Articles of Incorporation, Bylaws and Management. The Articles of Incorporation and Bylaws of FCB in effect at the Effective Time shall be the Articles of Incorporation and Bylaws of FCB as the surviving entity in the Merger. The directors of FCB in office at the Effective Time shall constitute the Board of Directors of FCB as the surviving entity in the Merger and shall continue to hold such offices until removed as provided by law or until the election or appointment of their respective successors. The officers of FCB in office at the Effective Time shall continue to serve in their same positions as officers of FCB as the surviving entity in the Merger until removed as provided by law or until the election or appointment of their respective successors.
Articles of Incorporation, Bylaws and Management. The Articles of Incorporation and bylaws of FNB in effect at the Effective Time shall be the Articles of Incorporation and bylaws of the Surviving Corporation until thereafter amended in accordance with applicable laws. The officers and directors of FNB at the Effective Time shall continue to hold such offices and positions of the Surviving Corporation until removed as provided by law or until the election or appointment of their respective successors.
Articles of Incorporation, Bylaws and Management. The Articles of Incorporation and Bylaws of MFC in effect at the Effective Time shall be the Articles of Incorporation and Bylaws of MFC as the surviving corporation in the Merger, and the officers and directors of MFC in office at the Effective Time shall continue to hold such offices until removed as provided by law or until the election or appointment of their respective successors.
Articles of Incorporation, Bylaws and Management. The Articles of Incorporation and Bylaws of 1st Financial in effect at the Effective Time shall be the Articles of Incorporation and Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law. The officers and directors of 1st Financial at the Effective Time shall continue to hold such offices and positions of the Surviving Corporation until removed as provided by law or until the election or appointment and qualification of their respective successors.
Articles of Incorporation, Bylaws and Management. The Articles of Incorporation and the Bylaws of Bancorp in effect at the Effective Time will remain in effect until otherwise amended in accordance with law and the Bancorp Bylaws. The Articles of Incorporation and Bylaws of M&F Bank in effect at the Effective Time shall be the Articles of Incorporation and Bylaws of M&F Bank as the surviving corporation of the Merger. The directors and officers of Bancorp and M&F Bank in office at the Effective Time shall continue to hold such offices until removed as provided by law or until the election or appointment of their respective successors.
Articles of Incorporation, Bylaws and Management. The Articles of Incorporation and bylaws of the Bank in effect at the Effective Time shall be the Articles of Incorporation and bylaws of the Surviving Corporation until thereafter amended in accordance with applicable laws. The officers and directors of the Bank at the Effective Time shall continue to hold such offices and positions of the Surviving Corporation until removed as provided by law or until the election or appointment of their respective successors.
Articles of Incorporation, Bylaws and Management. The Articles of Incorporation and Bylaws of ACB in effect at the Effective Time shall be the Articles of Incorporation and Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law. The officers and directors of ACB at the Effective Time shall continue to hold such offices and positions of the Surviving Corporation until removed as provided by law or until the election or appointment and qualification of their respective successors.
Articles of Incorporation, Bylaws and Management. The Articles of Incorporation and bylaws of Carolina in effect at the Effective Time shall be the Articles of Incorporation and bylaws of the Surviving Corporation until thereafter amended in accordance with applicable laws. The officers and directors of Carolina at the Effective Time shall continue to hold such offices and positions of the Surviving Corporation until removed as provided by law or until the election or appointment of their respective successors.
Articles of Incorporation, Bylaws and Management. The Articles of ------------------------------------------------ Incorporation and Bylaws of Yadkin in effect at the Effective Time shall be the Articles of Incorporation and Bylaws of Yadkin as the surviving corporation in the Bank merger.
Articles of Incorporation, Bylaws and Management. The Articles of Incorporation and Bylaws of FCB in effect at the Effective Time shall be the Articles of Incorporation and Bylaws of FCB as the surviving corporation in the Merger. The directors of FCB in office at the Effective Time shall constitute the Board of Directors of FCB as the surviving corporation in the Merger and shall continue to hold such offices until removed as provided by law or until the election or appointment of their respective successors. The officers of FCB in office at the Effective Time shall continue to serve in their same positions as officers of FCB as the surviving corporation in the Merger until removed as provided by law or until the election or appointment of their respective successors. 7. Effective Time. The Merger will become effective at [___] [__].M. on [_______], 2005 (the “Effective Time”) A-3 Exhibit B [DRAFT FORM OF SUMMIT LEGAL OPINION] _________________, 2005 The Boards of Directors First Citizens Bancorporation, Inc. First Citizens Bank and Trust Company, Inc. ______________________ Columbia, SC 2______ RE: Merger of Summit Financial Corporation and Summit National Bank with First Citizens Bancorporation, Inc. and First Citizens Bank and Trust Company, Inc. Our File ____________ Gentlemen: [XxXxxx Firm Standard Introductory Paragraph(s)] Based upon and subject to the foregoing and the qualifications set forth below, it is our opinion that: 1. Each of the SFC Companies (i) is validly existing as a business corporation and a national bank, respectively, under the laws of South Carolina in the case of SFC, FFI and SIS, and of the United States in the case of SNB, (ii) has all requisite corporate power and authority to own its properties and conduct its businesses as now being conducted as described in SFC’s Form 10-K for the year ended December 31, 2004, and (iii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned or leased by it therein and of which we have Actual Knowledge, or in which the transaction of its businesses of which we have Actual Knowledge, makes such qualification necessary, except where failure so to qualify would not have a SFC Material Adverse Effect. 2. SFC and SNB each has the corporate power and authority to execute and deliver the Agreement and to perform its obligations and agreements and carry out the transactions described therein, all corporate proceedings required to be taken to authorize each of them to ente...
