EXHIBIT 2.1
AGREEMENT AND PLAN OF SHARE EXCHANGE
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("Agreement")
by and between
COMMUNITY FIRST, INC.
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("Company")
and
COMMUNITY FIRST BANK & TRUST
("Bank")
April 16, 2002
AGREEMENT AND PLAN OF SHARE EXCHANGE
THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the "Agreement") is executed
and delivered as of April 16, 2002, by and between COMMUNITY FIRST, INC., a
Tennessee corporation and bank holding company ("Company"), and COMMUNITY FIRST
BANK & TRUST, a Tennessee-chartered banking corporation ("Bank"), for the
purpose of effecting a statutory share exchange to facilitate the formation of a
one-bank holding company that will own all of the issued and outstanding shares
of Bank.
IN CONSIDERATION of the premises contained herein, the receipt and
legal sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
ARTICLE I
EXCHANGE OF THE SHARES
1.01 The Share Exchange
(a) Generally. Subject to the terms and conditions herein
set forth, at the Effective Time and in accordance with the Tennessee Business
Corporation Act (the "Act"), each shareholder of record as of the Effective Time
("Bank Shareholder") of Community First Bank & Trust common stock, par value ten
dollars ($10.00) per share, ("Bank Stock") will receive one (1) share of
Community First, Inc. common stock, par value ten dollars ($10.00) per share,
("Company Stock") for each one (1) share of Bank Stock such Bank Shareholder
owns on the record date (the "Exchanged Shares" or the "Share Exchange" as the
context requires). On the Closing Date, Company and Bank shall execute and file
with the Secretary of State of Tennessee Articles of Share Exchange in the form
of Exhibit A (the "Articles of Share Exchange"). The "Effective Time" of the
Share Exchange shall be at the time and on the date the Articles of Share
Exchange are accepted for filing by the Secretary of State of Tennessee.
(b) Exchange and Conversion of Shares. Subject to the
provisions of this Article I, at the Effective Time, by virtue of the Share
Exchange and without any action on the part of Bank or Company, or the
shareholders of either of the foregoing, the Exchanged Shares shall be exchanged
and converted as follows:
(i) Each share of Bank Stock issued and
outstanding at the Effective Time shall be deemed exchanged for and converted
into one (1) share of Company Stock.
(ii) After the Effective Time the Company shall
be the sole shareholder of the Bank and no Bank Shareholder shall have any
rights arising out of or relating to Bank Stock except that such Bank
Shareholder shall thereafter be deemed to be a shareholder of the Company with
the same number of shares of Company Stock as such Bank Shareholder owned of
Bank Stock immediately prior to the Effective Time. Each Bank Shareholder shall
be entitled to
receive a certificate or certificates evidencing his or her stock in the Company
upon such Bank Shareholder's delivery to the Company of the certificate(s)
evidencing such Bank Shareholder's Bank Stock together with a Letter of
Transmittal as contemplated by Section 1.02 hereof; provided, however, that the
failure of any Bank Shareholder to deliver to the Company such certificates
and/or Letter of Transmittal and/or the failure of the Company to issue to the
Bank Shareholder the certificates evidencing the Company Stock shall not affect
in any way the effectiveness of the Share Exchange or the results thereof as
described above.
(c) Tax-Free Reorganization. Company and Bank intend that
the Share Exchange constitute a "reorganization" within the meaning of the
Internal Revenue Code of 1986, as amended ("IRC"), section 368(a)(1)(B), and
that this Share Exchange constitute a plan of reorganization thereunder. Neither
Company nor Bank shall take any position inconsistent with such intentions.
(d) Amendment. This Article I may be modified or amended
in any manner at any time and from time to time prior to the Effective Time by
the boards of directors of Company and Bank without any action by the
shareholders of Company or Bank; provided, however, that no modification or
amendment may be made that alters or changes any term or condition of this
Agreement that would result in an adverse effect on the holders of any class or
series of shares of the corporations party hereto, without the approval of such
holders.
1.02 Deliveries. At the Closing, or as soon as practicable
thereafter, Company shall deliver to Bank Shareholders a certificate or
certificates representing the number of shares of Company Stock to which such
Bank Shareholder is deemed to own pursuant to Section 1.01(b) of this Agreement
upon submission of certificate(s) representing such Bank Shareholder's Bank
Stock, with a properly completed and executed Letter of Transmittal in the form
attached hereto as Exhibit B.
