**Exhibit 2.4** **AGREEMENT AND PLAN OF MERGER****among****UCBH HOLDINGS, INC.****UCB MERGER, LLC****AND****SUMMIT BANK CORPORATION****Dated as of September 18, 2006** 

 
**TABLE OF CONTENTS**                       **Page**              ARTICLE I THE MERGER  1                1.1   Definitions  1   1.2   The Merger  1   1.3   Closing; Effective Time  2   1.4   Effects of the Merger  2   1.5   Conversion of Company Capital Stock  2   1.6   Stock Options  3   1.7   Buyer Capital Stock; Merger Sub Interests  4   1.8   Certificate of Formation  4   1.9   Operating Agreement  4   1.10   Managers  4              ARTICLE II DELIVERY OF MERGER CONSIDERATION  4                2.1   Surrender of Company Capital Stock  4   2.2   Election and Proration Procedures  5   2.3   Further Transfers of Company Capital Stock  9   2.4   Dissenting Shares  9   2.5   Alternative Method  9              ARTICLE III DISCLOSURE SCHEDULES; REPRESENTATIONS AND WARRANTIES OF THE COMPANY ANDBUYER  10                3.1   Disclosure Schedule  10              ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY  10                4.1   Corporate Organization  10   4.2   Capitalization  12   4.3   Authority; No Violation  13   4.4   Consents and Approvals  14   4.5   Regulatory Reports  15   4.6   Financial Statements  16   4.7   Broker’s Fees  16   4.8   Absence of Certain Changes or Events  17   4.9   Legal Proceedings  18   4.10   Taxes  18   4.11   Employee Benefit Plans  21   4.12   Disclosure Controls and Procedures  22   4.13   Company Information  22   4.14   Compliance with Applicable Law  22   4.15   Contracts  23   4.16   Environmental Matters  24   4.17   Derivative Transactions  25   4.18   Opinion  25   4.19   Approvals  26   4.20   Loans and Deposits  26 
 

 
**TABLE OF CONTENTS**(continued)                       **Page**                4.21   Property  27   4.22   Labor Matters  27   4.23   Insurance  28   4.24   Absence of Undisclosed Liabilities  28   4.25   Qualification as Reorganization  29   4.26   Voting Agreement  29   4.27   Offices and ATMs  29   4.28   Community Reinvestment Act  29   4.29   Bank Secrecy Act  29   4.30   Trust Administration  30   4.31   Investment Management and Related Activities  30   4.32   Full Disclosure  30              ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER  30                5.1   Corporate Organization  30   5.2   Authority; No Violation  31   5.3   Consents and Approvals  31   5.4   Broker’s Fees  32   5.5   Buyer Information  32   5.6   Ownership of Company Capital Stock  32   5.7   Access to Funds  33   5.8   Approvals  33   5.9   Legal Proceedings  33   5.10   Compliance with Applicable Law  33   5.11   Regulatory Reports  34   5.12   Full Disclosure  34   5.13   Capitalization  34   5.14   Financial Statements  35   5.15   Absence of Certain Changes or Events  36   5.16   Disclosure Controls and Procedures  36   5.17   Absence of Undisclosed Liabilities  36   5.18   Qualification as Reorganization  36              ARTICLE VI COVENANTS RELATING TO CONDUCT OF BUSINESS  37                6.1   Covenants of the Company  37   6.2   Covenants of Buyer  40   6.3   Covenants of Buyer and the Company  40              ARTICLE VII ADDITIONAL AGREEMENTS  41                7.1   Regulatory Matters  41   7.2   No Solicitation  44   7.3   Access to Information  45   7.4   Confidentiality  46 
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**TABLE OF CONTENTS**(continued)                       **Page**                7.5   Notification of Certain Matters  46   7.6   Employee Benefit Plans  47   7.7   Indemnification  47   7.8   Termination of Company Option Plan  49   7.9   Section 16 Matters  49   7.10   NASDAQ Listing  49   7.11   Participation in Subsequent