Common use of Bank Merger Clause in Contracts

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. Immediately following Simultaneously with the Merger, Xxxxxx City Savings Bryn Mawr 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 CompanyWSFS Bank, a bank chartered under with WSFS Bank as the laws of the State of New York and a wholly owned Subsidiary of M&T (“M&T Surviving 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 Following the Bank Merger, the separate existence of Xxxxxx Bryn Mawr Bank shall ceaseterminate. The parties Parties agree that the Bank Merger shall become effective immediately following simultaneously with the Effective TimeMerger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a the form to be specified by M&T in consultation with Xxxxxx of Exhibit C (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the Parties shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval of the Bank Merger: (i)(Ai) Xxxxxx Bryn Mawr shall cause Xxxxxx the board of directors of Bryn Mawr Bank to approve the Subsidiary Plan of Merger, (B) Xxxxxxand Bryn Mawr, as the sole shareholder of Xxxxxx Bryn Mawr Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx Bryn Mawr shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Bryn Mawr Bank and delivered to M&T, WSFS; (ii) Bryn Mawr shall cause the board of directors of Bryn Mawr Bank to approve the conversion of Bryn Mawr Bank to a federal savings bank immediately prior to the Effective Time (the “Charter Conversion”) and to file an application for the Charter Conversion with the Office of the Comptroller of the Currency (the “OCC”); and (ii)(Aiii) M&T WSFS shall cause M&T the board of directors of WSFS Bank to approve the Subsidiary Plan of Merger, (B) M&Tand WSFS, as the sole shareholder stockholder of M&T WSFS Bank, shall approve the Subsidiary Plan of Merger and (C) M&T WSFS shall cause the Subsidiary Plan of Merger to be duly executed by M&T WSFS Bank and delivered to XxxxxxBryn Mawr. Prior to the Effective Time, Xxxxxx Bryn Mawr shall cause Xxxxxx Bryn Mawr Bank, and M&T WSFS shall cause M&T WSFS Bank, to execute such and file applicable articles or certificates of merger and articles of combination merger, 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 simultaneously 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 BankMerger.

Bank Merger. Immediately following Simultaneously with the Merger, Xxxxxx City Savings Whitney National Bank, a federal savings national banking association and a wholly owned Subsidiary subsidiary of Xxxxxx Company (“Xxxxxx BankBank Subsidiary”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust CompanyXxxxxxx Bank of Louisiana, a bank chartered under the laws of the State of New York Louisiana banking organization and a wholly owned Subsidiary subsidiary of M&T Purchaser (“M&T Purchaser Bank”). M&T Purchaser Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company“Whitney Bank”, and, following the Bank Merger, the separate corporate existence of Xxxxxx Bank Subsidiary shall cease. The parties agree that the Bank Merger shall become effective immediately following simultaneously with 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 Purchaser and approved by Company, such approval not to be unreasonably withheld or delayed (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the parties hereto shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval: (i)(Ai) Xxxxxx Company shall cause Xxxxxx Subsidiary Bank to approve the Subsidiary Plan of Merger, (B) XxxxxxCompany, as the sole shareholder of Xxxxxx Subsidiary Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx Company shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Subsidiary Bank and delivered to M&T, Purchaser and (ii)(Aii) M&T Purchaser shall cause M&T Purchaser Bank to approve the Subsidiary Plan of Merger, (B) M&TPurchaser, as the sole shareholder of M&T Purchaser Bank, shall approve the Subsidiary Plan of Merger and (C) M&T Purchaser shall cause Purchaser Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to XxxxxxCompany. Prior to the Effective Time, Xxxxxx Company shall cause Xxxxxx Subsidiary Bank, and M&T Purchaser shall cause M&T Purchaser 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 simultaneously with the Effective Time. M&T The parties 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 Purchaser Bank, the number of directors constituting the Board of Directors of M&T Purchaser Bank shall be increased to 12 and 5 individuals who are currently directors of Company and who are mutually selected by one Purchaser and Xxxxxx’x CEO Company at least 10 Business Days prior to the date on which the Joint Proxy Statement (as hereinafter defined) is first mailed to the shareholders of either Company or Purchaser shall be appointed as directors of Purchaser Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of M&T BankCompany, then a successor to such individual who is currently an independent director of Company shall be mutually selected by Company and Purchaser and shall be duly appointed to the Board of Directors of Purchaser Bank as of the Effective Time pursuant to this Section 1.8.

