WESTERN ALLIANCE BANK
ARTICLES OF AMENDMENT AND MERGER OF FIRST INDEPENDENT BANK OF NEVADA, a Nevada corporation INTO ALLIANCE BANK OF ARIZONA, an Arizona corporation
The undersigned corporations adopt the following Articles of Merger for the purpose of merging First Independent Bank of Nevada, a Nevada corporation (the “Merging Corporation”) into Alliance Bank of Arizona, an Arizona corporation (the “Surviving Corporation”), pursuant to the Agreement and Plan of Merger attached hereto as Exhibit A. EXHIBIT A. AGREEMENT AND PLAN OF MERGER OF FIRST INDEPENDENT BANK OF NEVADA, a Nevada corporation, and ALLIANCE BANK OF ARIZONA, an Arizona corporation. This Agreement and Plan of Merger dated as of October 15, 2010 (this “Agreement” ) is between First Independent Bank of Nevada, a Nevada corporation and Alliance Bank of Arizona, an Arizona corporation (“ABA”). FIB and ABA are sometimes referred to in this Agreement as the “Constituent Entities.” RECITALS. A. FIB is a corporation organized and existing under the laws of the State of Nevada and has 1,120,074 shares of common stock, par value $0.00 per share, issued and outstanding, all of which are held by Western Alliance Bancorporation (“WAL”). B. ABA is a corporation organized and existing under the laws of the State of Arizona and has 2,000 shares of common stock, par value $0.001 per share, issued and outstanding, all of which are held by WAL. C. The respective Boards of Directors of each of FIB and ABA, and WAL, as the sole stockholder of each of FIB and ABA, deem it advisable that the Constituent Entities merge into a single corporation and have approved this Agreement. AGREEMENT. In consideration of the mutual agreements and covenants set forth herein, FIB and ABA hereby agree, subject to the terms and conditions hereinafter set forth, as follows: 1. Merger. 1.1 Merger. In accordance with the provisions of this Agreement and the Nevada Revised Statutes (“N.R.S.”) and the Arizona Revised Statutes FIB shall be merged with and into ABA (the “Merger”), the separate existence of FIB shall cease and ABA shall be, and is sometimes referred to below as, the “Surviving Corporation,” and the name of the Surviving Corporation shall be Western Alliance Bank (“WAB”). 1.2 Filing and Effectiveness. The effective date and time of the Merger shall be December 31, 2010 at 5:00 p.m., as set forth in the Articles of Amendment and Merger filed with the Arizona Corporation Commission and the Articles of Merger filed with the Secretary of State of Nevada pursuant to A.R.S. §10-1105 and N.R.S. §92A.200, respectively. The date and time when the Merger becomes effective is referred to in this Agreement as the “Effective Date of the Merger.” 1.3 Effect of the Merger. Upon the Effective Date of the Merger, (a) the separate existence of FIB shall cease, (b) the title to all real estate and other property owned by FIB shall be vested in the Surviving Corporation without reversion or impairment, (c) the Surviving Corporation shall have all of the liabilities of FIB, (d) any proceeding pending against FIB may be continued as if the merger had not occurred or the Surviving Corporation may be substituted in the proceeding for FIB, and (e) the Articles of Incorporation of the Surviving Corporation shall be amended as provided in Section 2.1 below, all as more fully provided under the applicable provisions of the A.R.S. and N.R.S. 2. Charter Documents, Directors and Officers. 2.1 Amendment to Articles of Incorporation. The Articles of Incorporation of ABA as in effect immediately prior to the Effective Date of the Merger shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation, except Article 1 is hereby Amended as follows: “The name of the corporation is Western Alliance Bank”. 2.2 Bylaws. The Bylaws of ABA as in effect immediately prior to the Effective Date of the Merger shall continue in full force and effect as the Bylaws of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law. 2.3 Directors and Officers. The directors and officers of ABA immediately prior to the Effective Date of the Merger shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or as otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation. 3. Conversion of Shares. Upon the Effective Date of the Merger, the shares of common stock of FIB issued and outstanding immediately prior thereto shall be converted into the right to receive, in the aggregate, One and No/100 Dollar ($1.00). 4. General. 4.1 Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and delivered on behalf of FIB such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other actions, as shall be appropriate or necessary in order to vest or perfect in or conform of record or otherwise by the Surviving Corporation the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of FIB or otherwise to carry out the purposes of this Agreement, and the officers and directors of WAB are fully authorized in the name and on behalf of FIB or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments. 4.2 Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of law. 4.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The undersigned authorized representatives of the Constituent Entities have executed and acknowledged this Agreement as of the date first set forth above. FIRST INDEPENDENT BANK OF NEVADA, a Nevada corporation, /s/ James DeVolld, Chief Executive Officer; ALLIANCE BANK OF ARIZONA, an Arizona corporation, /s/ James Lundy, Chief Executive Officer.
FIRST: The names of the corporations that were parties to the merger are: Name of Corporation: First Independent Bank of Nevada, Jurisdiction of Incorporation: Nevada; Alliance Bank of Arizona, Arizona.
SECOND: The name and address of the known place of business of the Surviving Corporation is Alliance Bank of Arizona, One E. Washington Street, Suite 1400, Phoenix, AZ 85004. The name and street address of the statutory agent of the Surviving Corporation is L and R Service Co, 40 N. Central Avenue, #1500, Phoenix, AZ 85004.
THIRD: Article 1 of the Articles of Incorporation of the Surviving Corporation is hereby amended as follows: “The name of the corporation is Western Alliance Bank”.
FOURTH: The designation and the number of shares outstanding and the number of votes entitled to be cast by each voting group entitled to vote separately on the merger are as follows: Name of Corporation: Merging Corporation, Designation of Each Class or Series of Shares: Common Stock, Number of Shares Outstanding in Each Series or Class: 1,120,074, Number of Votes Entitled to be Cast in Each Series or Class: 1,120,074; Surviving Corporation, Common Stock, 2,000, 2,000.
FIFTH: The total number of shares voted for and against the merger is as follows: Name of Corporation: Merging Corporation, Designation of Each Class or Series of Shares: Common Stock, Total Votes Cast “For” in Each Series or Class: 1,120,074, Total Votes Cast “Against” in Each Series or Class: 0; Surviving Corporation, Common Stock, 2,000, 0.
SIXTH: As to each corporation, the number of votes cast for the merger by each class or series of shares entitled to vote thereon was sufficient for approval by that class or series.
SEVENTH: The effective date and time of the merger shall be December 31, 2010 at 5:00 p.m.
IN WITNESS WHEREOF, the parties to the merger have caused these Articles of Merger to be executed in their respective corporate names by their duly authorized officers as of December 27, 2010. FIRST INDEPENDENT BANK OF NEVADA, a Nevada corporation, /s/ James DeVolld, Chief Executive Officer; ALLIANCE BANK OF ARIZONA, an Arizona corporation, /s/ Pamela Chan, Chief Financial Officer.
1/28, 2/4, 2/11, 2011 editions Arizona Capitol Times