Transactions  49              ARTICLE VIII CONDITIONS PRECEDENT  50                8.1   Conditions to Each Party’s Obligation to Effect the Merger  50   8.2   Conditions to Obligations of Buyer and Merger Sub  50   8.3   Conditions to Obligations of the Company  53   8.4   Frustration of Closing Conditions  54              ARTICLE IX TERMINATION AND AMENDMENT  54                9.1   Termination  54   9.2   Effect of Termination  57   9.3   Amendment  58   9.4   Extension; Waiver  58  ARTICLE X GENERAL PROVISIONS  58                10.1   Nonsurvival of Representations, Warranties and Agreements  58   10.2   Expenses  59   10.3   Notices  59   10.4   Interpretation  60   10.5   Counterparts  60   10.6   Entire Agreement  60   10.7   Governing Law  60   10.8   Enforcement of Agreement  60   10.9   Severability  61   10.10   Publicity  61   10.11   Assignment; No Third Party Beneficiaries  61   10.12   Fax Signatures  61              APPENDIX I  —  DefinitionsAPPENDIX II  —  Allocation Procedure             EXHIBIT A  —  Form of Share Transfer AgreementEXHIBIT B  —  Form of Certificate of OwnershipEXHIBIT C  —  Form of Delaware Certificate of MergerEXHIBIT D  —  Form of Georgia Certificate of MergerEXHIBIT E  —  Form of Voting AgreementEXHIBIT F  —  Form of Affiliate Agreement
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**[Execution Copy]****AGREEMENT AND PLAN OF MERGER**     This AGREEMENT AND PLAN OF MERGER, dated as of September 18, 2006 (this “Agreement”), isentered into by and among UCBH Holdings, Inc., a Delaware corporation registered under the BankHolding Company Act of 1956, as amended (“Buyer”), UCB Merger, LLC, a Delaware limited liabilitycompany and a wholly owned subsidiary of Buyer (“Merger Sub”), and Summit Bank Corporation, aGeorgia corporation registered under the Bank Holding Company Act of 1956, as amended (the“Company”).     WHEREAS, the Boards of Directors of Buyer and the Company and the sole member of Merger Subhave determined that it is in the best interests of their respective companies and theirshareholders or the sole member, as the case may be, to consummate the business combinationtransaction provided for herein in which the Company will, subject to the terms and conditions setforth herein, merge with and into Merger Sub, with Merger Sub being the surviving entity (the“Merger”);     WHEREAS, it is contemplated that the business combination contemplated herein shall beimmediately followed by a merger or consolidation of the Company’s banking subsidiary, The SummitNational Bank (the “Bank”), with and into Buyer’s banking subsidiary, United Commercial Bank(“UCB”), as provided for in agreements in substantially the forms attached hereto as Exhibits A andB;     WHEREAS, the parties intend for the Merger to constitute a reorganization within the meaningof Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and theregulations thereunder; and     WHEREAS, the parties desire to make certain representations, warranties and agreements inconnection with the Merger and also to prescribe certain conditions to the Merger.     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties andagreements contained herein, and intending to be legally bound hereby, the parties agree asfollows:**ARTICLE I****THE MERGER**     1.1 Definitions. In addition to those terms defined throughout this Agreement, thedefined terms used herein have the meanings set forth on Appendix I hereto.     1.2 The Merger. Subject to the terms and conditions of this Agreement, in accordancewith applicable provisions of the Georgia Business Corporation Code (the “GBCC”), the FinancialInstitutions Code of Georgia, the CFC, the DLLC, the National Bank Act, and the federal Riegle-NealInterstate Banking and Branching Efficiency Act of 1994, at the Effective Time, the Company shallmerge with and into Merger Sub. Merger Sub shall be the surviving company (hereinafter sometimescalled the “Surviving Company”) in the Merger. The name of the Surviving Company shall be “UCBMerger, LLC.” Upon consummation of the Merger, the separate legal existence of the Company shallterminate. The parties hereby adopt this
 

 