Bank Merger. Immediately following the Merger, Xxxxxx City Savings BankBankTrust, an Alabama banking corporation and a federal savings association and wholly owned Subsidiary of Xxxxxx Target (“Xxxxxx Target Bank”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust CompanyTrustmark National Bank, a bank chartered under the laws of the State of New York national banking association and a wholly owned Subsidiary of M&T Buyer (“M&T Buyer Bank”). M&T Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company, “Trustmark National Bank,” and, following the Bank Merger, the separate corporate existence of Xxxxxx Target Bank shall cease. The parties Parties agree that the Bank Merger shall become effective immediately following simultaneously with 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 attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the Parties shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval: (i)(Ai) Xxxxxx Target shall cause Xxxxxx Target Bank to approve the Subsidiary Plan of Merger, (B) XxxxxxTarget, as the sole shareholder of Xxxxxx Target Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx Target shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Target Bank and delivered to M&T, Buyer and (ii)(Aii) M&T Buyer shall cause M&T Buyer Bank to approve the Subsidiary Plan of Merger, (B) M&TBuyer, as the sole shareholder of M&T Buyer Bank, shall approve the Subsidiary Plan of Merger and (C) M&T Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to XxxxxxTarget. Prior to the Effective Time, Xxxxxx Target shall cause Xxxxxx Target Bank, and M&T Buyer shall cause M&T Buyer Bank, to execute such articles or 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 simultaneously with the Effective Time. M&T The parties 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 Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the number date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors constituting of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of M&T Buyer Bank shall be increased by one and Xxxxxx’x CEO shall be appointed as a director of M&T Bankthe Effective Time pursuant to this Section 1.7.

Bank Merger. Immediately following Concurrently with the Merger, Xxxxxx City Savings Beneficial 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 CompanyWSFS Bank, a bank chartered under with WSFS Bank as the laws of the State of New York and a wholly owned Subsidiary of M&T (“M&T Surviving 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 Following the Bank Merger, the separate existence of Xxxxxx Beneficial Bank shall ceaseterminate. The parties Parties agree that the Bank Merger shall become effective immediately following concurrently with the Effective TimeMerger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a the form to be specified by M&T in consultation with Xxxxxx of Exhibit D (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the Parties shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval of the Bank Merger: (i)(Ai) Xxxxxx Beneficial shall cause Xxxxxx the board of directors of Beneficial Bank to approve the Subsidiary Plan of Merger, (B) XxxxxxBeneficial, as the sole shareholder stockholder of Xxxxxx Beneficial Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx Beneficial shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Beneficial Bank and delivered to M&T, WSFS and (ii)(Aii) M&T WSFS shall cause M&T the board of directors of WSFS Bank to approve the Subsidiary Plan of Merger, (B) M&TWSFS, as the sole shareholder stockholder of M&T WSFS Bank, shall approve the Subsidiary Plan of Merger and (C) M&T WSFS shall cause the Subsidiary Plan of Merger to be duly executed by M&T WSFS Bank and delivered to XxxxxxBeneficial. Prior to the Effective Time, Xxxxxx Beneficial shall cause Xxxxxx Beneficial Bank, and M&T WSFS shall cause M&T WSFS Bank, to execute such and file applicable articles or certificates of merger and articles of combination merger, 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 concurrently 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 BankMerger.

