Common use of Bank Merger Clause in Contracts

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. Except as provided below, immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, CharterBankHarbor Community Bank, a federal savings and loan association Florida state-chartered bank and a direct wholly-wholly owned subsidiary of Charter HCBF (“CharterBankHarbor Community Bank”), shall be merged (the “Bank Merger”) with and into CenterState Bank, N.A., a national banking association and a direct wholly-wholly owned subsidiary of CenterState (“CenterState Bank”), in accordance with the provisions of applicable federal and state 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 and state banking laws and regulations, and the boards board of directors of the Parties shall cause the board of directors of CenterState Bank and CharterBankHarbor Community Bank, respectively, to approve a separate plan of merger and merger agreement (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit CD, 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 HCBF shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Bank and CharterBankHarbor Community Bank, 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 ApprovalsMerger, but if the Bank Merger is abandoned for any reason, CharterBank Harbor Community Bank shall continue to operate as a wholly owned subsidiary of CenterStateunder its name; provided that prior to any such election, CenterState shall (a) reasonably consult with HCBF and its regulatory counsel and (b) reasonably determine in good faith that that such election will not, and would not reasonably be expected to, prevent, delay or impair any Party’s ability to consummate the Merger or the other transactions contemplated by this Agreement.

Bank Merger. Except as provided below, immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, CharterBankSunshine Bank, a federal stock savings and loan association bank and a direct wholly-wholly owned subsidiary of Charter Sunshine (“CharterBankSavings Bank”), shall be merged (the “Bank Merger”) with and into CenterState Bank, N.A., a national banking association and a direct wholly-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 CharterBankSavings Bank, 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 Sunshine shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Bank and CharterBankSavings Bank, 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 Savings Bank shall continue to operate as a wholly owned subsidiary of CenterStateCenterState under its name.

Bank Merger. Except as provided below, immediately following the Effective Time and sequentially Time, sequentially, but in effect simultaneously simultaneously, on the Closing Date, CharterBankNational Bank of Commerce, a federal savings and loan national banking association and a direct wholly-owned subsidiary of Charter NCC (“CharterBankNBC”), 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 boards of directors of CenterState Bank and CharterBankNBC, respectively, to approve a separate plan of merger and merger agreement (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit CD, 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 NCC shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Bank and CharterBankNBC, 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 NBC shall continue to operate as a wholly wholly-owned subsidiary of CenterState.

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”), Selling Bank shall be merged (the “Bank Merger”) with and into CenterState Purchaser 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 and state banking laws and regulations, and CenterState Purchaser Bank shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the boards of directors of the Parties shall cause the board of directors of CenterState Purchaser Bank and CharterBankSelling Bank, 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 Purchaser and Charter Company shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Purchaser Bank and CharterBankSelling Bank, respectively. As provided in the Bank Plan of Merger, the Bank Merger may be abandoned at the election of CenterState Purchaser 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 Selling Bank shall continue to operate as a wholly owned subsidiary of CenterStatePurchaser under its name.

Bank Merger. Except as provided below, immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, CharterBankPartnership Bank, a federal savings and loan association Wisconsin state-chartered bank and a direct wholly-wholly owned subsidiary of Charter PCB (“CharterBankPartnership Bank”), shall be merged (the “Bank Merger”) with and into CenterState BankBank First, N.A., a national banking association and a direct wholly-wholly owned subsidiary of CenterState BFC (“CenterState BankBank First”), in accordance with the provisions of applicable federal and state banking laws and regulations, and CenterState Bank First shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the boards board of directors of the Parties shall cause the board of directors of CenterState Bank First and CharterBankPartnership Bank, respectively, to approve a separate plan of merger and merger agreement (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit CB, 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 BFC and Charter PCB shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Bank First and CharterBankPartnership Bank, respectively. As provided in the Bank Plan of Merger, the Bank Merger may be abandoned at the election of CenterState Bank First 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 ApprovalsMerger, but if the Bank Merger is abandoned for any reason, CharterBank Partnership Bank shall continue to operate as a wholly owned subsidiary of CenterStateunder its name; provided that prior to any such election, BFC shall (a) reasonably consult with PCB and its regulatory counsel and (b) reasonably determine in good faith that such election will not, and would not reasonably be expected to, prevent, delay or impair any Party’s ability to consummate the Merger or the other transactions contemplated by this Agreement.

