Attached files
| file | filename |
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| 8-K - UNION NATIONAL FINANCIAL CORP / PA | v204971_8k.htm |
| EX-99.1 - UNION NATIONAL FINANCIAL CORP / PA | v204971_ex99-1.htm |
EXHIBIT
2.1
AMENDMENT TO AGREEMENT AND
PLAN OF MERGER
THIS
AMENDMENT dated as of December 8, 2010 (this "Amendment") to the Agreement and
Plan of Merger dated as of April 19, 2010, as amended and restated on May 20,
2010 and as amended on September 1, 2010 (the "Agreement"), among DONEGAL
ACQUISITION INC. ("DAI"), DONEGAL FINANCIAL SERVICES CORPORATION ("DFSC"),
DONEGAL MUTUAL INSURANCE COMPANY ("DMIC"), DONEGAL GROUP INC. ("DGI") and UNION
NATIONAL FINANCIAL CORPORATION ("UNNF").
WITNESSETH:
WHEREAS,
DAI, DFSC, DMIC, DGI and UNNF, as permitted by Section 10.3 of the Agreement,
desire to amend the Agreement to the extent specified in this
Amendment;
NOW,
THEREFORE, DAI, DFSC, DMIC, DGI and UNNF, in consideration of the agreements and
covenants contained in this Amendment and in the Agreement and intending to be
legally bound hereby, covenant and agree as follows:
1. Amendment of Section 10.1(c)
of the Agreement. Section 10.1(c) of the Agreement is hereby
amended and restated so that, as amended and restated, said Section 10.1(c) of
the Agreement shall read in its entirety as follows:
"(c) Delay. By
DFSC or UNNF, if its Board of Directors so determines by vote of a majority of
the members of its entire Board, in the event that the Merger is not consummated
on or before 5:00 p.m., Eastern Daylight Time, on March 31, 2011, except to the
extent that the failure of the Merger to be consummated by such date shall be
due to the failure of the party seeking to terminate pursuant to this Section
10.1(c) to perform or observe the covenants and agreements of such party set
forth in this Agreement."
2. Ratification of Remainder of
the Agreement. Except for the amendment to Section 10.1(c) of
the Agreement as set forth in Section 1 of this Amendment, all of the terms and
provisions of the Agreement as heretofore amended are hereby ratified and
confirmed and shall remain in full force and effect.
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IN WITNESS WHEREOF, DAI, DFSC, DMIC,
DGI and UNNF, by their officers thereunto duly authorized, have executed this
Amendment as of the day and year first above written.
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DONEGAL
ACQUISITION INC.
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DONEGAL
GROUP INC.
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By:
/s/ Donald H.
Nikolaus
Donald
H. Nikolaus, President
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By:
/s/ Donald H.
Nikolaus
Donald
H. Nikolaus, President
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DONEGAL
FINANCIAL SERVICES
CORPORATION
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UNION
NATIONAL FINANCIAL
CORPORATION
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By:
/s/ Donald H.
Nikolaus
Donald
H. Nikolaus, President
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By:
/s/ Mark D.
Gainer
Mark
D. Gainer, President
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DONEGAL
MUTUAL INSURANCE
COMPANY
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By:
/s/ Donald H.
Nikolaus
Donald
H. Nikolaus, President
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