Common use of Bank Merger Clause in Contracts

Bank Merger. Immediately following the Second Effective Time, OmniAmerican Bank, a federal savings association and, prior to the Second Effective Time, wholly owned subsidiary of Company (the “Company Bank Subsidiary”), will merge (the “Bank Merger”) with and into Southside Bank, a Texas banking corporation and wholly owned subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”, and, following the Bank Merger, the separate corporate existence of 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 after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in substantially the form set forth in Exhibit B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvals: (a) Company shall cause the Company Bank Subsidiary to approve the Subsidiary Plan of Merger; Company, as the sole stockholder of the Company Bank Subsidiary, shall approve the Subsidiary Plan of Merger; and Company shall cause the Subsidiary Plan of Merger to be duly executed by the Company Bank Subsidiary and delivered to Parent and (b) Parent shall cause Parent Bank to approve the Subsidiary Plan of Merger; Parent, as the sole stockholder of Parent Bank, shall approve the Subsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Second Effective Time, the Surviving Parent Company shall cause the Company Bank Subsidiary and 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 after the Second Effective Time.

Bank Merger. Immediately following the Second Effective Time, OmniAmerican Park Sterling Bank, a federal savings association and, prior to the Second Effective TimeNorth Carolina-chartered commercial bank and a direct, wholly owned subsidiary Subsidiary of the Company (the “Company Bank SubsidiaryPark Sterling Bank”), will merge (the “Bank Merger”) with and into Southside South State Bank, a Texas South Carolina banking corporation and a direct, wholly owned subsidiary Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”, and, following the Bank Merger, the separate corporate existence of the Company Park Sterling 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 that, subject to the receipt of Regulatory Approvals, the Bank Merger shall become effective immediately after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in substantially a form to be specified by Parent and reasonably acceptable to the form set forth in Exhibit B hereto Company (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvalsas promptly as practicable: (ax) the Company shall cause the Company Park Sterling Bank Subsidiary to approve the Subsidiary Plan of MergerBank Merger Agreement; the Company, as the sole stockholder shareholder of the Company Bank SubsidiaryPark Sterling Bank, shall approve the Subsidiary Plan of MergerBank Merger Agreement; and the Company shall cause the Subsidiary Plan of Merger Park Sterling Bank to be duly executed by the Company Bank Subsidiary execute and delivered deliver to Parent the Bank Merger Agreement; and (by) Parent shall cause Parent Bank to approve the Subsidiary Plan of MergerBank Merger Agreement; Parent, as the sole stockholder shareholder of Parent Bank, shall approve the Subsidiary Plan of MergerBank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Subsidiary Plan of Company the Bank Merger to CompanyAgreement. Prior to the Second Effective Time, the Surviving Parent Company shall cause the Company Bank Subsidiary Park Sterling Bank, and Parent Bank shall cause Parent Bank, to execute such certificates articles of merger and articles of combination and such any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Second Effective Time.

Bank Merger. Immediately following the Second Effective Time, OmniAmerican BankDNB First, National Association, a federal savings national banking association and, prior to the Second Effective Timeand a direct, wholly owned subsidiary Subsidiary of the Company (the “Company Bank SubsidiaryDNB Bank”), will merge (the “Bank Merger”) with and into Southside S&T Bank, a Texas Pennsylvania banking corporation and a direct, wholly owned subsidiary Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”, and, following the Bank Merger, the separate corporate existence of the Company DNB 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 after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in substantially a form to be specified by Parent in consultation with the form set forth in Exhibit B hereto Company (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvalsas promptly as practicable: (ax) the Company shall cause the Company DNB Bank Subsidiary to approve the Subsidiary Plan of MergerBank Merger Agreement; the Company, as the sole stockholder shareholder of the Company Bank SubsidiaryDNB Bank, shall approve the Subsidiary Plan of MergerBank Merger Agreement; and the Company shall cause the Subsidiary Plan of Merger DNB Bank to be duly executed by the Company Bank Subsidiary execute and delivered deliver to Parent the Bank Merger Agreement; and (by) Parent shall cause Parent Bank to approve the Subsidiary Plan of MergerBank Merger Agreement; Parent, as the sole stockholder shareholder of Parent Bank, shall approve the Subsidiary Plan of MergerBank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Subsidiary Plan of Company the Bank Merger to CompanyAgreement. Prior to the Second Effective Time, the Surviving Parent Company shall cause the Company Bank Subsidiary DNB Bank, and Parent Bank shall cause Parent Bank, to execute such certificates or statements of merger and articles of combination and such any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Second Effective Time.