Bank Merger. Except as provided below, immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, CharterBankFirst Community Bank, a federal savings and loan association an Alabama state-chartered bank and a direct wholly-wholly owned subsidiary of Charter SWBS (“CharterBankFirst Community Bank”), shall be merged (the “Bank Merger”) with and into CenterState BankThe First, N.A.A National Banking Association, a national banking association and a direct wholly-wholly owned subsidiary of CenterState FBMS (“CenterState BankThe First”), in accordance with the provisions of applicable federal and state banking laws and regulations, and CenterState Bank The First shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the boards board of directors of the Parties shall cause the board of directors of CenterState Bank The First and CharterBankFirst Community Bank, respectively, to approve a separate plan of merger and merger agreement (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit CB, 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 FBMS and Charter SWBS shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Bank The First and CharterBankFirst Community Bank, respectively. As provided in the Bank Plan of Merger, the Bank Merger may be abandoned at the election of CenterState Bank The First 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 ApprovalsMerger, but if the Bank Merger is abandoned for any reason, CharterBank First Community Bank shall continue to operate as a wholly owned subsidiary of CenterStateunder its name; provided that prior to any such election, FBMS shall (a) reasonably consult with SWBS and its regulatory counsel and (b) reasonably determine in good faith that such election will not, and would not reasonably be expected to, prevent, delay or impair any Party’s ability to consummate the Merger or the other transactions contemplated by this Agreement.

Bank Merger. Except as provided belowIt is the Parties’ intention that, immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, CharterBankTimberwood Bank, a federal savings and loan association Wisconsin state-chartered bank and a direct wholly-wholly owned subsidiary of Charter TB (“CharterBankTimberwood Bank”), shall be merged (the “Bank Merger”) with and into CenterState BankBank First, N.A., a national banking association and a direct wholly-wholly owned subsidiary of CenterState BFC (“CenterState BankBank First”), in accordance with the provisions of applicable federal and state banking laws and regulations, and CenterState Bank First shall be the surviving bank (the “Surviving Bank”). The Once consummated, the Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the boards respective board of directors of the Parties TB and BFC shall cause the board of directors of CenterState Bank First and CharterBankTimberwood Bank, respectively, to approve a separate plan of merger and merger agreement (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit CB, 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 BFC and Charter TB shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Bank First and CharterBankTimberwood Bank, respectively. As provided in the Bank Plan of Merger, the Bank Merger may be abandoned at the election of CenterState Bank First 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 ApprovalsMerger, but if the Bank Merger is abandoned for any reason, CharterBank Timberwood Bank shall continue to operate as a wholly owned subsidiary of CenterStateunder its name; provided that prior to any such election, BFC shall (a) reasonably consult with TB and its regulatory counsel and (b) reasonably determine in good faith that such election will not, and would not reasonably be expected to, prevent, delay or impair any Party’s ability to consummate the Merger or the other transactions contemplated by this Agreement.

