Articles of Incorporation; Bylaws; Directors; Officers; Offices. (i) The articles of incorporation and bylaws of the Continuing Corporation following the Merger Effective Date shall be those of the Bank, as in effect immediately prior to the Merger Effective Date and until such documents are changed in accordance with applicable law.
(ii) The directors of the Bank following the Merger Effective Date, who shall hold office until such time as their successors are elected and qualified, shall consist of those persons who were directors of the Bank immediately prior to the Merger Effective Date. The name and address of each director of the Bank is set forth on Exhibit 1.
(iii) The officers of the Bank following the Merger Effective Date, who shall hold office until such time as their successors are elected and qualified, shall consist of those persons who were officers of the Bank immediately prior to the Merger Effective Date. The name and address of each executive officer of the Bank is set forth on Exhibit 2.
(iv) The banking offices of the Bank following the Merger Effective Date shall be those banking offices of the Bank immediately prior to the Merger Effective Date. The name and location of the main office and each existing and proposed branch office of the Bank is set forth on Exhibit 3.
Articles of Incorporation; Bylaws; Directors; Officers; Offices. (i) The articles of incorporation and bylaws of the Continuing Corporation following the Merger Effective Date shall be those of the Bank, as in effect immediately prior to the Merger Effective Date and until such documents are changed in accordance with applicable law.
(ii) The directors of the Bank following the Merger Effective Date, who shall hold office until such time as their successors are elected and qualified, shall consist of those persons who were directors of the Bank immediately prior to the Merger Effective Date. The name and address of each director of the Bank is set forth on Exhibit 1.
(iii) The directors of Floridian Bank following the Merger Effective Date, who shall hold office until such time as their successors are elected and qualified, shall consist of those persons who were directors of Floridian Bank immediately prior to the Merger Effective Date.
(iv) The officers of the Bank following the Merger Effective Date, who shall hold office until such time as their successors are elected and qualified, shall consist of those persons who were officers of the Bank immediately prior to the Merger Effective Date. The name and address of each executive officer of the Bank is set forth on Exhibit 2.
(v) The banking offices of the Bank following the Merger Effective Date shall be those banking offices of the Bank immediately prior to the Merger Effective Date. The name and location of the main office and each existing and proposed branch office of the Bank is set forth on Exhibit 3.
(vi) Following the Merger, the main office of BHC shall be relocated to the main office address of the Bank on or before December 31, 2008.
Articles of Incorporation; Bylaws; Directors; Officers; Offices. (i) The articles of incorporation and bylaws of the Continuing Bank following the Merger Effective Date shall be those as in effect immediately prior to the Merger Effective Date and shall thereafter remain in effect until changed in accordance with applicable Law.
(ii) The directors of the Continuing Bank following the Merger Effective Date, who shall hold office until such time as their successors are elected and qualified, shall consist of those individuals set forth on Exhibit 3.
(iii) The executive officers of the Continuing Bank following the Merger Effective Date, shall consist of those individuals set forth on Exhibit 4.
(iv) The banking offices of the Continuing Bank following the Merger Effective Date shall include those banking offices of each of Florida Bank and Anderen Bank which were in operation immediately prior to the Merger Effective Date and, as soon thereafter as they are able to commence operations, those banking offices which were approved but unopened branches of each of Florida Bank and Anderen Bank on the Merger Effective Date. The name and location of the main office and any existing and proposed branch office of Florida Bank is set forth on Exhibit 5.
(v) FBG shall cause AFI’s Florida Bank Nominee Directors, subject to the satisfaction of all legal and governance requirements regarding service as a director of Florida Bank, to be appointed to Florida Bank’s Board of Directors promptly following the Merger Effective Date. At each of the first two annual meeting of shareholders of Florida Bank following the Merger Effective Date at which directors of Florida Bank are to be elected by FBG (as sole shareholder of Florida Bank) or by written consent of FBG in lieu of such meetings, FBG shall cause AFI’s Florida Bank Nominee Directors to be elected as directors of Florida Bank, subject to the satisfaction of all legal and governance requirements regarding service as a director of Florida Bank.