Bank Merger. Immediately following the Second Effective Time, OmniAmerican First Federal Bank, a federal savings association and, prior to the Second Effective Time, South Carolina banking corporation and wholly owned subsidiary of Company (the “Company Bank SubsidiaryFirst Federal”), will merge (the “Bank Merger”) with and into Southside BankSCBT, a Texas South Carolina banking corporation and wholly owned subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”, and, following the Bank Merger, the separate corporate existence of the Company Bank Subsidiary First Federal 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 after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in substantially the a form set forth to be specified by Parent in Exhibit B hereto consultation with Company (the “Subsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvals: (ax) Company shall cause the Company Bank Subsidiary First Federal to approve the Subsidiary Plan of Merger; Company, as the sole stockholder shareholder of the Company Bank SubsidiaryFirst Federal, shall approve the Subsidiary Plan of Merger; and Company shall cause the Subsidiary Plan of Merger to be duly executed by the Company Bank Subsidiary First Federal and delivered to Parent and (by) Parent shall cause Parent Bank to approve the Subsidiary Plan of Merger; Parent, as the sole stockholder shareholder of Parent Bank, shall approve the Subsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Second Effective Time, the Surviving Parent Company shall cause the Company Bank Subsidiary First Federal, and Parent Bank shall cause Parent Bank, to execute such certificates 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 after the Second Effective Time.

Bank Merger. Immediately following the Second Effective TimeHoldco Merger (or, OmniAmerican Bank, a federal savings association and, prior if Parent elects not to consummate the Second Effective Time, wholly owned subsidiary of Company (the “Company Bank Subsidiary”Holdco Merger pursuant to Section 6.11(b), immediately following the Merger), Parent Bank will merge (the “Bank Merger”) with and into Southside Company Bank. Subject to Section 6.11(b), a Texas banking corporation and wholly owned subsidiary of Parent (“Parent Bank”). Parent Company Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”, and, following the Bank Merger, the separate corporate existence of the Company Parent 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 the Holdco Merger (or, if Parent elects not to consummate the Holdco Merger pursuant to Section 6.11(b), immediately following the Merger). Within thirty (30) days after the Second Effective Time. The date of this Agreement, Parent Bank Merger and Company Bank shall be implemented pursuant to a subsidiary enter into the agreement and plan of merger, merger in substantially the form set forth in attached hereto as Exhibit B hereto A (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain ) and (i) the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvals: (a) Company shall cause the Company Bank Subsidiary to approve the Subsidiary Plan of Merger; Company, as the sole stockholder of the Company Bank Subsidiary, shall approve the Subsidiary Plan of Merger; and Company shall cause the Subsidiary Plan of Merger Agreement to be duly authorized, executed and delivered by the Company Bank Subsidiary and delivered to Parent and (bii) Parent shall cause Parent the Bank Merger Agreement to approve the Subsidiary Plan of Merger; Parentbe duly authorized, as the sole stockholder of executed and delivered by Parent Bank. The Company shall cause Company Bank, shall approve the Subsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Second Effective TimeBank, the Surviving Parent Company shall cause the Company Bank Subsidiary and 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 the Holdco Merger (or, if Parent elects not to consummate the Holdco Merger pursuant to Section 6.11(b), immediately following the Merger). Within thirty (30) days after the Second Effective Timedate hereof, (i) the Company, in its capacity as sole stockholder of Company Bank, shall approve the Bank Merger Agreement and the Bank Merger and (ii) Owner, in its capacity as sole stockholder of Parent Bank, shall approve the Bank Merger Agreement and the Bank Merger.

