November 4, 2014Sterling Bancorp • November 7th, 2014 • National commercial banks
As a holder of common stock, par value $0.01 per share (the “Sterling Common Stock”), of Sterling Bancorp, a Delaware corporation (“Sterling”), the undersigned (the “Shareholder”) understands that Hudson Valley Holding Corp., a New York corporation (“Hudson Valley”), and Sterling propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, the merger of Hudson Valley with and into Sterling (the “Merger”), in which each of the issued and outstanding shares of common stock, par value $0.20 per share, of Hudson Valley (the “Hudson Valley Common Stock”) (except for shares of Hudson Valley Common Stock owned by Hudson Valley as treasury stock or owned by Hudson Valley or Sterling, in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) shall be converted into the right to receive the Merger Consideration. Terms used witho
AGREEMENT AND PLAN OF MERGER by and between HUDSON VALLEY HOLDING CORP. and STERLING BANCORPAgreement and Plan of Merger • November 7th, 2014 • Sterling Bancorp • National commercial banks • New York
AGREEMENT AND PLAN OF MERGER, dated as of November 4, 2014 (this “Agreement”), by and between Hudson Valley Holding Corp., a New York corporation (“Hudson Valley”), and Sterling Bancorp, a Delaware corporation (“Sterling”).
