Exhibit 2.1
PLAN OF REORGANIZATION AND MERGER AGREEMENT
This Plan of Reorganization and Merger Agreement (the "Merger Agreement")
is entered into as of the ____ day of _____, 1995, by and among Coast Commercial
Bank (the "Bank"), Coast Merger Corporation (the "Subsidiary"), and Coast
Bancorp (the "Holding Company").
RECITALS AND UNDERTAKINGS
A. The Bank is a California state-chartered bank with its principal
office in the City of Santa Cruz, County of Santa Cruz, State of California.
The Subsidiary and the Holding Company are corporations duly organized and
existing under the laws of the State of California with their principal offices
in the City of Santa Cruz, County of Santa Cruz, State of California.
B. As of the date hereof, the Bank has 3,000,000 shares of common stock
authorized, 2,277,999 shares of common stock issued and outstanding, and no
shares of preferred stock issued and outstanding.
C. As of the date hereof, the Subsidiary has 20,000,000 shares of common
stock and 10,000,000 shares of preferred stock authorized. Immediately prior to
the Effective Date (as such term is defined below), 50 shares of such common
stock will be issued and outstanding, all of which shares will be owned by the
Holding Company.
D. As of the date hereof, the Holding Company has 20,000,000 shares of
common stock and 10,000,000 shares of preferred stock authorized. Immediately
prior to the Effective Date, 100 shares of the Holding Company's common stock
will be issued and outstanding.
E. The Boards of Directors of the Bank, the Holding Company and the
Subsidiary, respectively, have approved this Merger Agreement and authorized its
execution.
AGREEMENT
Section 1. GENERAL
1.1 THE MERGER. On the Effective Date, the Subsidiary shall be merged
with and into the Bank, with the Bank being the surviving corporation. The Bank
shall thereafter be a subsidiary of the Holding Company, and its name shall
continue to be "Coast Commercial Bank".
1.2 EFFECTIVE DATE. The merger described herein shall become effective at
the close of business on the day (the
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"Effective Date") upon which an executed counterpart of this Merger Agreement
shall have been filed with the Secretary of State of the State of California in
accordance with Section 1103 of the California General Corporation Law.
1.3 ARTICLES OF INCORPORATION AND BYLAWS. On the Effective Date, the
Articles of Incorporation of the Bank, as in effect immediately prior to the
Effective Date, shall remain the Articles of Incorporation of the Bank until
amended; the Bylaws of the Bank, as in effect immediately prior to the Effective
Date, shall remain the Bylaws of the Bank until amended; the Certificate of
Authority of the Bank issued by the Superintendent of Banks of the State of
California shall remain the Certificate of Authority of the Bank; and the Bank's
deposit insurance coverage by the Federal Deposit Insurance Corporation shall
remain the deposit insurance of the Bank.
1.4 EFFECT OF THE MERGER.
(a) ASSETS AND RIGHTS. On the Effective Date and thereafter, all
rights, privileges, franchises and property of the Subsidiary and all debts
and liabilities due or to become due to the Subsidiary including those in
action and every interest or asset of conceivable value or benefit, shall
be deemed fully and finally and without any right of reversion vested in
the Bank without further act or deed; and the Bank shall have and hold the
same in its own right as fully as the same was possessed and held by the
Subsidiary.
(b) LIABILITIES. On the Effective Date and thereafter, all debts,
liabilities and obligations due or to become due of, and all claims and
demands for any cause existing against, the Subsidiary shall be and become
the debts, liabilities or obligations of, or the claims or demands against,
the Bank in the same manner as if the Bank had itself incurred or become
liable for them.
(c) CREDITORS' RIGHTS AND LIENS. On the Effective Date and
thereafter, all rights of creditors of the Subsidiary and all liens upon
the property of the Subsidiary shall be preserved unimpaired, and shall be
limited to the property affected by such liens immediately prior to the
Effective Date.
