EXHIBIT 2.2
List of Items in the Community Disclosure Schedule and Parent Disclosure Schedule
to the Agreement and Plan of Reorganization and Merger, dated January 26, 2018,
by and among CVB Financial Corp., Citizens Business Bank, and Community Bank
Community Disclosure Schedule
Section 1.01: Knowledge
Section 4.01(c): Corporate Organization – Subsidiaries
Section 4.02(a): Capitalization – Community RSUs
Section 4.02(b): Capitalization – Compensation Plans and Awards
Section 4.02(c): Capitalization – Subsidiary Equity
Section 4.03(b): Authority; No Violation – Loss of Material Benefit
Section 4.04: Consent and Approvals
Section 4.05(a): Reports
Section 4.06(c): Liabilities
Section 4.06(e): Financial Statements – Off-Balance Sheet Arrangements
Section 4.08(a): Absence of Changes
Section 4.08(c): Absence of Changes – Purchase or Other Acquisition of Equity Securities
Section 4.09(a): Compliance with Applicable Law – Licenses, Franchises, Permits and Authorizations
Section 4.09(b): Compliance with Applicable Law – No Default or Violation
Section 4.09(c): Compliance with Applicable Law – Knowledge or Written Notice from Governmental Authority
Section 4.09(d): Compliance with Applicable Law – UDAAPs
Section 4.09(e): Compliance with Applicable Law – Bank Secrecy Act / Anti-Money Laundering
Section 4.09(f): Compliance with Applicable Law – Privacy
Section 4.09(j): Compliance with Applicable Law – MRB
Section 4.09(k): Compliance with Applicable Law – Regulatory Agreement
Section 4.09(m): Compliance with Applicable Law – CRA Compliance
Section 4.11(a): Employee Benefit Plans
Section 4.11(h): Employee Benefit Plans – Benefits to Former Employees
Section 4.11(i): Employee Benefit Plans – Claims, Corrections and Audits
Section 4.11(k): Employee Benefit Plans – Payments or Benefits
Section 4.12: Approvals
Section 4.15(a): Legal Proceedings
Section 4.16(a): Material Contracts
Section 4.16(b): Material Contracts – Breach, Violation or Default
Section 4.16(c): Material Contracts – Consents or Waivers and Notices
Section 4.20(a): Intellectual Property; IT Systems; Privacy – Intellectual Property
Section 4.20(d): Intellectual Property; IT Systems; Privacy – IT Systems
Section 4.20(e): Intellectual Property; IT Systems; Privacy – Data Backup and Recovery
Section 4.21(a): Properties – Owned and Leased
Section 4.21(b): Properties – ADA and OSHA Compliance
Section 4.21(d): Properties – Material Default or Excused Performance
Section 4.21(f): Properties – Title Commitments and Policies, Environmental Reports, Zoning Reports, and Licenses and Permits
Section 4.22: Insurance
Section 4.23(b): Accounting and Internal Controls
Section 4.24: Derivatives
Section 4.25(b): Brokered Deposits
Section 4.26(c): Loan Matters – Loan Participations
Section 4.26(d): Loan Matters – Classified Loans
Section 4.26(f): Loan Matters – Regulation O Loans
Section 4.26(g): Loan Matters – Reduction in Loan Purchase Commitment
Section 4.27: Investment Securities
Section 4.28: Related Party Transactions
Section 4.29: Operating Losses
Section 4.30(a): Employee and Labor Matters – Employees
Section 4.30(d): Employee and Labor Matters – Lawsuits and Proceedings
Section 4.30(e): Employee and Labor Matters – Intent to Terminate Employment
Section 4.32: Credit Card Operations
Section 6.01(a): Interim Operations – Capitalization
Section 6.01(b): Interim Operations – Dividend
Section 6.01(c): Interim Operations – Material Contracts
Section 6.01(d): Interim Operations – Discontinuation of Business
Section 6.01(g): Interim Operations – Employee Matters
Section 6.01(l): Interim Operations – Settlement
Section 6.01(u): Interim Operations – Deposits
Section 6.01(v): Interim Operations – Branches
Section 6.01(w): Interim Operations – Capital Expenditures
Section 6.01(hh): Interim Operations – Charitable Contributions
Section 6.13(a): Indemnification; Director’s and Officer’s Insurance
Section 6.16(d): Third-Party Agreements
Section 6.19: Board Member Appointment
Parent Disclosure Schedule
Section 1.01(a): Approved Transaction Costs
Section 1.01(b): Knowledge.
Section 5.09: Compliance with Applicable Law.
Section 5.13: Approvals.
Section 5.15: Legal Proceedings.
Section 5.17: Related Party Transactions.
Section 7.03(e)(iii)(3): Retention Pool Amount
Section 7.03(j): Agreements of Directors and Certain Officers and Employees.