SBKC » Topics » Preamble

This excerpt taken from the SBKC 8-K filed Apr 11, 2007.

Preamble

The respective Boards of Directors of First Commerce and SBKC are of the opinion that the transactions described herein are in the best interests of the Parties to this Agreement and their respective shareholders. This Agreement provides for the merger of First Commerce with and into SBKC, with SBKC being the surviving corporation of the merger. As a result, the shareholders of First Commerce shall become shareholders of SBKC.

Certain terms used in this Agreement are defined in Section 11.1 of this Agreement.

Concurrently with the execution and delivery of this Agreement, as a condition and inducement to SBKC’s willingness to enter into this Agreement, certain of the directors and executive officers of First Commerce Common Stock have executed and delivered to SKBC an agreement in substantially the form of Exhibit A (the “Affiliate and Support Agreement”), pursuant to which they have agreed, among other things, subject to the terms of such Affiliate and Support Agreement, to vote the shares of First Commerce Common Stock held of record by such Persons or as to which they otherwise have sole voting power to approve and adopt this Agreement.

NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, the Parties agree as follows:

This excerpt taken from the SBKC 8-K filed Apr 20, 2006.

Preamble

The respective Boards of Directors of Homestead, SBKC and, once it is formed, Merger Sub are of the opinion that the transactions described herein are in the best interests of the Parties to this Agreement and their respective shareholders. This Agreement provides for the merger of Homestead with and into Merger Sub, with Merger Sub being the surviving bank of the merger. As a result, except with respect to the Fuqua Shares and the Dissenting Shares, the shareholders of Homestead shall become shareholders of SBKC.

Certain terms used in this Agreement are defined in Section 11.1 of this Agreement.

NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the parties agree as follows:

This excerpt taken from the SBKC 8-K filed Nov 28, 2005.

Preamble

 

The respective Boards of Directors of Neighbors and SBKC are of the opinion that the transactions described herein are in the best interests of the parties to this Agreement and their respective shareholders. This Agreement provides for the merger of Neighbors with and into SBKC, with SBKC being the surviving corporation of the merger.

 

Certain terms used in this Agreement are defined in Section 11.1 of this Agreement.

 

NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the parties agree as follows:

 

This excerpt taken from the SBKC 8-K filed Jan 21, 2005.

Preamble

 

The respective Boards of Directors of SouthBank and SBKC are of the opinion that the transactions described herein are in the best interests of the parties to this Agreement and their respective shareholders. This Agreement provides for the merger of SouthBank with and into a wholly-owned interim state Bank subsidiary of SBKC (the “SBKC Merger Subsidiary”), with the SBKC Merger Subsidiary being the surviving Bank of the merger

 

Certain terms used in this Agreement are defined in Section 11.1 of this Agreement.

 

NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the parties agree as follows:

 

ARTICLE 1

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