(d) PENDING ACTIONS. On the Effective Date and thereafter, any
action or proceeding pending by or against the Subsidiary shall not be
deemed to have abated or been discontinued, but may be pursued to judgment
with full right to appeal or review. Any such action or proceeding may be
pursued as if the merger described herein had not occurred,
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or with the Bank substituted in place of the Subsidiary as the case may be.
1.6 FURTHER ASSURANCES. The Subsidiary agrees that at any time, or from
time to time, as and when requested by the Bank, or by its successors or
assigns, it will execute and deliver, or cause to be executed and delivered, in
the name by its last acting officers, or by the corresponding officers of the
Bank, all such conveyances, assignments, transfers, deeds and other instruments,
and will take or cause to be taken such further or other action as the Bank, or
its successors or assigns, may deem necessary or desirable in order to carry out
the vesting, perfecting, confirming, assignment, divulsion or other transfer of
the interests, property, privileges, powers, immunities, franchises and other
rights transferred to the Bank in this Section 1, or otherwise to carry out the
intent and purposes of this Merger Agreement.
Section 2. STOCK
2.1 STOCK OF THE SUBSIDIARY. On the Effective Date, each share of common
stock of the Subsidiary issued and outstanding immediately prior to the
Effective Date shall, by virtue of the merger described herein, be deemed to be
exchanged for and converted into one share of fully paid and (except as provided
by California Financial Code Section 662) nonassessable common stock of the
Bank.
2.2 STOCK OF THE HOLDING COMPANY. On the Effective Date, each share of
common stock of the Holding Company issued and outstanding immediately prior to
the Effective Date shall be repurchased by the Holding Company for the amount
paid for such shares upon their original issuance.
2.3 STOCK OF THE BANK. On the Effective Date, each share of common stock
of the Bank issued and outstanding immediately prior to the Effective Date
shall, by virtue of the merger described herein, be deemed to be exchanged for
and converted into one share of fully paid and nonassessable common stock of the
Holding Company, in accordance with the provisions of Paragraph 2.4 hereof.
2.4 EXCHANGE OF STOCK BY THE BANK SHAREHOLDERS. On the Effective Date or
as soon as practical thereafter, the following actions shall be taken to
effectuate the exchange and conversion specified in Paragraph 2.3 hereof:
(a) The shareholders of record of the Bank immediately prior to the
Effective Date shall each be entitled to receive for each share of common
stock of the Bank then held by them one share of common stock of the
Holding Company.
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(b) Subject to the provisions of Paragraph 2.4(c) hereof, the Holding
company shall issue to the shareholders of the Bank the shares of common
stock of the Holding Company which said shareholders are entitled to
receive.
(c) Thereafter, outstanding certificates representing shares of
common stock of the Bank (except certificates issued to the Holding Company
in connection with the merger described herein) shall represent shares of
the common stock of the Holding Company, and such certificates may, but
need not be, exchanged by the holders thereof for new certificates for the
appropriate number of shares of the Holding Company.
2.5 OTHER RIGHTS TO STOCK.
(a) On the Effective Date and thereafter, all Bank employees eligible
to participate in the Bank's KSOP will continue to be eligible to so
participate with the same rights, privileges, and preferences as before the
Effective Date.
(b) From time to time as and when required by the provisions of any
agreement to which the Bank or the Holding Company shall become a party
after the date hereof that provides for the issuance of shares of common
stock or other securities, either debt or equity, of the Bank or the
Holding Company in connection with a merger into the bank of any other
banking institution or the acquisition by the Bank of the assets or stock
of any other banking institution or other corporation, the Holding Company
shall issue in accordance with the terms of any such agreement shares of
its common stock or other debt or equity securities as required by such
agreement or in substitution for the shares of common stock or other debt
or equity securities of the Bank required to be issued by such agreement,
as the case may be, which the shareholders of any other such banking
institution or other corporation shall be entitled to receive by virtue of
any such agreement.