Bank Merger. Immediately following the Second Effective TimeMerger, OmniAmerican BankFirst National Bank of Wyoming, a federal savings national banking association and, prior to the Second Effective Time, and a wholly owned subsidiary Subsidiary of Company Target (the “Company Bank SubsidiaryTarget Bank”), will merge (the “Bank Merger”) with and into Southside BankWilmington Savings Fund Society, FSB, a Texas banking corporation federal savings bank and wholly owned subsidiary Subsidiary of Parent Buyer (the “Parent Buyer Bank”). Parent The Buyer Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”Wilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of the Company Target 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 Parties agree that the Bank Merger shall become effective immediately after following the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in substantially the form set forth in attached as Exhibit B A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals regulatory approvals for the Bank Merger, the parties hereto Parties shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvalsregulatory approval: (ai) Company Target shall cause the Company Target Bank Subsidiary to approve the Subsidiary Plan of Merger; Company, Target, as the sole stockholder of the Company Bank SubsidiaryTarget Bank, shall approve the Subsidiary Plan of Merger; Merger and Company Target shall cause the Subsidiary Plan of Merger to be duly executed by the Company Target Bank Subsidiary and delivered to Parent Buyer and (bii) Parent Buyer shall cause Parent the Buyer Bank to approve the Subsidiary Plan of Merger; Parent, Buyer, as the sole stockholder of Parent the Buyer Bank, shall approve the Subsidiary Plan of Merger; Merger and Parent Buyer shall cause Parent the Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to CompanyTarget. Prior to the Second Effective Time, the Surviving Parent Company Target shall cause the Company Bank Subsidiary Target Bank, and Parent Bank Buyer shall cause 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 after following the Second Effective Time. 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 the Buyer Bank, an advisory board of the Buyer Bank is formed for southern Delaware (the “Advisory Board”). Buyer and the Buyer Bank shall further appoint as chairperson of the Advisory Board an individual who is currently a director of Target and who is mutually selected by Target and 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 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 Target, 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 Second Effective Time, OmniAmerican BankFirst Bank and Trust East Texas, a federal savings Texas banking association and, prior to the Second Effective Time, wholly owned subsidiary of Company (the “Company Bank Subsidiary”), will merge (the “Bank Merger”) with and into Southside Bank, a Texas banking corporation association and wholly owned subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”, and, following the Bank Merger, the separate corporate existence of 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 after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in substantially the form set forth in Exhibit B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvals: (a) Company shall cause the Company Bank Subsidiary to approve the Subsidiary Plan of Merger; Company, as the sole stockholder of the Company Bank Subsidiary, shall approve the Subsidiary Plan of Merger; and Company shall cause the Subsidiary Plan of Merger to be duly executed by the Company Bank Subsidiary and delivered to Parent Parent; and (b) Parent shall cause Parent Bank to approve the Subsidiary Plan of Merger; Parent, as the sole stockholder of Parent Bank, shall approve the Subsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Second Effective Time, the Surviving Corporation and Parent Company shall cause the Company Bank Subsidiary and 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 after the Second Effective Time.

Bank Merger. Immediately following after the Second Effective Time, OmniAmerican Bank, a federal savings association and, prior to the Second Effective Time, wholly owned subsidiary of Company (the “Company Alarion Bank Subsidiary”), will merge (the “Bank Merger”) with and into Southside Bank, a Texas banking corporation and wholly owned subsidiary of Parent (“Parent Bank”)HeritageBank. Parent Bank HeritageBank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”HeritageBank of the South, and, following the Bank Merger, the separate corporate existence of the Company Alarion 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 after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in substantially the a form set forth in Exhibit B hereto to be specified by Purchaser and reasonably acceptable to Seller (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvalsregulatory approval: (ai) Company Seller shall cause Alarion Bank to adopt the Company Bank Subsidiary to approve the Subsidiary Plan of Merger; CompanyMerger Agreement, Seller, as the sole stockholder shareholder of the Company Bank SubsidiaryAlarion Bank, shall approve the Subsidiary Plan of Merger; Bank Merger Agreement, and Company Seller shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by the Company Alarion Bank Subsidiary and delivered to Parent HeritageBank and (bii) Parent Purchaser shall cause Parent HeritageBank to adopt the Bank to approve the Subsidiary Plan of Merger; ParentMerger Agreement, Purchaser, as the sole stockholder shareholder of Parent BankHeritageBank, shall approve the Subsidiary Plan of Merger; Bank Merger Agreement and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Second Effective Time, the Surviving Parent Company Purchaser shall cause the Company Bank Subsidiary Merger Agreement to be duly executed by HeritageBank and Parent Bank delivered to Alarion Bank. Seller shall cause Alarion Bank, and Purchaser shall cause HeritageBank, 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 Seller) as are necessary to make the Bank Merger effective (the “Bank Merger Certificates”) immediately after following the Second Effective Time.

