Letter Agreement Confirming Merger Closing Date Among Madison Bancorp, CVLY Corp., and Codorus Valley Bancorp
This letter agreement, dated December 9, 2014, is between Madison Bancorp, Inc., CVLY Corp., and Codorus Valley Bancorp, Inc. It confirms that the closing date for their previously agreed merger will be January 16, 2015. The parties acknowledge that most conditions for closing have been met, except for specific covenants that remain outstanding. The agreement states that the merger will be completed once these remaining covenants are fulfilled, unless there is a willful breach by any party before the closing date.
Exhibit 2.1
| 105 Leader Heights Road Ÿ P.O. Box 2887 Ÿ York, PA ###-###-#### Ÿ ###-###-#### Ÿ Fax ###-###-#### Ÿ www.peoplesbanknet.com |
December 9, 2014
Re: Agreement and Plan of Merger dated July 22, 2014
Madison Bancorp, Inc.
8615 Ridgely’s Choice Dr., Suite 111
Baltimore, MD 21236
Attn: Michael P. Gavin, President & CEO
Dear Mike:
We are writing to confirm that, pursuant to Section 9.1 of that certain Agreement and Plan of Merger by and among Madison Bancorp, Inc. (“Madison”), CVLY Corp. (“CVLY”) and Codorus Valley Bancorp, Inc. (“Codorus”), dated July 22, 2014 (the “Agreement”), Madison, CVLY and Codorus agree that the Closing Date, as defined in the Agreement, will be January 16, 2015. CVLY and Codorus further agree and acknowledge that all conditions precedent set forth in Sections 7.1 and 7.2 of the Agreement have been satisfied as of the date hereof, except that the covenant set forth in Section 2.1(f) has not been satisfied, and Madison further agrees and acknowledges that all conditions precedent set forth in Sections 7.1 and 7.3 of the Agreement have been satisfied as of the date hereof, except that the covenant set forth in Section 6.11 has not been satisfied. Each of Madison, on the one hand, and CVLY and Codorus, on the other hand, agrees that, upon the performance of the covenant to be performed by the other party(ies) described in the preceding sentence, it will consummate the Closing, as defined in the Agreement, unless, between the date hereof and January 16, 2015, there has been a willful breach by the other party(ies) of a representation, warranty or covenant contained in the Agreement.
| Sincerely, | ||
| CODORUS VALLEY BANCORP, INC. | ||
| By: | /s/ Larry J. Miller | |
| Larry J. Miller President & CEO | ||
December 2, 2014
Page 2
| CVLY CORP. | ||
| By: | /s/ Larry J. Miller | |
| Larry J. Miller President & CEO | ||
Accepted and agreed this 9th day of December, 2014.
MADISON BANCORP, INC.
| By: | /s/ Michael P. Gavin |
| Michael P. Gavin, President & CEO |