Section 3. APPROVALS
3.1 SHAREHOLDER APPROVAL. This Merger Agreement shall be submitted to
the shareholder(s) of the Holding Company, the Subsidiary and the Bank for
ratification and confirmation to the
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extent required by, and in accordance with, applicable provisions of law.
3.2 REGULATORY APPROVALS. Each of the parties hereto shall proceed
expeditiously and cooperate fully in procuring all other consents and approvals,
and in satisfying all other requirements, prescribed by law or otherwise,
necessary or desirable for the merger described herein to be consummated,
including without limitation the consents and approvals referred to in
Paragraphs 4.1(b), 4.1(c) and 4.1(d) hereof.
Section 4. CONDITIONS PRECEDENT, TERMINATION AND PAYMENT OF EXPENSES
4.1 CONDITIONS PRECEDENT TO THE MERGER. Consummation of the merger
described herein is conditioned upon the following:
(a) Ratification and confirmation of this Merger Agreement by the
shareholders of the Holding Company, the Subsidiary and the Bank in
accordance with applicable provisions of law;
(b) Procuring all other consents and approvals and satisfying all
other requirements, prescribed by law or otherwise, which are necessary for
the merger described herein to be consummated, including without
limitation: (i) approval from the Federal Deposit Insurance Corporation,
the Superintendent of Banks of the State of California, and the Board of
Governors of the Federal Reserve System; (ii) approval of the California
Commissioner of Corporations under the California Corporate Securities Law
of 1968, and securities administrators of other applicable jurisdictions,
with respect to the securities of the Holding Company issuable upon
consummation of the merger, and (iii) the declaration by the Securities and
Exchange Commission of the effectiveness of a registration statement under
the Securities Act of 1933 with respect to the securities for the Holding
Company issuable upon consummation of the merger or the automatic
effectiveness for such registration statement;
(c) Receipt (unless waived by each of the parties hereto) of an
opinion of counsel and/or accountants with respect to the tax consequences
to the parties and their shareholders of the merger described herein;
(d) Procuring all consents or approvals, governmental or otherwise,
which in the opinion of counsel for the Bank are or may be necessary to
permit or to enable the Bank to conduct, upon and after the merger
described herein, all or any part of the businesses and other activities
that the
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Bank engages in immediately prior to such merger, in the same manner and to
the same extent that the Bank engaged in such businesses and other
activities immediately prior to such merger; and
(e) Performance by each of the parties hereto of all obligations
under this Merger Agreement which are to be performed prior to the
consummation of the merger described herein.
4.2 TERMINATION OF THE MERGER. In the event that any condition specified in
Paragraph 4.1 hereof cannot be fulfilled, or prior to the Effective Date the
Board of Directors of any of the parties hereto reaches any of the following
determinations:
(a) The number of shares of common stock of the Bank voting against
the merger described herein makes consummation of such inadvisable; or
(b) Any action, suit, proceeding or claim relating to the merger
described herein, whether initiated or threatened, makes consummation of
such merger inadvisable; or
(c) Consummation of the merger described herein is inadvisable for
any other reason;
then this Merger Agreement shall terminate. Upon termination, this Merger
Agreement shall be void and of no further effect, and there shall be no
liability by reason of this Merger Agreement or the termination hereof on the
part of any of the parties hereto or their respective directors, officers,
employees, agents or shareholders.
4.3 EXPENSES OF THE MERGER. All of the expenses of the merger described
herein, including without limitation filing fees, printing costs, mailing costs,
accountant's fees and legal fees, shall be borne by the Holding Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Merger Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
The Bank: COAST COMMERCIAL BANK
By:
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Harvey J. Nickelson
By:
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Sandra Anderson, Secretary
Subsidiary: Coast MERGER CORPORATION
By:
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Harvey J. Nickelson
By:
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Sandra Anderson, Secretary
Holding Company Coast BANCORP
By:
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Harvey Nickelson
By:
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Sandra Anderson, Secretary
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