Bank Merger. Immediately On the Closing Date and immediately following the MergerEffective Time, Xxxxxx City Savings BankSouthwest Securities, FSB, a federal federally chartered savings association bank and wholly a wholly-owned Subsidiary subsidiary of Xxxxxx (“Xxxxxx Bank”)Company, will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust CompanyPlainsCapital Bank, a bank chartered under the laws Texas banking association and an indirect wholly-owned subsidiary of the State of New York and a wholly owned Subsidiary of M&T (“M&T Bank”)Purchaser. M&T PlainsCapital Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust CompanyPlainsCapital Bank, and, following the Bank Merger, the separate corporate existence of Xxxxxx Bank Southwest Securities, FSB shall cease. The parties agree that the Bank Merger shall become effective immediately following after the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in a form to be specified by M&T in consultation with Xxxxxx Purchaser and reasonably acceptable to Company (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the parties hereto shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval: (i)(Ai) Xxxxxx Company shall cause Xxxxxx Southwest Securities, FSB to adopt the Bank to approve the Subsidiary Plan of MergerMerger Agreement, (B) XxxxxxCompany, as the sole shareholder of Xxxxxx BankSouthwest Securities, FSB, shall approve the Subsidiary Plan of Bank Merger Agreement, and (C) Xxxxxx Company shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by Xxxxxx Bank Southwest Securities, FSB and delivered to M&T, PlainsCapital Bank and (ii)(Aii) M&T Purchaser shall cause M&T PlainsCapital Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, (B) M&TPurchaser shall cause PlainsCapital Corporation, as the sole shareholder of M&T PlainsCapital Bank, shall to approve the Subsidiary Plan of Bank Merger Agreement and (C) M&T Purchaser shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by M&T PlainsCapital Bank and delivered to XxxxxxSouthwest Securities, FSB. Prior to the Effective Time, Xxxxxx Company shall cause Xxxxxx BankSouthwest Securities, FSB, and M&T Purchaser shall cause M&T PlainsCapital Bank, to execute such certificates of merger and articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Purchaser and Company) as are necessary to make the Bank Merger effective (the “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. Immediately At the Effective Time and immediately following the Company Merger, First Federal Savings Bank of Xxxxxx City Savings Bank("First Federal"), a federal federally chartered savings association bank and wholly owned Subsidiary of Xxxxxx (“Xxxxxx Bank”)Xxxxxx, will merge (the “Bank Merger”) shall be merged with and into Manufacturers and Traders Trust CompanyMutual Federal Savings Bank ("Mutual First Bank"), a federally chartered savings bank chartered under the laws of the State of New York and a wholly wholly-owned Subsidiary of M&T (“M&T Bank”)Mutual First. M&T Bank shall be Such merger is hereinafter sometimes referred to as 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 substantially the form of Exhibit A. In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the parties hereto shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval: (i)(A) Xxxxxx shall cause the Board of Directors of First Federal to approve Subsidiary Plan of Merger, Xxxxxx as the sole stockholder of First Federal shall approve Subsidiary Plan of Merger, and Xxxxxx shall cause Subsidiary Plan of Merger to be duly executed by First Federal and delivered to Mutual First. Mutual First shall cause the Board of Directors of Mutual First Bank to approve The Subsidiary Plan of Merger, Mutual First as the sole stockholder of Mutual First Bank shall 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 Mutual First 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 Mutual First Bank and delivered to Xxxxxx. Prior to the Effective Time, Xxxxxx shall cause Xxxxxx Bank, First Federal and M&T Mutual First shall cause M&T Bank, Mutual First Bank to execute such certificates of merger and articles of combination and such other documents and certificates as are necessary to make effective the Bank Merger effective (“and cause such documents to be timely and appropriately filed and endorsed, where required, by the OTS so that the Bank Merger Certificates”) immediately following shall become effective at 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. Immediately following the MergerSecond Effective Time, Xxxxxx City Savings OmniAmerican Bank, a federal savings association and and, prior to the Second Effective Time, wholly owned Subsidiary subsidiary of Xxxxxx Company (the “Xxxxxx BankCompany Bank Subsidiary”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust CompanySouthside Bank, a bank chartered