Agreement as a “plan of reorganization” within the meaning of Section 368 of the Code and theregulations thereunder.     1.3 Closing; Effective Time.     (a) Closing. Subject to the terms and conditions of this Agreement, the closing ofthe Merger (the “Closing”) will take place at the close of business or other agreed time on thefifth business day after the latest to occur of the conditions set forth in Article VIII hereof(other than those conditions which relate to actions to be taken at the Closing) has been waived orsatisfied (the “Closing Date”), at the offices of Squire, Sanders & Dempsey L.L.P., One MaritimePlaza, Suite 300, San Francisco, California 94111-3492 unless another time, date or place is agreedto in writing by the parties hereto.     (b) Effective Time. Subject to the provisions of this Agreement, a certificate ofmerger complying with the applicable provisions of Section 18-209(b) of the DLLC (the “DelawareCertificate of Merger”) and a certificate of merger complying with Section 14-2-1105 of the GBCC(the “Georgia Certificate of Merger”), in substantially the forms attached hereto as Exhibit C andExhibit D, respectively, shall be duly executed and filed with the Secretary of State of the Stateof Delaware (the “Delaware Secretary”) and the Secretary of the State of the State of Georgia (the“Georgia Secretary”) on the Closing Date by Buyer and Merger Sub. The Merger shall becomeeffective at such time as the filings with the Delaware Secretary and the Georgia Secretary of theDelaware Certificate of Merger and the Georgia Certificate of Merger become effective (the“Effective Time”).     1.4 Effects of the Merger. At and after the Effective Time, the Merger shall have theeffects set forth in Section 18-209(g) of the DLLC and Section 14-2-1106 of the GBCC. Withoutlimiting the generality of the foregoing, and subject thereto, at the Effective Time, all theproperties, rights, privileges, powers and franchises of the Company shall vest in the SurvivingCompany, and all debts, liabilities and duties of the Company shall become the debts, liabilitiesand duties of the Surviving Company, and the Surviving Company shall be a wholly owned subsidiaryof Buyer.     1.5 Conversion of Company Capital Stock.          (a) At the Effective Time, subject to the exceptions and limitations set forth in Article IIhereof, each share of Company Capital Stock issued and outstanding immediately prior to theEffective Time other than Dissenting Shares shall, by virtue of this Agreement and without anyaction on the part of the holder thereof, be cancelled and cease to exist and converted into theright to receive, depending upon the election of the holder thereof as provided in Section 2.2hereof, either (i) that number of shares of Buyer Common Stock equal to the Exchange Ratio (the“Per Share Stock Consideration”) or (ii) cash, without interest, in the amount of the Per ShareCash Consideration from UCB (collectively, the “Merger Consideration”), subject to the limitationsset forth in Section 2.2(c); provided, however, that the number of shares of Company Capital Stockconverted into Buyer Common Stock pursuant to section 2.2(c) hereof shall in no event be less thanfifty (50%) of the number of shares of Company Capital Stock outstanding immediately prior to theEffective Time (the “Stock Conversion Number”).
