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AMENDMENT TO THE
SECOND AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
This Amendment
(this “Amendment”) to the Second Amended and Restated
Agreement and Plan of Merger dated to be effective as of
August 14, 2006 (the “Agreement”), is made and
entered into as of the 15th day of December, 2006, by and among
Park National Corporation, an Ohio corporation; The Park National
Bank, a national banking association; and Anderson Bank Company, an
Ohio state-chartered commercial bank.
WHEREAS, pursuant
to Section 9.09 of the Agreement, the Agreement may be amended
in writing among the parties thereto;
NOW, THEREFORE, in
consideration of the foregoing and for other consideration the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows, intending to be legally bound
hereby:
1.
Amendment to Section 2.04(c) . The parties hereby amend
the Agreement by deleting the second sentence of
Section 2.04(c) of the Agreement in its entirety and by
substituting therefor the following:
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“Upon surrender of an Old
Certificate for cancellation to the Exchange Agent, the Exchange
Agent shall mail within five (5) business days of the later of
(A) the expiration of the period during which holders of
Anderson Shares may seek relief as dissenting
shareholder
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