under the laws of the State of New York Texas banking corporation and a wholly owned Subsidiary subsidiary of M&T Parent (“M&T Parent Bank”). M&T Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company“Southside Bank”, and, following the Bank Merger, the separate corporate existence of Xxxxxx the Company Bank Subsidiary shall cease. The liquidation account established by Company Bank Subsidiary pursuant to 12 C.F.R. part 192 shall be assumed by Parent Bank following the Bank Merger. The parties agree that the Bank Merger shall become effective immediately following after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a substantially the form to be specified by M&T set forth in consultation with Xxxxxx Exhibit B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals for the Bank Merger, M&T and Xxxxxx the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory ApprovalApprovals: (i)(Aa) Xxxxxx Company shall cause Xxxxxx the Company Bank Subsidiary to approve the Subsidiary Plan of Merger, (B) Xxxxxx; Company, as the sole shareholder stockholder of Xxxxxx Bankthe Company Bank Subsidiary, shall approve the Subsidiary Plan of Merger Merger; and (C) Xxxxxx Company shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx the Company Bank Subsidiary and delivered to M&T, Parent and (ii)(Ab) M&T Parent shall cause M&T Parent Bank to approve the Subsidiary Plan of Merger, (B) M&T; Parent, as the sole shareholder stockholder of M&T Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and (C) M&T Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to XxxxxxCompany. Prior to the Second Effective Time, Xxxxxx the Surviving Parent Company shall cause Xxxxxx Bank, the Company Bank Subsidiary and M&T shall cause M&T Bank, Parent 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 after the Second 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. Immediately following Simultaneously with the Merger, Xxxxxx City Greater Delaware Valley Savings Bank D/B/A Alliance Bank, a federal Pennsylvania-chartered savings association bank and a wholly owned Subsidiary of Xxxxxx Alliance (“Xxxxxx Alliance Bank”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust CompanyWilmington Savings Fund Society, FSB, a federal savings bank chartered under the laws of the State of New York and a wholly owned Subsidiary of M&T WSFS (“M&T WSFS Bank”). M&T WSFS Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company“Wilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of Xxxxxx Alliance Bank shall ceaseterminate. The parties Parties agree that the Bank Merger shall become effective immediately following simultaneously with 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 attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the Parties shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval: (i)(Ai) Xxxxxx Alliance shall cause Xxxxxx Alliance Bank to approve the Subsidiary Plan of Merger, (B) XxxxxxAlliance, as the sole shareholder of Xxxxxx Alliance Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx Alliance shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Alliance Bank and delivered to M&T, WSFS and (ii)(Aii) M&T WSFS shall cause M&T WSFS Bank to approve the Subsidiary Plan of Merger, (B) M&TWSFS, as the sole shareholder stockholder of M&T WSFS Bank, shall approve the Subsidiary Plan of Merger and (C) M&T WSFS shall cause WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to XxxxxxAlliance. Prior to the Effective Time, Xxxxxx Alliance shall cause Xxxxxx Alliance Bank, and M&T WSFS shall cause M&T WSFS Bank, to execute such certificates of merger and articles of combination combination, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following simultaneously with 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. Immediately following Simultaneously with the Merger, Xxxxxx City Savings Indus-American Bank, a federal savings association New Jersey chartered bank and a wholly owned IAB Subsidiary of Xxxxxx (“Xxxxxx "IAB Bank”"), will merge (the “"Bank Merger”") with and into Manufacturers and Traders Trust CompanyBCB Community Bank, a New Jersey chartered bank chartered under the laws of the State of New York and a wholly owned BCB Subsidiary of M&T (“M&T "BCB Bank”"). M&T BCB Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company, "BCB Community Bank" and, following the Bank Merger, the separate corporate existence of Xxxxxx IAB Bank shall ceaseterminate. The parties Parties agree that the Bank Merger shall become effective immediately following simultaneously with 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 attached as Exhibit A hereto (the “"Subsidiary Plan of Merger”"). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the Parties shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval of the Bank Merger: (i)(Ai) Xxxxxx IAB shall cause Xxxxxx IAB Bank to approve the Subsidiary Plan of Merger, (B) Xxxxxx; IAB, as the sole shareholder of Xxxxxx IAB Bank, shall approve the Subsidiary Plan of Merger Merger, and (C) Xxxxxx IAB shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx IAB Bank and delivered to M&T, and BCB; (ii)(Aii) M&T BCB shall cause M&T BCB Bank to approve the Subsidiary Plan of Merger, (B) M&T; BCB, as the sole shareholder stockholder of M&T BCB Bank, shall approve the Subsidiary Plan of Merger and Merger; (Ciii) M&T BCB shall cause BCB Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to XxxxxxIAB. Prior to the Effective Time, Xxxxxx IAB shall cause Xxxxxx IAB Bank, ; and M&T (iv) BCB shall cause M&T BCB Bank, to execute such certificates of merger and articles of combination combination, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following simultaneously with 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. Immediately following As soon as practicable at or after the MergerEffective Time, Xxxxxx City Savings unless otherwise determined by COFI, Liberty Federal Bank, a federal federally chartered savings association bank and wholly owned Subsidiary of Xxxxxx Alliance (“Xxxxxx Bank”"Liberty Federal"), will merge (the “Bank Merger”) shall be merged with and into Manufacturers and Traders Trust CompanyCharter One Bank, F.S.B., a federally chartered savings bank chartered under the laws of the State of New York and a wholly wholly-owned Subsidiary of M&T Charter Michigan (“M&T "Charter One Bank”"). M&T Bank shall be Such merger is sometimes referred to herein as 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 substantially the form of Exhibit C. In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the parties shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval: (i)(Aa) Xxxxxx Alliance shall cause Xxxxxx Bank the Board of Directors of Liberty Federal to approve the Subsidiary Plan of Merger, (B) Xxxxxx, Alliance as the sole shareholder of Xxxxxx Bank, Liberty Federal shall approve the Subsidiary Plan of Merger Merger, and (C) Xxxxxx Alliance shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Bank Liberty Federal and delivered to M&T, COFI; and (ii)(Ab) M&T Charter Michigan shall cause M&T the Board of Directors of Charter One Bank to approve the Subsidiary Plan of Merger, (B) M&T, Charter Michigan as the sole shareholder of M&T Bank, Charter One Bank shall approve the Subsidiary Plan of Merger Merger, and (C) M&T Charter Michigan shall cause the Subsidiary Plan of Merger to be duly executed by M&T Charter One Bank and delivered to XxxxxxAlliance. Prior to At the Effective Timerequest of COFI, Xxxxxx Alliance shall cause Xxxxxx BankLiberty Federal, and M&T Charter Michigan shall cause M&T Charter One Bank, to execute such certificates of merger and articles of combination and such other documents and certificates as are necessary to make effective the Bank Merger effective (“and cause such articles to be timely and appropriately filed and endorsed by the OTS so that the Bank Merger Certificates”) immediately following shall become effective at or as soon as practicable after 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. Immediately following the Merger, Xxxxxx City Savings BankBay Bank (“Bay Bank ”), a federal savings association an Alabama state chartered bank and wholly wholly-owned Subsidiary of Xxxxxx (“Xxxxxx Bank”)BCB, will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust CompanyThe First, A National Banking Association, a bank chartered under the laws of the State of New York and a wholly wholly-owned Subsidiary of M&T FBMS (“M&T BankThe First”). M&T Bank The First shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company“The First, A National Banking Association”, and, following the Bank Merger, the separate corporate existence of Xxxxxx Bay 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 FBMS in consultation with Xxxxxx BCB (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals for the Bank Merger, M&T and Xxxxxx the Parties shall cause the following to be accomplished prior to the filing of applications for such Regulatory ApprovalApprovals as to such Party: (i)(Aa) Xxxxxx BCB shall cause Xxxxxx Bay Bank to approve the Subsidiary Plan of Merger, (B) XxxxxxBCB, as the sole shareholder of Xxxxxx BankBay Bank , shall approve the Subsidiary Plan of Merger and (C) Xxxxxx BCB shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Bay Bank and delivered to M&T, FBMS and (ii)(Ab) M&T FBMS shall cause M&T Bank The First to approve the Subsidiary Plan of Merger, (B) M&TFBMS, as the sole shareholder of M&T BankThe First, shall approve the Subsidiary Plan of Merger and (C) M&T FBMS shall cause The First to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to XxxxxxBCB. Prior to the Effective Time, Xxxxxx BCB shall cause Xxxxxx Bay Bank, and