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          (b) Notwithstanding any other provision hereof, no fractional shares of Buyer Common Stockshall be issued to holders of Company Capital Stock. In lieu thereof, each such holder otherwiseentitled to a fraction of a share of Buyer Common Stock shall receive, at the time of surrender ofthe Certificate or Certificates (as defined in Section 2.1(b)), an amount in cash equal to theproduct of (i) the Per Share Cash Consideration and (ii) the fraction of a share of Buyer CommonStock to which such holder otherwise would be entitled, rounded to the nearest whole cent. No suchholder shall be entitled to dividends, voting rights, interest on the value of, or any other rightsin respect of a fractional share, except as expressly provided herein.          (c) Notwithstanding anything in this Agreement to the contrary, shares of Company CapitalStock that are outstanding immediately prior to the Effective Time and with respect to (i) whichthe shareholders thereof have given notice of their intention to assert the right to dissent inaccordance with Section 14-2-1321(1) of the GBCC, (ii) which the shareholders have not voted infavor of the Merger, and (iii) which the shareholders have demanded payment pursuant to Section14-2-1323 of the GBCC (such shares being referred to herein as “Dissenting Shares”) shall not beconverted into the right to receive the Merger Consideration but, instead, the holders thereofshall be entitled to receive payment of the fair value of such Dissenting Shares in accordance withthe provisions of Section 14-2-1325 of the GBCC; provided, however, that (x) if any holder ofDissenting Shares shall subsequently withdraw, with the consent of Buyer, his demand for purchaseof such shares, or (y) if any holder of Dissenting Shares fails to establish or otherwise loses hisentitlement to payment of the fair value of such shares as provided in Section 14-2-1325 of theGBCC, such holder or holders (as the case may be) shall not be entitled to receive payment of thefair value of such shares of Company Capital Stock as contemplated by Section 14-2-1325 of theGBCC, and each of such shares shall thereupon cease to be Dissenting Shares and shall be deemed tohave been converted into the right to receive, as of the Effective Time, the Merger Considerationwithout any interest thereon, as provided in Section 1.5(a) and Article II hereof. Prior to theEffective Time, the Company shall give Buyer prompt notice of any demands for payment for shares ofCompany Capital Stock pursuant to Section 14-2-1323 of the GBCC received by the Company,withdrawals of any such demands and any other documents or instruments received by the Company inconnection therewith. Buyer shall have the right to participate in and direct all negotiations andproceedings with respect to any such demands. Prior to the Effective Time, the Company shall not,except with the prior written consent of Buyer, which consent shall not unreasonably be withheld ordelayed, make any payment with respect to, or settle or offer to settle, any such demands, or agreeto do any of the foregoing.     1.6 Stock Options. At the Effective Time, each option (a “Company Option”) topurchase any shares of Company Capital Stock granted pursuant to any option plan, agreement orcommitment maintained by the Company (“Company Option Plans”) then outstanding and unexercised,without any action on the part of the holder, shall become fully vested and exercisable (whether ornot then currently exercisable) and shall be converted into the right to receive payment of anamount in cash equal to the product of (1) the excess of the Per Share Cash Consideration over theexercise price per share, if any, of such Company Option, and (2) the number of shares of CompanyCapital Stock subject to such Company Option immediately prior to the Effective Time, subject toany withholding obligations under applicable law. As a condition to the right to receive suchpayment, each holder shall deliver to Buyer an acknowledgement and waiver (in form and substancereasonably to be mutually agreed upon by
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Buyer and the Company prior to the Closing Date) that (i) confirms the cash amount to whichsuch holder is entitled under such holder’s Company Options and (ii) releases the Company, Buyerand their respective affiliates, and the officers, directors and employees of the foregoing, fromany and all claims relating to the Company Options upon payment of the cash amount due. EachCompany Option to which this paragraph applies will be cancelled by the Company and shall cease toexist automatically as of the Effective Time. Prior to the Effective Time, the Company shall takeall necessary actions, including adopting resolutions of the Company Board of Directors or acommittee thereof, or obtaining the consent of the holders of the Company Options, if applicable,to effect the foregoing.     1.7 Buyer Capital Stock; Merger Sub Interests. Each share of Buyer Capital Stockissued and outstanding immediately prior to the Effective Time shall remain outstanding and shallnot be converted or otherwise affected by the Merger. The membership interests of Merger Suboutstanding immediately prior to the Effective Time shall remain outstanding and shall not beconverted or otherwise affected by the Merger.     