1.03 Continuation to do Business. Between the date hereof and the
Closing Date and the Effective Time, the Bank shall continue to operate its
business in the ordinary course.
ARTICLE II
MUTUAL REPRESENTATIONS AND
WARRANTIES BY COMPANY AND BANK
Company and Bank hereby represent, warrant, agree with, and to each
other as follows as of the date of this Agreement and as of the Closing Date,
with full knowledge that such representations and warranties being true at those
times are a material consideration and inducement to the execution of this
Agreement by Company and Bank and the consummation of the transactions
contemplated hereunder:
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2.01 Due Organization. Company and Bank are Tennessee corporations
duly organized, validly existing and in good standing under the corporate and/or
banking laws of the State of Tennessee and each has all requisite power and
authority to carry on and conduct its respective business as it is now being
conducted.
2.02 Power and Authority. Company and Bank each have full corporate
power and authority to execute, deliver and perform this Agreement, subject to
any required Statutory or Regulatory Approvals. The execution, delivery and
performance of this Agreement by Company has been duly authorized by its board
of directors, shareholder action not being required under applicable law because
the Company does not have shareholders at this time and will not have
shareholders as of the Closing Date or the Effective Time, and no other
corporate action on the part of Company is necessary to approve the execution,
delivery and performance of this Agreement. The execution, delivery, and
performance of this Agreement by Bank has been duly authorized by its board of
directors, shareholder approval not being required under applicable law and no
other corporate action on the part of the Bank is necessary to approve the
exception, delivery, and performance of this Agreement.
2.03 Non-contravention. The execution, delivery and performance of
this Agreement by Company and Bank and the consummation of the transactions
contemplated hereby will not:
(a) Violate or conflict with any provision of the
charters of incorporation or bylaws of Company or Bank;
(b) Breach, violate or constitute an event of default (or
an event which with the lapse of time or the giving of notice or both would
constitute an event of default) under, or give rise to any right of termination,
cancellation, modification or acceleration under, any note, bond, indenture,
mortgage, security agreement, lease, franchise or any other material agreement,
instrument or obligation to which Bank or Company is a party, or by which Bank
or Company or any of their respective properties or assets are bound, or result
in the creation of any lien, claim or encumbrance or other right of any third
party of any kind whatsoever upon the properties or assets of Bank or Company
pursuant to the terms of any such instrument or obligation, which breach,
violation, or event of default would result in a materially adverse effect on
Bank or Company;
(c) Violate or conflict with any law, statute, ordinance,
code, rule, regulation, judgment, order, writ, injunction, decree or other
decision of any federal, state, city, county, parish or foreign court or
governmental or regulatory body, agency or authority ("Governmental Authority")
applicable to Bank or Company or by which any of their respective properties or
assets may be bound ("Applicable Law"), where such violations or conflicts,
individually or in the aggregate, may reasonably be expected to result in
material losses to Bank or Company; or
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(d) Require, on the part of Bank or Company, any filing
or registration with, or permit, license, exemption, consent, authorization or
approval of, or the giving of any notice to any Governmental Authority, except
for (1) notice or application to the Tennessee Department of Financial
Institutions, the Federal Reserve Board and/or the Federal Deposit Insurance
Corporation; and (2) the filing of the Articles of Share Exchange with the
Secretary of State of Tennessee and any other required state filings (the
foregoing being referred to as the "Required Statutory Approvals").
2.04 Authorized and Issued Stock of the Bank and the Company. The
Company has as of the date hereof and will continue to have immediately after
the Effective Time, one class of authorized stock consisting of one million five
hundred thousand (1,500,000) shares of common stock, par value ten dollars
($10.00) per share. As of the date hereof, the Bank has and, immediately prior
to the Effective Time the Bank will continue to have, one class of authorized
stock consisting of one million five hundred (1,500,000) shares of common stock,
par value ten dollars ($10.00) per share. As of the date hereof, there are no
issued and outstanding shares of Company Stock. Immediately after the Effective
Time, there will be five hundred seventy-two thousand seven hundred fifty three
(572,753) shares of Company Stock issued and outstanding which will equal the
number of shares of Bank Stock issued and outstanding immediately prior to the
Effective Time. The shares of Company Stock issued and outstanding immediately
after the Effective Time shall have identical designations, preferences,
limitations, and relative rights and voting power and rights to participate in
distributions on dissolution as the shares of Bank Stock issued and outstanding
immediately prior to the Effective Time. Because the Share Exchange contemplates
a one-for-one exchange of the Company Stock for Bank Stock, the Bank
Shareholders will hold immediately after the Effective Time the same number of
shares of Company Stock with identical designations, preferences, limitations,
and relative rights with the same voting power and rights to participate in
distributions on dissolution as they held of Bank Stock immediately prior to the
Effective Time.