M&T FBMS shall cause M&T BankThe First, 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. Immediately following the Merger, Xxxxxx City Savings BankFirst National Bank of Wyoming, a federal savings national banking association and a wholly owned Subsidiary of Xxxxxx Target (the “Xxxxxx Target Bank”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust CompanyWilmington Savings Fund Society, FSB, a federal savings bank chartered under the laws of the State of New York and a wholly owned Subsidiary of M&T Buyer (the “M&T Buyer Bank”). M&T The Buyer Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company“Wilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of Xxxxxx the Target Bank shall cease. The parties 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 attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the Parties shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval: (i)(Ai) Xxxxxx Target shall cause Xxxxxx the Target Bank to approve the Subsidiary Plan of Merger, (B) XxxxxxTarget, as the sole shareholder stockholder of Xxxxxx the Target Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx Target shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx the Target Bank and delivered to M&T, Buyer and (ii)(Aii) M&T Buyer shall cause M&T the Buyer Bank to approve the Subsidiary Plan of Merger, (B) M&TBuyer, as the sole shareholder stockholder of M&T the Buyer Bank, shall approve the Subsidiary Plan of Merger and (C) M&T Buyer shall cause the Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to XxxxxxTarget. Prior to the Effective Time, Xxxxxx Target shall cause Xxxxxx the Target Bank, and M&T Buyer shall cause M&T the Buyer Bank, to execute such articles or 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 Buyer and the Buyer Bank 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 the Buyer Bank, an advisory board of the number of directors constituting Buyer Bank is formed for southern Delaware (the Board of Directors of M&T “Advisory Board”). Buyer and the Buyer Bank shall be increased further appoint as chairperson of the Advisory Board an individual who is currently a director of Target and who is mutually selected by one Target and Xxxxxx’x CEO Buyer at least five Business Days prior to the date on which the Proxy Statement is first mailed to the holders of Target Common Stock. The Advisory Board shall have such roles, responsibilities and obligations that are similar to the roles, responsibilities and obligations of current advisory boards of the Buyer Bank. The chairperson of the Advisory Board shall be appointed offered a consulting agreement with Buyer or the Buyer Bank on terms and conditions mutually acceptable to Buyer or the Buyer Bank, on the one hand, and the individual selected to be the chairperson on the other hand. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of M&T BankTarget, then a successor to such individual who is currently a director of Target shall be mutually selected by Target and Buyer and shall be duly appointed as chairperson of the Advisory Board.

Bank Merger. Immediately following the consummation of the Second Merger, Xxxxxx City Savings FSB 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 CompanyXxxxx Bank, a with Xxxxx Bank as the surviving bank chartered under (sometimes referred to in such capacity as the laws of the State of New York and a wholly owned Subsidiary of M&T (“M&T Surviving 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 Following the Bank Merger, the separate existence of Xxxxxx FSB Bank shall ceaseterminate. The parties Parties agree that the Bank Merger shall become effective immediately following the Effective Timeeffective time of the Second Merger. 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 attached as Exhibit B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the Parties shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval of the Bank Merger: (i)(Ai) Xxxxxx FSB shall cause Xxxxxx FSB Bank to approve the Subsidiary Plan of Merger, (B) XxxxxxFSB, as the sole shareholder stockholder of Xxxxxx FSB Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx FSB shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx FSB Bank and delivered to M&T, Xxxxx and (ii)(Aii) M&T Xxxxx shall cause M&T Xxxxx Bank to approve the Subsidiary Plan of Merger, (B) M&TXxxxx, as the sole shareholder of M&T Xxxxx Bank, shall approve the Subsidiary Plan of Merger and (C) M&T Xxxxx shall cause the Subsidiary Plan of Merger to be duly executed by M&T Xxxxx Bank and delivered to XxxxxxFSB. Prior to the Effective Time, Xxxxxx FSB shall cause Xxxxxx FSB Bank, and M&T Xxxxx shall cause M&T Xxxxx Bank, to execute and file such applicable articles or certificates of merger and articles of combination merger, 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 BankSecond Merger.