1.8 Certificate of Formation. At the Effective Time, the Certificate of Formation ofMerger Sub, as in effect at the Effective Time, shall be the Certificate of Formation of theSurviving Company.     1.9 Operating Agreement. At the Effective Time, the Operating Agreement of MergerSub, as in effect immediately prior to the Effective Time, shall be the Operating Agreement of theSurviving Company until thereafter amended in accordance with applicable law.     1.10 Managers. The Managers of Merger Sub immediately prior to the Effective Timeshall be the Managers of the Surviving Company, each to hold office in accordance with the Articlesof Organization and Operating Agreement of Merger Sub until their respective successors are dulyelected or appointed and qualified.**ARTICLE II****DELIVERY OF MERGER CONSIDERATION**          2.1 Surrender of Company Capital Stock.          (a) Prior to the Effective Time, Buyer shall appoint Mellon Investor Services LLC, or itssuccessor, or any other bank or trust company mutually acceptable to Buyer and the Company, asexchange agent (the “Exchange Agent”) for the purpose of exchanging Certificates representingshares of Company Capital Stock. At or prior to the Effective Time, Buyer shall deposit with theExchange Agent such number of certificates of Buyer’s Common Stock representing the Aggregate BuyerShare Amount and have UCB deposit immediately available funds in an amount not less than theportion of the Aggregate Cash Value payable hereunder to holders of Company Capital Stock (otherthan Dissenting Shares) outstanding immediately prior to the Effective Time.          (b) Buyer shall direct the Exchange Agent to mail on the Mailing Date (as defined in Section2.2(a)) to each holder of record of a certificate or certificates representing any
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such shares of Company Capital Stock (each, a “Certificate”): (i) a letter of transmittal tobe completed, signed and returned to the Exchange Agent by each such holder, (ii) an Election Form(as defined in Section 2.2(a)) to be completed, signed and returned to the Exchange Agent by eachsuch holder, (iii) appropriate and necessary documentation enabling such holder to establish, ifapplicable, an exemption from tax withholding in connection with payment of the MergerConsideration to each such holder, and (iv) instructions regarding the documentation described inclauses (i) through (iii) above for use in effecting the surrender of the Certificates. Theinstructions shall specify that (w) Election Forms, properly completed and duly executed, arerequired to be returned to the Exchange Agent by the Election Deadline (as defined in Section2.2(b)), (x) the materials specified in clauses (i) and (iii) above, properly completed and dulyexecuted, are required to be returned to the Exchange Agent, accompanied by one or moreCertificates (or customary affidavits and indemnification regarding the loss or destruction of suchCertificates or the guaranteed delivery of such Certificates) representing all shares of CompanyCapital Stock covered by the Election Form submitted by such holder, (y) delivery of theCertificates shall be effected, and risk of loss and title to the Certificates shall pass, onlyupon delivery of the Certificates to the Exchange Agent, and (z) upon surrendering a Certificatefor cancellation to the Exchange Agent or to such other agent or agents as may be appointed byBuyer, together with such letter of transmittal, duly executed, the holder of such Certificateshall be entitled to receive in exchange therefor the Merger Consideration (subject to theprovisions of Section 2.2), and the Certificate so surrendered shall forthwith be canceled.          (c) If any payment of the Merger Consideration for shares of Company Capital Stock is to bemade in a name other than that in which the Certificate surrendered in exchange therefor isregistered, it shall be a condition of such payment that the Certificate be presented to theExchange Agent, accompanied by all documents required to evidence and effect the transfer ofownership thereof, and that the person requesting such payment shall pay to the Exchange Agent inadvance any transfer costs and expenses, including taxes, required by reason of the payment of theMerger Consideration to a person other than the registered holder of the Certificate surrendered,or required for any other reason, or shall establish to the satisfaction of the Exchange Agent thatsuch transfer costs and expenses, have been paid or are not payable.          (d) Until surrendered as contemplated by this Section 2.1 and except as otherwise providedherein, each Certificate shall be deemed at any time after the Effective Time to represent only theright to receive upon such surrender the Merger Consideration. Notwithstanding anything to thecontrary set forth herein, if any holder of shares of Company Capital Stock should be unable tosurrender the Certificates representing such shares because the Certificates have been lost ordestroyed, upon the making of an affidavit of that fact by the person claiming such Certificates tobe lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond insuch amount as may be determined to be adequate by Buyer as indemnity against any claim that may bemade against it with respect to such Certificates, such holder shall be entitled to receive theMerger Consideration. No interest shall be paid on any of the Merger Consideration.          2.2 Election and Proration Procedures.          (a) In accordance with Section 2.1(b), an election form (“Election Form”) and the othermaterials specified in Section 2.1(b)(i)-(iv), as well as other appropriate and customary