Bank Merger. Immediately On the Closing Date and immediately following the Second Effective TimeMerger, OmniAmerican BankFirst Citizens Bank and Trust Company, Inc., a federal savings association and, prior to the Second Effective Time, wholly South Carolina state-chartered bank and a wholly-owned subsidiary Subsidiary of Company South (the “Company Bank SubsidiarySouth Bank”), will merge (the “Bank Merger”) with and into Southside BankFirst-Citizens Bank & Trust Company, a Texas banking corporation North Carolina state-chartered bank and wholly a wholly-owned subsidiary Subsidiary of Parent North (“Parent North Bank”). Parent North Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”Laws of the State of North Carolina, and, following the Bank Merger, the separate corporate existence of the Company South 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 after the Second Effective TimeTime or such later date as determined by North. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in substantially the a form set forth in Exhibit B hereto to be specified by North and reasonably acceptable to South (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvalsregulatory approval: (a) Company South shall cause South Bank to adopt the Company Bank Subsidiary to approve the Subsidiary Plan of Merger; CompanyMerger Agreement, South, as the sole stockholder of the Company Bank SubsidiarySouth Bank, shall approve the Subsidiary Plan of Merger; Bank Merger Agreement and Company South shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by the Company South Bank Subsidiary and delivered to Parent North Bank and (b) Parent North shall cause Parent North Bank to approve adopt the Subsidiary Plan of Merger; ParentBank Merger Agreement, North, as the sole stockholder of Parent North Bank, shall approve the Subsidiary Plan of Merger; Bank Merger Agreement and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Second Effective Time, the Surviving Parent Company North shall cause the Company Bank Subsidiary Merger Agreement to be duly executed by North Bank and Parent Bank delivered to South Bank. South shall cause South Bank, and North shall cause North 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 North and South) as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Second Effective Time).

Bank Merger. Immediately On the Closing Date and immediately following the Second Effective TimeMerger, OmniAmerican Sterling Savings Bank, a federal savings association and, prior to the Second Effective Time, wholly Washington state-chartered bank and a wholly-owned subsidiary Subsidiary of Company (the “Company Bank Subsidiary”)Sterling, will merge (the “"Bank Merger”") with and into Southside Umpqua Bank, an Oregon state-chartered bank and a Texas banking corporation and wholly wholly-owned subsidiary Subsidiary of Parent (“Parent Bank”)Umpqua. Parent Umpqua Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Umpqua Bank”, and, following the Bank Merger, the separate corporate existence of the Company Sterling Savings 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 after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in substantially the a form set forth in Exhibit B hereto to be specified by Umpqua and reasonably acceptable to Sterling (the “Subsidiary Plan of Merger”"Bank Merger Agreement"). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvalsregulatory approval: (ai) Company Sterling shall cause Sterling Savings Bank to adopt the Company Bank Subsidiary to approve the Subsidiary Plan of Merger; CompanyMerger Agreement, Sterling, as the sole stockholder shareholder of the Company Bank SubsidiarySterling Savings Bank, shall approve the Subsidiary Plan of Merger; Bank Merger Agreement, and Company Sterling shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by the Company Sterling Savings Bank Subsidiary and delivered to Parent Umpqua Bank and (bii) Parent Umpqua shall cause Parent Umpqua Bank to approve adopt the Subsidiary Plan of Merger; ParentBank Merger Agreement, Umpqua, as the sole stockholder shareholder of Parent Umpqua Bank, shall approve the Subsidiary Plan of Merger; Bank Merger Agreement and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Second Effective Time, the Surviving Parent Company Umpqua shall cause the Company Bank Subsidiary Merger Agreement to be duly executed by Umpqua Bank and Parent Bank delivered to Sterling Savings Bank. Sterling shall cause Sterling Savings Bank, and Umpqua shall cause Umpqua 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 Umpqua and Sterling) as are necessary to make the Bank Merger effective (“"Bank Merger Certificates”") immediately after following the Second Effective Time.