2.05 Charter, Bylaws and Directors. The Charter and Bylaws of each
of the Company and the Bank are the same in all material respects. The directors
of the Company and the Bank are the same.
2.06 Limited Assets of the Company. The Company has as of the date
hereof and will have as of the Closing Date no significant assets. After the
Effective Time, the Company will have no significant assets other than the stock
of the Bank.
2.07 Interests Before and After Effective Time. The Bank
Shareholders will have immediately after the Effective Time, the same
proportional share interest in the Company as they held in the Bank immediately
prior to the Effective Time. The rights and interests of the Bank Shareholders
in the Company immediately after the Effective Time will be substantially the
same as their interests in the Bank immediately prior to the Effective Time.
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2.08 Assets and Liabilities. The Company will have after the
Effective Time substantially the same assets and liabilities, on a consolidated
basis, as the Bank had prior to the Effective Time.
2.09 Number and Identity of Bank Shareholders. As of the date
hereof, there are 1,756 Bank Shareholders. The stock ledger and other
shareholder records previously provided by the Bank to the Company are accurate
and complete.
ARTICLE III
THE CLOSING
3.01 Time, Date and Place of Closing; Articles of Share Exchange. A
closing (the "Closing") shall be held as described herein on the date described
herein (the "Closing Date"). The deliveries contemplated by this Agreement to be
made at the Closing shall be made at the offices of the Bank, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 11:00 a.m., local time, on
April 16, 2002, or, if later, one business day after all the conditions to
Closing have been satisfied or such other date and location as may be mutually
agreeable, and immediately thereafter the Articles of Share Exchange to be
executed and delivered shall be filed with the Secretary of State of Tennessee.
3.02 Events Comprising the Closing. The Closing shall not be deemed
to have occurred unless and until the deliveries and filings contemplated by
Section 3.01 have been made, and none of these items shall have been deemed to
be delivered or filed unless and until all of them have been delivered or filed.
3.03 Conditions to Obligations of Company. The obligations of
Company to make the deliveries under this Article III are subject to the
fulfillment prior to or at the Closing Date of each of the following conditions,
any one or more of which may be waived by Bank:
(a) Representations and Warranties. The representations
and warranties of Bank contained in Article II hereof shall be true as of the
date when made and again as of the Closing Date as if made on such date (except
for changes permitted or contemplated by this Agreement and disregarding any
time, materiality or knowledge qualifiers);
(b) Compliance. Bank shall have performed and complied in
all material respects with all agreements and conditions required by this
Agreement to be performed or complied with by them prior to or at the Closing
Date;
(c) Governmental Actions. No Governmental Authority shall
have instituted any action, suit or proceeding, or given notice of its intent to
do so, that has not subsequently been withdrawn, dismissed with prejudice or
otherwise eliminated, which in the
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reasonable opinion of Company has or is likely to have a material and adverse
effect on the transaction contemplated by this Agreement;
(d) Copies of Resolutions. Bank shall have delivered
certified copies of the resolutions of the Bank Board of Directors authorizing
the consummation of the transaction herein contemplated; and
(e) Approvals. All Required Statutory Approvals regarding
the proposed transaction shall have been obtained and all waiting periods shall
have expired without further requests for information.
(f) No Adverse Change. Neither the Company nor the Bank
shall have suffered any material adverse change in its respective business,
prospects, financial condition, working capital, assets, liabilities, reserves,
or operations.
3.04 Conditions to Obligations of Bank. The obligations of Bank to
make the deliveries under this Article III and to close this transaction are
subject to the fulfillment prior to or at the Closing Date of each of the
following conditions, any one or more of which may be waived by Company:
(a) Representations and Warranties. The representations
and warranties of Company contained in Article II shall be true as of the date
when made and as of the Closing Date as if made on such date;
(b) Compliance. Company shall have performed and complied
in all material respects with all agreements and conditions required by this
Agreement to be performed or complied with by them prior to or at the Closing
Date;
(c) Governmental Action. No Governmental Authority shall
have instituted any action, suit or proceeding, or given notice of its intent to
do so, that has not subsequently been withdrawn, dismissed with prejudice or
otherwise eliminated, which in the reasonable opinion of Bank has or is likely
to have a material and adverse effect on the transactions contemplated by this
Agreement;
(d) Approvals. All Required Statutory Approvals regarding
the proposed transaction shall have been obtained and all waiting periods shall
have expired without further requests for information; and
(e) Copies of Resolutions. Company shall have delivered
certified copies of the resolutions of its Board of Directors authorizing the
consummation of the transactions herein contemplated.
