Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the Effective Time, pursuant to the terms of the Merger Agreement, in exchange for each share of the Company's common stock, the Company's shareholders received 0.5000 shares of Blue Ridge common stock, plus cash in lieu of any fractional shares (the "Merger Consideration"). Each option to purchase shares of the Company's common stock, whether vested or unvested, was converted into an option to acquire shares of Blue Ridge common stock, on terms and conditions adjusted as provided for in the Merger Agreement. Each restricted stock award of the Company that was unvested or contingent vested and was converted into the right to receive the merger consideration payable under the Merger Agreement with respect to shares of the Company's common stock.
The foregoing summary of the Merger Agreement and the Mergers is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth under Item 2.01 is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
On
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Also on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Reorganization, dated as ofAugust 12, 2020 , as amended onNovember 6, 2020 , by and between Blue Ridge Bankshares, Inc. andBay Banks of Virginia, Inc. (incorporated by reference to Appendix A to the joint proxy statement/prospectus included in Amendment No. 1 to the Company's Registration Statement on Form S-4 (File No. 333-249438) filed onDecember 9, 2020 ). (Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. Such schedules and attachments are described in the Agreement and Plan of Reorganization. Blue Ridge Bankshares, Inc. agrees to furnish supplementally to theSecurities and Exchange Commission a copy of any omitted schedule or attachment upon request.). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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