Bank Merger. The Parties shall stand ready to consummate the Bank Merger immediately after the Merger.
Bank Merger. Immediately following the Merger, Xxxxxx City Savings Bank, a federal savings association and wholly owned Subsidiary of Xxxxxx (“Xxxxxx Bank”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust Company, a bank chartered under the laws of the State of New York and a wholly owned Subsidiary of M&T (“M&T Bank”). M&T Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company, and, following the Bank Merger, the separate existence of Xxxxxx Bank shall cease. The parties agree that the Bank Merger shall become effective immediately following the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a form to be specified by M&T in consultation with Xxxxxx (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals for the Bank Merger, M&T and Xxxxxx shall cause the following to be accomplished prior to the filing of applications for Regulatory Approval: (i)(A) Xxxxxx shall cause Xxxxxx Bank to approve the Subsidiary Plan of Merger, (B) Xxxxxx, as the sole shareholder of Xxxxxx Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Bank and delivered to M&T, and (ii)(A) M&T shall cause M&T Bank to approve the Subsidiary Plan of Merger, (B) M&T, as the sole shareholder of M&T Bank, shall approve the Subsidiary Plan of Merger and (C) M&T shall cause the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to Xxxxxx. Prior to the Effective Time, Xxxxxx shall cause Xxxxxx Bank, and M&T shall cause M&T Bank, to execute such certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. M&T shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of M&T Bank, the number of directors constituting the Board of Directors of M&T Bank shall be increased by one and Xxxxxx’x CEO shall be appointed as a director of M&T Bank.
Bank Merger. Except as provided below, immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, CharterBank, a federal savings and loan association and a direct wholly-owned subsidiary of Charter (“CharterBank”), shall be merged (the “Bank Merger”) with and into CenterState Bank, N.A., a national banking association and a direct wholly-owned subsidiary of CenterState (“CenterState Bank”), in accordance with the provisions of applicable federal banking laws and regulations, and CenterState Bank shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal banking laws and regulations, and the boards of directors of the Parties shall cause the board of directors of CenterState Bank and CharterBank, respectively, to approve a separate plan of merger and merger agreement (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit C, and cause the Bank Plan of Merger to be executed and delivered as soon as practicable following the date of execution of this Agreement. Each of CenterState and Charter shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Bank and CharterBank, respectively. As provided in the Bank Plan of Merger, the Bank Merger may be abandoned at the election of CenterState Bank at any time, whether before or after filings are made for regulatory approval of the Bank Merger unless such abandonment would cause a material delay in the receipt of the Regulatory Approvals, but if the Bank Merger is abandoned for any reason, CharterBank shall continue to operate as a wholly owned subsidiary of CenterState.
Bank Merger. Immediately following the Effective Time, Park Sterling Bank, a North Carolina-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“Park Sterling Bank”), will merge (the “Bank Merger”) with and into South State Bank, a South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of Park Sterling Bank shall cease. The parties agree that, subject to the receipt of Regulatory Approvals, the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent and reasonably acceptable to the Company (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause Park Sterling Bank to approve the Bank Merger Agreement; the Company, as the sole shareholder of Park Sterling Bank, shall approve the Bank Merger Agreement; and the Company shall cause Park Sterling Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the Company shall cause Park Sterling Bank, and Parent shall cause Parent Bank, to execute such articles of merger and any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.
Bank Merger. 34 5.13 Organization of Merger Sub................................................................34 5.14
Bank Merger. Immediately following the Effective Time or as promptly as practicable thereafter (unless otherwise determined by Buyer in its sole discretion), Company Bank will be merged with and into Buyer Bank upon the terms and with the effect set forth in the Plan of Merger and Merger Agreement, substantially in the form attached hereto as Exhibit C (the “Plan of Bank Merger”).
Bank Merger. Prior to the Effective Time, the Boards of Directors of SNB and the Bank will execute the Bank Merger Agreement. Subject to the terms and conditions of this Agreement and the Bank Merger Agreement, immediately following the Merger, the Bank shall be merged with and into SNB in accordance with the provisions of 12 U.S.C. Section 215a and with the effect provided in 12 U.S.C. Section 215a. SNB shall be the surviving bank (the “Surviving Bank”) resulting from the Bank Merger and the separate existence of the Bank shall thereupon cease. SNB shall continue to be governed by the Laws of the United States, and the separate existence of SNB with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Bank Merger. Subject to the satisfaction of the conditions to closing set forth in the Bank Merger Agreement, the Bank Merger shall occur immediately following the Merger unless otherwise determined by Seacoast in its discretion.
Bank Merger. (a) As soon as practicable after the execution of this Agreement, or on such later date as SHBI and TCFC shall agree, SHBI and TCFC shall cause Shore United and CBC, respectively, to enter into the Bank Merger Agreement, the form of which is attached hereto as Annex D, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed by any Governmental Authority and the terms of the Bank Merger Agreement, promptly after consummation of the Merger. Shore United shall be the surviving entity in the Bank Merger (Shore United, as the surviving entity of the Bank Merger, is sometimes referred to herein as the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of CBC shall cease.
(b) The Bank Merger Agreement provides that, subject to Section 6.12 of this Agreement, the directors of the Surviving Bank immediately after the Bank Merger shall be the directors of Shore United immediately prior to the Bank Merger; provided that (i) immediately prior to the Bank Merger, Shore United shall cause three (3) of Shore United's existing directors to resign and (ii) effective as of the Bank Merger, (A) Shore United shall increase the number of members of the Shore United Board from fifteen (15) members to twenty (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve as a director of the Surviving Bank for the remainder of his or her term and until such director's or appointee's successor shall be duly elected and qualified. The executive officers of the Surviving Bank immediately after the Bank Merger shall be set forth in Section 6.12(b).
(c) Each of SHBI and TCFC shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effecti...
Bank Merger. (a) Community Banks has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of the Bank Plan of Merger by Community Banks and the consummation by Community Banks of the Bank Merger have been (or will be) duly and validly approved by the Board of Directors of Community Banks and by CMTY as sole shareholder of Community Banks, and no other corporate proceedings on the part of Community Banks are necessary to consummate the Bank Merger. Subject to receipt of required approvals of Regulatory Authorities, the Bank Plan of Merger, upon its execution and delivery by Community Banks concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of Community Banks, enforceable against Community Banks in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
(b) The execution and delivery of the Bank Plan of Merger and the consummation of the Bank Merger will not:
(i) conflict with or result in a breach of any provision of the respective articles of incorporation or association or bylaws of CMTY or Community Banks;
(ii) subject to receipt of required approvals of Regulatory Authorities, violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to CMTY or Community Banks or any of their respective properties or assets; or
(iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of CMTY or Community Banks under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which CMTY or Community Banks is a party, or by which they or any of their respective properties or assets may be bound or affected; excluding from clauses (ii) and (iii) any such items which, in the aggregate, would not have a Material Adverse Effect.
Bank Merger. The parties will cooperate and use their reasonable best efforts to effect the Bank Merger at a time to be determined following the Merger. At the effective time of the Bank Merger, the separate existence of the Bank will terminate. Acquiror Bank will be the surviving bank and will continue its existence under applicable Legal Requirements. The Bank Merger shall be accomplished pursuant to the statutory bank merger agreement in form attached hereto as Exhibit B.