Bank Merger. Immediately following the Second Effective Time, OmniAmerican (i) The Savannah Bank, N.A., a federal savings national banking association and, prior to the Second Effective Time, and wholly owned subsidiary of Company (“Savannah Bank”) and (ii) Xxxxx Bank & Trust, a Georgia banking corporation and wholly owned subsidiary of Company (“Xxxxx”, and Savannah Bank and Xxxxx, each a “Company Bank Subsidiary,” and together the “Company Bank SubsidiarySubsidiaries”), will merge (the “Bank Merger”) with and into Southside BankSCBT, a Texas South Carolina banking corporation and wholly owned subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside BankSCBT”, and, following the Bank Merger, the separate corporate existence of each of the Company Bank Subsidiary Subsidiaries 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 after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in substantially the a form set forth to be specified by Parent in Exhibit B hereto consultation with Company (the “Subsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvals: (ax) Company shall cause each of the Company Bank Subsidiary Subsidiaries to approve the Subsidiary Plan of Merger; Company, as the sole stockholder shareholder of each of the Company Bank SubsidiarySubsidiaries, shall approve the Subsidiary Plan of Merger; and Company shall cause the Subsidiary Plan of Merger to be duly executed by each of the Company Bank Subsidiary Subsidiaries and delivered to Parent and (by) Parent shall cause Parent Bank to approve the Subsidiary Plan of Merger; Parent, as the sole stockholder shareholder of Parent Bank, shall approve the Subsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Second Effective Time, the Surviving Parent Company shall cause each of the Company Bank Subsidiary Subsidiaries, and Parent Bank shall cause 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 after the Second Effective Time.

Bank Merger. Immediately following Following the Second Holdco Merger Effective Time, OmniAmerican Bank, a federal savings association and, prior to the Second Effective Time, wholly owned subsidiary of Company (the “Company Seller Bank Subsidiary”), will merge with and into Purchaser Bank (the “Bank Merger”) ), with and into Southside Bank, a Texas banking corporation and wholly owned subsidiary of Parent (“Parent Bank”). Parent Purchaser Bank shall be as the surviving entity in the Bank Merger and shall continue its corporate existence under (the name “Southside Surviving Bank”, ) and, following the Bank Merger, the separate corporate existence of the Company Seller 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 after at such time following the Second Holdco Merger Effective TimeTime as Purchaser shall specify. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, merger in substantially the a customary form set forth in Exhibit B hereto to be specified by Purchaser and approved by Parent Seller (the “Subsidiary Plan of MergerBank Merger Agreement”), such approval not to be unreasonably withheld, conditioned or delayed. In order Prior to obtain the necessary Regulatory Approvals for Effective Time, (a) (i) Parent Seller and Seller Holdco shall cause Seller Bank to approve the Bank MergerMerger Agreement, (ii) Seller Holdco, as the parties hereto sole shareholder of Seller Bank, shall approve the Bank Merger Agreement, and (iii) Parent Seller and Seller Holdco shall cause the following Bank Merger Agreement to be accomplished prior duly executed by Seller Bank and delivered to the filing of applications for such Regulatory Approvals: Purchaser, (ab) Company (i) Purchaser shall cause the Company Purchaser Bank Subsidiary to approve the Subsidiary Plan of Merger; Bank Merger Agreement, (ii) Purchaser shall cause Purchaser U.S. Holding Company, as the sole stockholder shareholder of the Company Bank SubsidiaryPurchaser Bank, shall approve the Subsidiary Plan of Merger; and Company shall cause the Subsidiary Plan of Merger to be duly executed by the Company Bank Subsidiary and delivered to Parent and (b) Parent shall cause Parent Bank to approve the Subsidiary Plan of Merger; ParentBank Merger Agreement, as the sole stockholder of Parent Bank, shall approve the Subsidiary Plan of Merger; and Parent (iii) Purchaser shall cause Parent Purchaser Bank to duly execute and deliver the Subsidiary Plan of Bank Merger Agreement to Company. Prior to the Second Effective TimeParent Seller, the Surviving and (c) Parent Company Seller and Seller Holdco shall cause Seller Bank, and Purchaser shall cause the Company Bank Subsidiary and Parent Bank Purchaser Bank, to execute such certificates or articles of merger and articles of combination and such other documents and certificates as are necessary to make effectuate the Bank Merger effective (“Bank Merger Certificates”) immediately after the Second Effective TimeMerger.