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(f) No Adverse Change. Neither the Company nor the Bank
shall have suffered any material adverse change in its respective business,
prospects, financial condition, working capital, assets, liabilities, reserves,
or operations.
3.05 Delivery Obligations of the Bank at Closing. The Bank shall
deliver the following at the Closing:
(a) Certificate. A certificate executed by an authorized
officer of the Bank dated as of the Closing Date certifying that the
representations and warranties contained in this Agreement are true and correct
on the Closing Date as if made on and as of such date and identifying any change
in the number, identity, or address of the Bank Shareholders of record between
the date hereof and said Closing Date.
(b) Articles of Share Exchange. The Articles of Share
Exchange executed by the Bank.
(c) Other. Such other documents and certificates as the
Company may reasonably and timely request to document or to consummate more
effectively the transactions contemplated by this Agreement or to evidence the
compliance by the Bank with any condition or obligation in this Agreement.
3.06 Delivery Obligations of the Company at the Closing. The
Company shall deliver the following at the Closing:
(a) Certificate. A certificate executed by an authorized
officer of the Company dated as of the Closing Date certifying that
representations and warranties of the Company in this Agreement are true and
correct on the Closing Date as if made on and as of such date.
(b) Articles of Share Exchange. The Articles of Share Exchange
executed by the Company.
(c) Transmittal Letters. Letters in form acceptable to the Bank,
ready for mailing to the Bank Shareholders which letters shall explain the
nature of the Share Exchange and include with them a Letter of Transmittal in
the form attached hereto as Exhibit B which the Bank Shareholders shall be
requested to execute and return to the Company with any and all stock
certificates evidencing such Bank Shareholder's Bank stock.
(d) Other Documents. Such other documents or certificates as the
Bank may reasonably and timely request to document or consummate more
effectively the transactions contemplated by this Agreement or to evidence the
compliance by the Company with any condition or obligation in this Agreement.
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ARTICLE IV
TERMINATION AND ABANDONMENT
4.01 Termination and Abandonment. This Agreement may be terminated
at any time and the Share Exchange abandoned at any time prior to the Closing
without liability of any party to any other party, under the following
circumstances:
(a) Mutual Agreement. The mutual written agreement of
Bank and Company.
(b) Breach of Representation or Warranty. If any
representation or warranty contained herein is untrue.
(c) Governmental Authority. Either Bank or Company may
terminate by written notice to the other if any action or proceeding shall have
been instituted before any Governmental Authority or, to the knowledge of the
party giving such notice, shall have been threatened formally in writing by any
Governmental Authority with requisite jurisdiction, to restrain or prohibit the
transactions contemplated by this Agreement or to subject one or more of the
parties or their directors or their officers to liability on the grounds that it
or they have breached any law or regulation or otherwise acted improperly in
connection with such transactions (a "Governmental Objection"), and such action
or proceeding shall not have been dismissed or otherwise eliminated or such
written threat shall not have been withdrawn or rescinded or otherwise
eliminated before December 31, 2002.
4.02 Rights and Obligations Upon Termination. Upon the termination
of this Agreement, no party shall have any further obligation to the other,
except that unless terminated by mutual agreement or pursuant to Section
4.01(b), no termination of this Agreement under any provision of this Article IV
shall prejudice any claim a party may have under this Agreement that arises
prior to the effective date of such termination.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.01 Good Faith; Further Assurances. The parties to this Agreement
shall in good faith undertake to perform their obligations under this Agreement,
to satisfy all conditions, and to cause the transaction contemplated by this
Agreement to be carried out promptly in accordance with the terms of this
Agreement. Upon the execution of this Agreement and thereafter, the parties
hereto shall do such things as may be reasonably requested by the other parties
hereto in order more effectively to consummate or document the transactions
contemplated by this Agreement.