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transmittal materials, in such form as Buyer and the Company shall mutually agree shall bemailed no less than thirty-five (35) days prior to the anticipated Effective Time or on such otherdate as the Company and Buyer shall mutually agree (“Mailing Date”) to each holder of record ofCompany Capital Stock as of five (5) business days prior to the Mailing Date (“Election Form RecordDate”). Buyer shall make available one or more Election Forms as may be reasonably requested byall persons who become holders (or beneficial owners) of Company Capital Stock after the ElectionForm Record Date and prior to the Election Deadline, and the Company shall provide to the ExchangeAgent all information reasonably necessary for it to perform its obligations as specified herein.Each Election Form shall permit the holder (or the beneficial owner through appropriate andcustomary documentation and instructions) to elect (an “Election”) to receive either (i) BuyerCommon Stock (a “Stock Election”) with respect to all of such holder’s Company Capital Stock, (ii)cash (a “Cash Election”) with respect to all of such holder’s Company Capital Stock, or (iii) BuyerCommon Stock with respect to a percentage of such holder’s Company Capital Stock (a “CombinationStock Election”) and cash with respect to the remainder of such holder’s Company Capital Stock (a“Combination Cash Election”), subject to the provisions contained in this Agreement. Any CompanyCapital Stock (other than Dissenting Shares) with respect to which the holder (or the beneficialowner, as the case may be) shall not have submitted to the Exchange Agent an effective, properlycompleted Election Form received prior to the Election Deadline shall be deemed to be “UndesignatedShares” hereunder.          (b) Any Election shall have been properly made and effective only if the Exchange Agent shallhave actually received a properly completed Election Form by 5:00 p.m. California time on orbefore the thirtieth (30th) day following the Mailing Date, or such other time and date as Buyerand the Company may mutually agree (the “Election Deadline”). An Election Form shall be deemedproperly completed only if an Election is indicated for each share of Company Capital Stock coveredby such Election Form. Any Election Form may be revoked or changed by the person submitting suchElection Form at or prior to the Election Deadline. In the event an Election Form is revoked priorto the Election Deadline, the shares of Company Capital Stock represented by such Election Formshall automatically become Undesignated Shares unless and until a new Election is properlycompleted and made with respect to such shares on or before the Election Deadline, and, if suchrevoked Election Form was delivered to the Exchange Agent accompanied by Certificates representedby such Election Form, Buyer shall cause such Certificates to be promptly returned without chargeto the person submitting the revoked Election Form upon written request from the holder whosubmitted such Election Form. Subject to the terms of this Agreement and of the Election Form, theExchange Agent shall have reasonable discretion to determine whether any election, revocation orchange has been properly or timely made and to disregard immaterial defects in the Election Forms,and any decisions of Buyer and the Company required by the Exchange Agent and made in good faith indetermining such matters shall be binding and conclusive. Neither Buyer nor the Exchange Agentshall be under any obligation to notify any person of any defect in an Election Form.          (c) Buyer shall use commercially reasonable efforts to cause the Exchange Agent to effect theallocation among the holders of Company Capital Stock of rights to receive the Per Share CashConsideration or the Per Share Stock Consideration in the Merger as follows:
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               (i) Number of Stock Elections is Less Than the Stock Conversion Number. If theaggregate number of Stock Election Shares (on the basis of valid Election Forms received by theElection Deadline) is less than the Stock Conversion Number, then                    (A) each Stock Election Share will be, as of the Effective Time, converted into the Per ShareStock Consideration,                    (B) the Exchange Agent will allocate from among the Undesignated Shares, pro rata to theholders of Undesignated Shares in accordance with their respective numbers of Undesignated Shares,a sufficient number of Undesignated Shares so that the sum of such number and the number of StockElection Shares equals the Stock Conversion Number, and each such allocated Undesignated Share(each, a “Stock-Selected Undesignated Share”) will be, as of the Effective Time, converted into thePer Share Stock Consideration, provided that if the sum of