Bank Merger. Except as provided below, immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, CharterBankDenmark State Bank, a federal savings and loan association Wisconsin state-chartered bank and a direct wholly-wholly owned subsidiary of Charter DBI (“CharterBankDenmark State Bank”), shall be merged (the “Bank Merger”) with and into CenterState BankBank First, N.A., a national banking association and a direct wholly-wholly owned subsidiary of CenterState BFC (“CenterState BankBank First”), in accordance with the provisions of applicable federal and state banking laws and regulations, and CenterState Bank First shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the boards board of directors of the Parties shall cause have, on the date hereof, caused the board of directors of CenterState Bank First and CharterBankDenmark State Bank, 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 BFC and Charter DBI shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Bank First and CharterBankDenmark State Bank, respectively. As provided in the Bank Plan of Merger, the Bank Merger may be abandoned at the election of CenterState Bank First 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 ApprovalsMerger, but if the Bank Merger is abandoned for any reason, CharterBank Denmark State Bank shall continue to operate as a wholly owned subsidiary of CenterStateunder its name; provided that prior to any such election, BFC shall (a) reasonably consult with DBI and its regulatory counsel and (b) reasonably determine in good faith that such election will not, and would not reasonably be expected to, prevent, delay or impair any Party’s ability to consummate the Merger or the other transactions contemplated by this Agreement.

Bank Merger. Except as provided below, immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, CharterBankCalumet Bank, a federal savings and loan association Georgia state-chartered bank and a direct wholly-wholly owned subsidiary of Charter LBC (“CharterBankCalumet Bank”), shall be merged (the “Bank Merger”) with and into CenterState Colony Bank, N.A., a national banking association Georgia state-chartered bank and a direct wholly-wholly owned subsidiary of CenterState CBAN (“CenterState Colony Bank”), in accordance with the provisions of applicable federal and state banking laws and regulations, and CenterState Colony Bank shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the boards board of directors of the Parties shall cause the board of directors of CenterState Colony Bank and CharterBankCalumet Bank, respectively, to approve a separate plan of merger and merger agreement (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit CB, 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 CBAN and Charter LBC shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Colony Bank and CharterBankCalumet Bank, respectively. As provided in the Bank Plan of Merger, the Bank Merger may be abandoned at the election of CenterState Colony 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 ApprovalsMerger, but if the Bank Merger is abandoned for any reason, CharterBank Calumet Bank shall continue to operate as a wholly owned subsidiary of CenterStateunder its name; provided that prior to any such election, CBAN shall (a) reasonably consult with LBC and its regulatory counsel and (b) reasonably determine in good faith that such election will not, and would not reasonably be expected to, prevent, delay or impair any Party’s ability to consummate the Merger or the other transactions contemplated by this Agreement.

Bank Merger. Except as provided below, immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, CharterBankHometown Bank, a federal savings and loan association Wisconsin state-chartered bank and a direct wholly-wholly owned subsidiary of Charter HTB (“CharterBankHometown Bank”), shall be merged (the “Bank Merger”) with and into CenterState BankBank First, N.A., a national banking association and a direct wholly-wholly owned subsidiary of CenterState BFC (“CenterState BankBank First”), in accordance with the provisions of applicable federal and state banking laws and regulations, and CenterState Bank First shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the boards board of directors of the Parties shall cause have, on the date hereof, caused the board of directors of CenterState Bank First and CharterBankHometown Bank, respectively, to approve a separate plan of merger and merger agreement (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit CB, 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 BFC and Charter HTB shall also approve the Bank Plan of Merger in their capacities as sole shareholders of CenterState Bank First and CharterBankHometown Bank, respectively. Immediately following the Bank Merger, BFC shall take all necessary steps to ensure Txx XxXxxxxxx serves as a director and President of Bank First in accordance with the Bank Plan of Merger. As provided in the Bank Plan of Merger, the Bank Merger may be abandoned at the election of CenterState Bank First 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 ApprovalsMerger, but if the Bank Merger is abandoned for any reason, CharterBank Hometown Bank shall continue to operate as a wholly owned subsidiary of CenterStateunder its name; provided that prior to any such election, BFC shall (a) reasonably consult with HTB and its regulatory counsel and (b) reasonably determine in good faith that such election will not, and would not reasonably be expected to, prevent, delay or impair any Party’s ability to consummate the Merger or the other transactions contemplated by this Agreement.