5.02 Notices. All notices, communications and deliveries under this
Agreement: (a) shall be made in writing, signed by the party making the same;
(b) shall specify the Section of
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this Agreement pursuant to which it is given; (c) shall either be delivered in
person or by telecopier or a nationally recognized next business day delivery
service for next business day delivery; (d) shall be deemed given (i) if
delivered in person, on the date delivered, (ii) if sent by telecopier, on the
date transmitted (if the party, or its employee or agent, giving the notice has
no reason to believe that the transmission was not made or received); or (iii)
if sent by a nationally recognized next business day delivery service for next
business day delivery (with cost prepaid), on the first business day after so
sent; and (e) shall be deemed received (i) if delivered in person, on the date
of personal delivery, (ii) if telecopied, on the first business day after
transmitted (if the party giving the notice, or its employee or agent, has no
reason to believe that the transmission was not made or received), or (iii) if
sent by a nationally recognized next business day delivery service for next
business day delivery, on the first business day after so sent. Such notice
shall not be effective unless copies are provided contemporaneously as specified
below, but neither the manner nor the time of giving notice to those to whom
copies are to be given shall control the date notice is given or received. The
addresses and requirements for copies are as follows:
To Company: with a copy to:
▇▇▇▇ ▇. ▇▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇▇▇▇ Edge
Community First, Inc. ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ (facsimile) 615/256-8197 (facsimile)
To Bank: with a copy to:
▇▇▇▇ ▇. ▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇▇▇▇ Edge
Community First Bank & Trust ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
931/388-3188 (facsimile) 615/256-8197 (facsimile)
or to such representative or to such other address as the parties hereto may
furnish to the other parties in writing. If notice is given pursuant to this
Section 5.02 of a permitted successor or assign of a party to this Agreement,
then notice shall be given as set forth above to such successor or assign of
such party.
5.03 Assignment. This Agreement is binding upon the parties hereto,
and their respective legal representatives, heirs, successors and assigns, and
inures to the benefit of the parties and their respective legal representatives,
heirs, legatees, devisees, beneficiaries and other permitted successors and
assigns (and to or for the benefit of no other person whatsoever). No assignment
or transfer of rights and obligations hereunder shall be made except with the
prior written consent of the parties hereto.
5.04 Captions. The titles or captions of articles, sections and
subsections contained in this Agreement are inserted only as a matter of
convenience and for reference and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provision hereof and shall not
be considered in the interpretation or construction of this Agreement in any
proceeding.
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5.05 Amendment; Waiver; Remedies Cumulative. This Agreement may not
be altered or amended except in writing signed by Company and Bank. The failure
of any party hereto at any time to require performance of any provisions hereof
shall in no manner affect the right to enforce the same. No waiver by any party
hereto of any condition, or of the breach of any term, provision, warranty,
representation, agreement or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed or construed
as a further or continuing waiver of any such condition or breach or a waiver of
any other condition or of the breach of any other term, provision, warranty,
representation, agreement or covenant herein contained.
5.06 No Third-Party Beneficiaries. With the exception of the
parties to this Agreement and each of their legal representatives, heirs, and
permitted successors and assigns, there shall exist no right of any person to
claim a beneficial interest in this Agreement or any rights arising by virtue of
this Agreement.
5.07 Exhibits; Disclosure Schedules. All Exhibits and Disclosure
Schedules to this Agreement are hereby incorporated into this Agreement and
hereby are made a part of this Agreement as if set out in full in the first
place that reference is made thereto.
5.08 Counterparts; Entire Agreement. This Agreement may be executed
by each party upon a separate copy, and in such case one counterpart of this
Agreement shall consist of enough of such copies to reflect the signatures of
all of the parties to this Agreement. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and it shall not
be necessary in making proof of this Agreement or the terms of this Agreement to
produce or account for more than one of such counterparts. One or more execution
pages may be detached from one copy of this Agreement and attached to another
copy in order to form one or more counterparts. This Agreement shall become
effective when one or more counterparts have been executed by Company and Bank
and delivered to such parties. This Agreement together with all Exhibits hereto
and all other agreements and undertakings provided for hereunder shall
constitute the entire agreement of the parties and supersedes any and all prior
agreements, oral or written, with respect to the subject matter contained
herein. There are no other agreements, representations, warranties or other
understandings between the parties in connection with this transaction which are
not set forth in this Agreement and Exhibits hereto.
5.09 Severability. Any determination by any court of competent
jurisdiction of the invalidity of any provision of this Agreement that is not
essential to accomplishing its purposes shall not affect the validity of any
other provision of this Agreement, which shall remain in full force and effect
and which shall be construed as valid under Applicable Law.