Bank Merger. Immediately (a) On the Closing Date and immediately following the Merger, Xxxxxx City Savings AmericanWest Bank, a federal savings association Washington state-chartered bank and a wholly owned Subsidiary of Xxxxxx Silicon (“Xxxxxx Silicon Bank”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust CompanyBanner Bank, a Washington state-chartered bank chartered under the laws of the State of New York and a wholly owned Subsidiary of M&T Boron (“M&T Boron Bank”); provided that without limiting any of the obligations of Boron or Silicon set forth herein with respect to the Bank Merger or any of the conditions set forth in Section 7.1, 7.2 or 7.3 relating to the Bank Merger, if the parties agree that operational issues relating to the Bank Merger would preclude the ability of the parties to consummate the Bank Merger simultaneously with the Merger, Boron and Silicon shall act reasonably and in good faith to mutually determine whether to proceed with the Merger prior to the Bank Merger. M&T Boron Bank shall be the surviving entity in the Bank Merger (the “Surviving Bank”) and shall continue its corporate existence under the name Manufacturers and Traders Trust Company, Boron Bank and, following the Bank Merger, the separate corporate existence of Xxxxxx Silicon Bank shall cease. The parties agree that the Bank Merger shall become effective immediately following the Effective Time. . (b) The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in a form to be specified by M&T in consultation with Xxxxxx Boron and reasonably acceptable to Holdings and Silicon (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the parties hereto shall cause the following to be accomplished prior to the filing of applications with any Governmental Entity for Regulatory Approvalregulatory approval of the Bank Merger: (i)(Ai) Xxxxxx Silicon shall cause Xxxxxx Silicon Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, (B) XxxxxxSilicon, as the sole shareholder of Xxxxxx Silicon Bank, shall approve the Subsidiary Plan of Bank Merger Agreement, and (C) Xxxxxx Silicon shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by Xxxxxx Silicon Bank and delivered to M&T, Boron Bank and (ii)(Aii) M&T Boron shall cause M&T Boron Bank to approve adopt the Subsidiary Plan of MergerBank Merger Agreement, (B) M&TBoron, as the sole shareholder of M&T Boron Bank, shall approve the Subsidiary Plan of Bank Merger Agreement and (C) M&T Boron shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by M&T Boron Bank and delivered to XxxxxxSilicon Bank. Prior to the Effective Time, Xxxxxx Silicon shall cause Xxxxxx Silicon Bank, and M&T Boron shall cause M&T Boron 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 at the appropriate time as determined pursuant to the first sentence of Section 1.8. The time that the Bank Merger occurs becomes effective pursuant to the foregoing sentence shall be the “Bank Merger Effective Time”). (c) The directors of the Surviving Bank shall, from and after the Bank Merger Effective Time consist of the members of the Boron Board of Directors at such time, in each case, until their successors shall have been duly elected or appointed and qualified, or their earlier death, resignation or removal. The Surviving Bank shall, prior to the Effective Time. M&T , amend clauses (iv) and (v) of Article III, Section 4 of its bylaws to provide that the restrictions set forth therein shall take all appropriate action so that, as only apply to banks (and holding companies thereof) that conduct business that is competitive with that of Boron Bank in the Effective Time and subject to and geographic areas in accordance with the organizational documents of M&T Bank, the number of directors constituting the Board of Directors of M&T which Boron Bank shall be increased by one and Xxxxxx’x CEO shall be appointed as a director of M&T Bankoperates.

Bank Merger. Immediately following the MergerSecond Effective Time, Xxxxxx City Savings BankFirst Bank and Trust East Texas, a federal savings Texas banking association and and, prior to the Second Effective Time, wholly owned Subsidiary subsidiary of Xxxxxx Company (the “Xxxxxx BankCompany Bank Subsidiary”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust CompanySouthside Bank, a bank chartered under the laws of the State of New York Texas banking association and a wholly owned Subsidiary subsidiary of M&T Parent (“M&T Parent Bank”). M&T Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company“Southside Bank”, and, following the Bank Merger, the separate corporate existence of Xxxxxx the Company Bank Subsidiary shall cease. The parties agree that the Bank Merger shall become effective immediately following after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a substantially the form to be specified by M&T set forth in consultation with Xxxxxx Exhibit B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals for the Bank Merger, M&T and Xxxxxx the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory ApprovalApprovals: (i)(Aa) Xxxxxx Company shall cause Xxxxxx the Company Bank Subsidiary to approve the Subsidiary Plan of Merger, (B) Xxxxxx; Company, as the sole shareholder stockholder of Xxxxxx Bankthe Company Bank Subsidiary, shall