Utah Form of Agreement and Plan of Merger by Regional Ban corp, Inc., Medford Interim, Inc., and Medford Savings Bank The Utah Form of Agreement and Plan of Merger by Regional Ban corp, Inc., Medford Interim, Inc., and Medford Savings Bank is a legal document that outlines the details and terms of the merger between Regional Ban corp, Inc., Medford Interim, Inc., and Medford Savings Bank in the state of Utah. This agreement serves as a blueprint for the merging entities to combine their operations, assets, and liabilities into a single entity. The Utah Form of Agreement and Plan of Merger includes several key provisions and terms: 1. Parties involved: The agreement clearly identifies Regional Ban corp, Inc., Medford Interim, Inc., and Medford Savings Bank as the parties involved in the merger. It highlights their respective roles, rights, and obligations throughout the process. 2. Merger structure: The agreement outlines the structure of the merger, specifying whether it will be a statutory merger, consolidation, or any other form deemed appropriate under Utah state laws. 3. Consideration: The document details the consideration to be paid to the shareholders of Medford Interim, Inc., and Medford Savings Bank in exchange for their shares. This may include cash, stock, or a combination of both. 4. Allocation of assets and liabilities: The agreement addresses how the merging entities will allocate their assets and liabilities post-merger. It outlines the process for evaluating and transferring ownership of properties, intellectual properties, contracts, and other assets, as well as the assumption of debts and obligations. 5. Governance and management: The Utah Form of Agreement and Plan of Merger defines the governance structure of the merged entity. It specifies the board of directors' composition, the roles of key executives, and any other relevant management considerations. 6. Approval and closing conditions: The agreement outlines the conditions that must be met for the merger to be approved and subsequently closed. It may include obtaining necessary regulatory approvals, shareholders' consent, and the absence of any material adverse change in the financial conditions of either party. Different types of Utah Form of Agreement and Plan of Merger may exist depending on the specific circumstances and requirements of the merging parties. These variations may include specific provisions, amendments, or additional disclosures tailored to the nature of the merger and the industries involved. In conclusion, the Utah Form of Agreement and Plan of Merger by Regional Ban corp, Inc., Medford Interim, Inc., and Medford Savings Bank is a comprehensive legal document that outlines the terms, conditions, and governance considerations of their merger. It provides a framework for the successful combination of these entities, enabling them to operate as a single, unified organization in the state of Utah.