5.10 Choice of Law. This Agreement shall be governed by and
construed in accordance with the substantive laws and procedural procedures of
the State of Tennessee, without regard to any applicable conflicts of Laws.
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DULY EXECUTED by the parties hereto as of the date first above written.
COMMUNITY FIRST, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
COMMUNITY FIRST BANK & TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, President
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INDEX OF EXHIBITS
Exhibit
Description of Exhibit Designation
---------------------- -----------
Articles of Share Exchange Exhibit A
Transmittal Letter Exhibit B
EXHIBIT "A"
ARTICLES OF SHARE EXCHANGE
Pursuant to the provisions of Sections ▇▇-▇▇-▇▇▇ of the Tennessee
Business Corporation Act (the "Act"), the undersigned corporations, by and
through their respective boards of directors, adopt the following Articles of
Share Exchange:
1. The Agreement and Plan of Share Exchange (the "Agreement"), in
the form attached hereto, was approved by the Board of Directors of Community
First Bank & Trust (the "Bank") in the manner prescribed in the Act, Shareholder
approval not being required pursuant to Section 48-21- 104(h) of the Act.
2. The Agreement was approved by the Board of Directors of
Community First, Inc. (the "Company") in the manner prescribed in the Act,
Shareholder approval not being required pursuant to the Act because the Company
has not had shareholders prior to the effective date of these Articles of Share
Exchange.
3. As to the Bank, the Agreement was duly adopted at a meeting of
the board of directors on April 16, 2002. The Bank is a Tennessee-chartered
commercial banking corporation. Its charter of incorporation is filed in Maury
County, Tennessee, and with the Tennessee Secretary of State.
4. As to the Company, the Agreement was duly adopted at a meeting
of the board of directors on April 16, 2002. The Company is a domestic
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956. Its charter of incorporation is filed in Maury County, Tennessee,
and with the Tennessee Secretary of State.
5. The share exchange is to take effect upon the filing of these
Articles of Share Exchange with the Tennessee Secretary of State. A copy will
also be filed with the Federal Reserve System Board of Governors, the Tennessee
Department of Financial Institutions, and the Register's Office for Maury
County, Tennessee.
Dated: April 16, 2002
COMMUNITY FIRST BANK & TRUST
By:
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▇▇▇▇ ▇. ▇▇▇▇▇, President
By:
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▇▇▇▇ ▇▇▇▇▇▇, Secretary
COMMUNITY FIRST, INC.
By:
--------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
By:
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▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
EXHIBIT "B"
TRANSMITTAL LETTER
TO BE SIGNED BY EACH SHAREHOLDER AND ACCOMPANY CERTIFICATES FOR SHARES OF
COMMON STOCK OF COMMUNITY FIRST BANK TRUST ("BANK")
TO BE SURRENDERED IN EXCHANGE FOR CERTIFICATE(S) FOR SHARES OF COMMON STOCK OF
COMMUNITY FIRST, INC. ("COMPANY")
IN CONNECTION WITH THE SHARE EXCHANGE APPROVED BY THE RESPECTIVE BOARDS OF
DIRECTORS OF BANK AND COMPANY ON ________________, 2002.
This Transmittal Letter should be completed, signed and submitted
together with your certificate(s) evidencing shares of common stock of Community
First Bank & Trust (the "Bank") to ▇▇▇▇▇ ▇▇▇▇, Vice-President, Community First
Bank & Trust, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
PLEASE READ THIS LETTER CAREFULLY.
THEN COMPLETE ITEMS 1 AND 2 AND
RETURN THIS DOCUMENT, TOGETHER
WITH YOUR CERTIFICATE(S) AS DIRECTED.
Dear ▇▇. ▇▇▇▇▇:
In connection with the exchange of shares between the Bank and the
Company, approved by the respective boards of directors of the Bank and the
Company (the "Exchange"), the undersigned herewith surrenders the certificate(s)
listed below, which represent shares of Bank common stock, par value $10.00 per
share ("Bank Stock"), and which as a result of the Exchange represent the right
to receive a like number of shares of Company common stock, par value $10.00 per
share ("Company Stock"). The undersigned has sole and exclusive record title to
and ownership of all of Bank Stock registered in the undersigned's name. The
Bank Stock owned by the undersigned is free and clear of any liens,
restrictions, claims, charges, options, rights of first refusal or encumbrances,
with no defects of title whatsoever, except applicable restrictions under
federal and state securities law, if any. The Bank Stock described below
represents all of the stock owned by the undersigned in the Bank.
