Approval of Merger and Delivery of Merger Agreement Sample Clauses

Approval of Merger and Delivery of Merger Agreement. The Merger Agreement and the transactions contemplated therein shall have been approved by the Board of Directors and the stockholders of FARMERS in accordance with applicable law and the Charter and bylaws of FARMERS, and the proper officers of FARMERS shall have executed and delivered to ILLINI copies of the Merger Agreement and articles of merger, in form suitable for filing with the FDIC and the Commissioner, and shall have executed and delivered all such other certificates, statements or other instruments as may be necessary or appropriate to effect such filings.
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Approval of Merger and Delivery of Merger Agreement. The Merger Agreement and the transactions contemplated therein shall have been approved by the Board of Directors and sole shareholder of INTERIM BANK in accordance with its Charter, bylaws and the proper officers of INTERIM BANK shall have executed and delivered to FARMERS copies of the Merger Agreement and articles of merger, in form suitable for filing with the FDIC and the Commissioner, and shall have executed and delivered all such other certificates, statements or other instruments as may be necessary or appropriate to effect such filings.
Sample 1
Approval of Merger and Delivery of Merger Agreement. The Merger Agreement and the transactions contemplated therein shall have been approved by the shareholders of FOCC in accordance with the WBCL and the Articles of Incorporation and By-Laws of First Ozaukee and the proper officers of First Ozaukee shall have executed and delivered to Buyer and CIBAC copies of the Plan of Merger in form suitable for filing with the Wisconsin Department of Financial Institutions as part of the Articles of Merger.
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Approval of Merger and Delivery of Merger Agreement. The Merger Agreement and the transactions contemplated therein shall have been approved by the Board of Directors and sole shareholder of CIBAC in accordance with governing statutes and the respective Articles of Incorporation and By-Laws of each of Buyer and CIBAC. The proper officers of each of Buyer and CIBAC shall have executed copies of Plan of Merger in form suitable for filing with the Wisconsin Department of Financial Institutions as part of the Articles of Merger.
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Related to Approval of Merger and Delivery of Merger Agreement

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Authorization of Merger All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

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