approve the Subsidiary Plan of Merger Merger; and (C) Xxxxxx Company shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx the Company Bank Subsidiary and delivered to M&T, Parent; and (ii)(Ab) M&T Parent shall cause M&T Parent Bank to approve the Subsidiary Plan of Merger, (B) M&T; Parent, as the sole shareholder stockholder of M&T Parent Bank, shall approve the Subsidiary Plan of Merger Merger; and (C) M&T Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to XxxxxxCompany. Prior to the Second Effective Time, Xxxxxx the Surviving Corporation and Parent shall cause Xxxxxx Bank, the Company Bank Subsidiary and M&T shall cause M&T Bank, Parent 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 after the Second 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. Immediately following Simultaneously with the Merger, Xxxxxx City Savings Penn Liberty Bank, a federal savings association Pennsylvania-chartered bank and a wholly owned Subsidiary of Xxxxxx PLFC (“Xxxxxx PLFC Bank”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust CompanyWilmington Savings Fund Society, FSB, a federal savings bank chartered under the laws of the State of New York and a wholly owned Subsidiary of M&T WSFS (“M&T WSFS Bank”). M&T WSFS Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company“Wilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of Xxxxxx PLFC Bank shall ceaseterminate. The parties Parties agree that the Bank Merger shall become effective immediately following simultaneously with 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 attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals regulatory approvals for the Bank Merger, M&T and Xxxxxx the Parties shall cause the following to be accomplished prior to the filing of applications for Regulatory Approvalregulatory approval of the Bank Merger: (i)(Ai) Xxxxxx PLFC shall cause Xxxxxx PLFC Bank to approve the Subsidiary Plan of Merger, (B) XxxxxxPLFC, as the sole shareholder of Xxxxxx PLFC Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx PLFC shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx PLFC Bank and delivered to M&T, WSFS and (ii)(Aii) M&T WSFS shall cause M&T WSFS Bank to approve the Subsidiary Plan of Merger, (B) M&TWSFS, as the sole shareholder stockholder of M&T WSFS Bank, shall approve the Subsidiary Plan of Merger and (C) M&T WSFS shall cause WSFS Bank to duly execute and deliver the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to XxxxxxPLFC. Prior to the Effective Time, Xxxxxx PLFC shall cause Xxxxxx PLFC Bank, and M&T WSFS shall cause M&T WSFS Bank, to execute such certificates of merger and articles of combination combination, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following simultaneously with 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. Immediately following the Merger, Xxxxxx City Savings Broadway Federal Bank, f.s.b., and wholly owned Subsidiary of BYFC (“BYFC Subsidiary Bank”), will merge with and into City First Bank of D.C., National Association, a federal savings national banking association and wholly owned Subsidiary of Xxxxxx CFB (“Xxxxxx CFB Subsidiary 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 CFB Subsidiary Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under (the name Manufacturers and Traders Trust Company, “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of Xxxxxx BYFC Subsidiary 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 In connection 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 MergerCFB, (B) Xxxxxx, in its capacity as the sole shareholder of Xxxxxx the CFB Subsidiary Bank, shall, and shall cause CFB Subsidiary Bank to, take all actions necessary to amend the CFB Subsidiary Bank’s articles of incorporation to change its name as mutually agreed to by the parties and to amend its bylaws and take such other actions as necessary to effect Section 6.11 hereof. Promptly after the date of this Agreement, CFB and BYFC shall cause CFB Subsidiary Bank and BYFC Subsidiary Bank, respectively, to enter into an agreement and plan of merger in form and substance agreed by CFB and BYFC, which shall be customary for mergers similar to the Bank Merger (the “Bank Merger Agreement”). Each of CFB and BYFC shall approve the Subsidiary Plan of Bank Merger Agreement and (C) Xxxxxx shall cause the Subsidiary Plan of Bank 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 stockholder of M&T CFB Subsidiary Bank and BYFC Subsidiary Bank, shall approve the Subsidiary Plan of Merger respectively, and (C) M&T CFB and BYFC shall, and shall cause the CFB 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 BYFC Subsidiary Bank, and M&T shall cause M&T Bankrespectively, to to, execute such certificates or articles 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 The Bank Merger shall take all appropriate action so that, become effective at such time and date as of specified in the Effective Time and subject to and Bank Merger Agreement in accordance with the organizational documents of M&T Bankapplicable law, the number of directors constituting the Board of Directors of M&T Bank or at such other time as shall be increased provided by one and Xxxxxx’x CEO shall be appointed as a director of M&T Bankapplicable law.