all Undesignated Shares and StockElection Shares is equal to or less than the Stock Conversion Number, all Undesignated Shares willbe Stock-Selected Undesignated Shares,                    (C) if the sum of Stock Election Shares and Undesignated Shares is less than the StockConversion Number, the Exchange Agent will allocate from among the Cash Election Shares, pro ratato the holders of Cash Election Shares in accordance with their respective numbers of Cash ElectionShares, a sufficient number of Cash Election Shares so that the sum of such number, the number ofall Stock Election Shares and the number of all Undesignated Shares equals the Stock ConversionNumber, and each such allocated Cash Election Share (each, a “Converted Cash Election Share”) willbe, as of the Effective Time, converted into the Per Share Stock Consideration, and                    (D) each Undesignated Share that is not a Stock-Selected Undesignated Share and each CashElection Share that is not a Converted Cash Election Share will be, as of the Effective Time,converted into the right to receive the Per Share Cash Consideration.               (ii) Number of Stock Elections is Greater Than the Stock Conversion Number. If theaggregate number of Stock Election Shares (on the basis of valid Election Forms received by theElection Deadline) is greater than the Stock Conversion Number, then                    (A) each Cash Election Share and Undesignated Share will be, as of the Effective Time,converted into the right to receive the Per Share Cash Consideration,                    (B) the Exchange Agent will allocate from among the Stock Election Shares, pro rata to theholders of Stock Election Shares in accordance with their respective numbers of Stock ElectionShares, a sufficient number of Stock Election Shares (“Converted Stock Election Shares”) so thatthe difference of (x) the number of Stock Election Shares less (y) the number of Converted StockElection Shares equals the Stock Conversion Number, and each Converted Stock Election Share willbe, as of the Effective Time, converted into the right to receive the Per Share Cash Consideration,and
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                    (C) each Stock Election Share that is not a Converted Stock Election Share will be, as of theEffective Time, converted into the Per Share Stock Consideration.               (iii) Number of Stock Elections is Equal to the Stock Conversion Number. If theaggregate number of Stock Election Shares (on the basis of Election Forms received by the ElectionDeadline) is equal to the Stock Conversion Number, then                    (A) each Stock Election Share will be, as of the Effective Time, converted into the Per ShareStock Consideration, and                    (B) each Cash Election Share and Undesignated Share will be, as of the Effective Time,converted into the right to receive the Per Share Cash Consideration.               (iv) Notwithstanding any other provision of this Agreement (but subject to the provisocontained in the last sentence of Section 1.5(a) hereof), after application of the allocation rulesset forth in the preceding subsections of this Section 2.2(c), Buyer shall be authorized toreallocate cash and shares of Buyer Common Stock among the holders of the Company Capital Stock ingood faith, and in such a manner as Buyer reasonably determines to be fair and equitable, or tovary the number of shares of Buyer Common Stock to be issued in the Merger, if and to the extentnecessary in Buyer’s reasonable discretion to secure the tax opinions described in Section 8.2(g)and Section 8.3(e) below.               (v) Notwithstanding any other provision of this Agreement (other than Section 2.2(c)(iv)hereof), all shares of Company Capital Stock that are outstanding immediately prior to theEffective Time and that were formerly, but have ceased to be, Dissenting Shares shall be deemed“Undesignated Shares.”          (d) Appendix II hereto contains illustration of allocations made under Section 2.2(c) hereof.Any information set forth in Appendix II is illustrative only. In the event of any inconsistencybetween Section 2.2(c) and Appendix II, Section 2.2(c) shall control.          (e) The calculations required by Section 2.2(c) above shall be prepared by Buyer prior to theEffective Time and shall be set forth in a certificate executed by the Chief Financial Officer ofBuyer and furnished to the Company at least two (2) business days prior to the Effective Timeshowing the manner of calculation in reasonable detail. Any calculation of a portion of a share ofBuyer Common Stock shall be rounded to the nearest ten-thousandth of a share, and any cash paymentshall be rounded to the nearest cent.          (f) No dividends or other distributions of any kind that are declared payable to holders ofrecord of Buyer Common Stock after the Effective Time will be paid to persons entitled to receivecertificates representing such Buyer Common Stock until such persons surrender their Certificates.Upon surrender of such Certificates, the holders thereof shall be paid, without interest, anydividends or other distributions with respect to shares of Buyer Common Stock as to which therecord date and payment date occurred after the Effective Time and on or before the date ofsurrender.
