (the “Company Merger”). B. CBI owns all of the issued and outstanding shares of capital stock of Classic. CHC owns all of the issued and outstanding shares of capital stock of City National. In addition to the Company Merger, the parties desire to effect a merger of Classic wi
AGREEMENT AND PLAN OF MERGER FOR SUBSIDIARY MERGERAgreement and Plan of Merger for Subsidiary Merger • December 30th, 2004 • City Holding Co • National commercial banks
This AGREEMENT AND PLAN OF MERGER FOR SUBSIDIARY MERGER (this “Agreement”) dated as of December 29, 2004, by and between City National Bank of West Virginia (“City National”), a national banking association and wholly-owned subsidiary of City Holding Company, a West Virginia corporation (“CHC”), and Classic Bank (“Classic”), a Kentucky commercial bank and wholly-owned subsidiary of Classic Bancshares, Inc., a Delaware corporation (“CBI”),