1. SHAREHOLDER INFORMATION
TO BE COMPLETED BY EACH SHAREHOLDER (Please Print)
Name of Registered Holder (as it appears on Certificate Number(s) Number of Shares
Certificate(s))*
Total Number of Shares:____________________ * Attach schedule if necessary.
If you have more than one certificate and if one certificate is
registered in a different form of name than another (e.g., one certificate
includes your middle initial and another certificate does not), list all such
forms of registration above.
2. SIGNATURE(S)
HOLDERS OF BANK STOCK CERTIFICATES MUST SIGN HERE.
PLEASE SIGN HERE*
X_____________________________________ Name(s)___________________________________________
(Please Print)
X_____________________________________ Name(s)___________________________________________
(Please Print)
X_____________________________________ Name(s)___________________________________________
(Signature(s) of Owner(s) (Please Print)
* IMPORTANT NOTE: Principal Residence/Domicile:
THIS TRANSMITTAL LETTER MUST BE SIGNED BY __________________________________________________
THE REGISTERED HOLDER(S) OF BANK STOCK
EXACTLY AS THEIR NAME(S) APPEAR(S) ON THE __________________________________________________
CERTIFICATE(S) OR BY ASSIGNEES OF
REGISTERED HOLDER(S) OR PERSON(S) __________________________________________________
AUTHORIZED TO ACT ON BEHALF OF REGISTERED
HOLDERS BY CERTIFICATES AND DOCUMENTS
TRANSMITTED HEREWITH. IF SIGNATURE IS BY AN __________________________________________________
OFFICER OF A CORPORATION, AN ATTORNEY-IN-FACT, (Area Code and Telephone Number)
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN
OR OTHERS ACTING IN A REPRESENTATIVE OR
FIDUCIARY CAPACITY, SET FORTH FULL TITLE AND SEE
INSTRUCTION 3. __________________________________________________
(Tax Identification or Social Security Number)
Dated: _________________________, 2002
INSTRUCTIONS FOR COMPLETION OF THE TRANSMITTAL LETTER
1. GENERAL. This Transmittal Letter (or a facsimile hereof) must
be properly completed and signed in the exact manner in which the certificate(s)
being surrendered herewith is (are) registered. The completed and executed
Transmittal Letter, together with the certificate(s) and any required supporting
documents, must be delivered to the Bank before the Company Stock certificates
will be delivered to you. the method of delivery of all documents is at the
choice and the risk of the holder. If sent by mail, then registered mail, return
receipt requested, is recommended.
2. EXCHANGE PROCEDURES. It is very important that all Bank Stock
certificates registered in your name are surrendered for exchange at the same
time.
3. SIGNATURES. The signature (or signatures, in the case of
certificates owned by two or more joint holders) on this Transmittal Letter
should correspond exactly with the name(s) as written on the face of the
certificate(s) being surrendered herewith unless Bank Stock certificates
described on this Transmittal Letter have been assigned by the registered
holder(s) (including any assignment by operation of law), in which event this
Transmittal Letter should be signed in exactly the same form as the name on the
last transferee indicated on the transfers attached to or endorsed on the
certificate(s).
4. LOST OR DESTROYED CERTIFICATES. If your Bank Stock
certificate(s) has (have) been lost, stolen, or destroyed, notify the Bank of
this fact promptly at its address set forth in Paragraph 6 below. You will then
be instructed as to the steps you must take in order to surrender the shares
which you own.
5. DETERMINATION OF QUESTIONS. All questions with respect to
compliance with the terms of this Transmittal Letter will be determined by the
Company in its sole discretion. The Company shall have the right to reject any
and all Transmittal Letters not in proper form or to waive any irregularities in
any Transmittal Letter.
6. QUESTIONS AND REQUESTS FOR INFORMATION. Questions and requests
for information or assistance relating to the Transmittal Letter should be
directed to ▇▇▇▇▇ ▇▇▇▇, Community First, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, facsimile (▇▇▇-▇▇▇-▇▇▇▇), telephone
(▇▇▇-▇▇▇-▇▇▇▇). Additional copies of the Transmittal Letter may be obtained from
the Company at its indicated address, or you may copy the form of the
Transmittal Letter.