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          (g) All dividends or distributions, and any cash to be paid pursuant to Section 1.5(b) hereofin lieu of fractional shares, that are held by the Exchange Agent for payment or delivery to theholders of unsurrendered Certificates and are unclaimed at the end of one year from the date of theEffective Time, shall (together with any interest earned thereon) at such time be paid orredelivered by the Exchange Agent to Buyer, and after such time any holder of a Certificate who hasnot surrendered such Certificate to the Exchange Agent shall, subject to applicable law, only havethe rights of a general creditor of Buyer for payment or delivery by Buyer of such dividends ordistributions or cash, as the case may be.Buyer, Merger Sub, the Company or the Exchange Agent shall be entitled to deduct and withhold fromthe Merger Consideration otherwise payable pursuant to this Agreement such cash amounts as Buyer,Merger Sub, the Company or the Exchange Agent are required to deduct and withhold under the Code,or any provision of state, local or foreign law with respect to the making of such payment. To theextent the amounts are so withheld by Buyer, Merger Sub, the Company or the Exchange Agent, suchwithheld amounts shall be treated for all purposes of this Agreement as having been paid to theholder of shares of the Company Capital Stock in respect of whom such deduction and withholding wasmade by Buyer, Merger Sub, the Company or the Exchange Agent.     2.3 Further Transfers of Company Capital Stock. From and after the Effective Time,the stock transfer books of the Company shall be closed and no transfer of shares of CompanyCapital Stock theretofore outstanding shall thereafter be made. If, after the Effective Time,Certificates representing such shares are presented for transfer to the Surviving Company or theExchange Agent, they shall be cancelled and exchanged for the Merger Consideration as provided inthis Article II.     2.4 Dissenting Shares. Any Dissenting Shares of Company Capital Stock held by personswho have perfected their rights with respect to such Dissenting Shares under Sections 14-2-1321 and14-2-1323 of the GBCC shall not be converted pursuant to this Agreement, but the holders thereofshall be entitled to such rights as are granted them under Section 14-2-1325 of the GBCC. Eachholder of Dissenting Shares who is entitled to payment for such holder’s shares of Company CapitalStock pursuant to Section 14-2-1325 of the GBCC shall only receive payment from Buyer in an amountas determined pursuant to the procedures set forth in Section 14-2-1325 of the GBCC.     2.5 Alternative Method. Notwithstanding any provision of this Agreement to thecontrary, upon written notice to the Company, Buyer may, at any time prior to the Effective Time,to the extent permitted by law without a further vote of the shareholders of the Company, changethe method of effecting the Merger or the making of Merger Consideration available to the Company’sshareholders if, and to the extent, it deems such change to be necessary, appropriate or desirable;provided, however, that no such change shall alter or reduce the type or amount of the MergerConsideration or the status of the Merger as a “reorganization” within the meaning of Section368(a) of the Code; and provided further that any such change shall be subject to the provisocontained in the last sentence of Section 1.5(a) hereof.
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**ARTICLE III****DISCLOSURE SCHEDULES; REPRESENTATIONS**