Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - Independent Bank Group, Inc. | exhibit32_2q12017.htm |
| EX-32.1 - EXHIBIT 32.1 - Independent Bank Group, Inc. | exhibit32_1q12017.htm |
| EX-31.2 - EXHIBIT 31.2 - Independent Bank Group, Inc. | exhibit31_2q12017.htm |
| EX-31.1 - EXHIBIT 31.1 - Independent Bank Group, Inc. | exhibit31_1q12017.htm |
| 10-Q - 10-Q - Independent Bank Group, Inc. | a201710-qq1.htm |
CERTIFICATE OF MERGER
OF
CARLILE BANCSHARES, INC.
with and into
INDEPENDENT BANK GROUP, INC.
Pursuant to the provisions of Chapter 10 of the Texas Business Organizations Code (the “TBOC”) Independent Bank Group, Inc. (“IBG”) and Carlile Bancshares, Inc. (“CBI”) (together with IBG, the “Merging Parties”) certify the following certificate of merger was adopted for the purpose of effecting a merger in accordance with Chapter 10 of the TBOC (the “Merger”).
1.Parties to the Merger. The name, organizational form, state of incorporation, and secretary of state file number of each corporation that is a party to the Merger are as follows:
Name of Merging Party | Entity Type | State of Organization | Texas SOS Filing Number | Surviving Entity |
Independent Bank Group, Inc. | For profit corporation | Texas | 800125042 | Yes |
Carlile Bancshares, Inc. | For profit corporation | Texas | 801073254 | No |
2. Plan of Merger. An Agreement and Plan of Reorganization (the “Agreement”) was approved and adopted in accordance with Chapter 10 of the TBOC providing for the combination of IBG and CBI and resulting in IBG being the surviving entity in the Merger. An executed copy of the Agreement is on file at the principal place of business of IBG, at 1600 Redbud Blvd., Suite 400, McKinney, Texas 75069, and a copy of the Agreement will be furnished by such entity, on written request and without cost, to any shareholder of each domestic corporation that is a party to the Agreement and to any creditor or obligee of the parties to the Merger at the time of the Merger if such obligations are then outstanding.
3. Amendments. In accordance with the Agreement, from and after the date hereof, the Certificate of Formation and Bylaws of IBG shall continue in effect as the Certificate of Formation and the Bylaws of the surviving entity until amended in accordance with applicable law. No amendments to the Certificate of Formation will be effected by the Merger.
4. Organizations Created by Merger. No new domestic corporation or other entity will be created pursuant to the Agreement.
5. Approval of the Agreement. The Agreement and the performance of its terms were duly authorized by all action required by the laws under which each corporation was incorporated and by each corporation's constituent documents.
6. Tax Certificate. IBG, as the surviving corporation, will be responsible for and obligated to pay all fees and franchise taxes of each Merging Party.
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7. Effectiveness of Filing. The Merger shall become effective as of 12:01 a.m., Texas time, April 1, 2017, in accordance with the provisions of the TBOC.
(Signature Page to Certificate of Merger)
Execution
The undersigned sign this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. The undersigned certify that the statements contained herein are true and correct, and that the persons signing are authorized under the provisions of the TBOC, or other law applicable to and governing the merging entity, to execute the filing instrument.
Date: Effective as of March 31, 2017
INDEPENDENT BANK GROUP, INC. | CARLILE BANCSHARES, INC. | |
By: /s/ David R. Brooks | By: /s/ Tom C. Nichols | |
David R. Brooks Chairman of the Board and CEO | Tom C. Nichols Chairman of the Board and CEO | |
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