Bank Merger. Immediately On the Closing Date and immediately following the Second Effective TimeMerger, OmniAmerican Sterling Savings Bank, a federal savings association and, prior to the Second Effective Time, wholly Washington state-chartered bank and a wholly-owned subsidiary Subsidiary of Company (the “Company Bank Subsidiary”)Sterling, will merge (the “Bank Merger”) with and into Southside Umpqua Bank, an Oregon state-chartered bank and a Texas banking corporation and wholly wholly-owned subsidiary Subsidiary of Parent (“Parent Bank”)Umpqua. Parent Umpqua Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Umpqua Bank”, and, following the Bank Merger, the separate corporate existence of the Company Sterling Savings 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 after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in substantially the a form set forth in Exhibit B hereto to be specified by Umpqua and reasonably acceptable to Sterling (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvalsregulatory approval: (ai) Company Sterling shall cause Sterling Savings Bank to adopt the Company Bank Subsidiary to approve the Subsidiary Plan of Merger; CompanyMerger Agreement, Sterling, as the sole stockholder shareholder of the Company Bank SubsidiarySterling Savings Bank, shall approve the Subsidiary Plan of Merger; Bank Merger Agreement, and Company Sterling shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by the Company Sterling Savings Bank Subsidiary and delivered to Parent Umpqua Bank and (bii) Parent Umpqua shall cause Parent Umpqua Bank to approve adopt the Subsidiary Plan of Merger; ParentBank Merger Agreement, Umpqua, as the sole stockholder shareholder of Parent Umpqua Bank, shall approve the Subsidiary Plan of Merger; Bank Merger Agreement and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Second Effective Time, the Surviving Parent Company Umpqua shall cause the Company Bank Subsidiary Merger Agreement to be duly executed by Umpqua Bank and Parent Bank delivered to Sterling Savings Bank. Sterling shall cause Sterling Savings Bank, and Umpqua shall cause Umpqua 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 Umpqua and Sterling) as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after following the Second Effective Time.

Bank Merger. Immediately following the Second Effective Time, OmniAmerican (i) The Savannah Bank, N.A., a federal savings national banking association and, prior to the Second Effective Time, and wholly owned subsidiary of Company (“Savannah Bank”) and (ii) Bxxxx Bank & Trust, a Georgia banking corporation and wholly owned subsidiary of Company (“Bxxxx”, and Savannah Bank and Bxxxx, each a “Company Bank Subsidiary,” and together the “Company Bank SubsidiarySubsidiaries”), will merge (the “Bank Merger”) with and into Southside BankSCBT, a Texas South Carolina banking corporation and wholly owned subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside BankSCBT”, and, following the Bank Merger, the separate corporate existence of each of the Company Bank Subsidiary Subsidiaries 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 after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in substantially the a form set forth to be specified by Parent in Exhibit B hereto consultation with Company (the “Subsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvals: (ax) Company shall cause each of the Company Bank Subsidiary Subsidiaries to approve the Subsidiary Plan of Merger; Company, as the sole stockholder shareholder of each of the Company Bank SubsidiarySubsidiaries, shall approve the Subsidiary Plan of Merger; and Company shall cause the Subsidiary Plan of Merger to be duly executed by each of the Company Bank Subsidiary Subsidiaries and delivered to Parent and (by) Parent shall cause Parent Bank to approve the Subsidiary Plan of Merger; Parent, as the sole stockholder shareholder of Parent Bank, shall approve the Subsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to Company. Prior to the Second Effective Time, the Surviving Parent Company shall cause each of the Company Bank Subsidiary Subsidiaries, and Parent Bank shall cause 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 after the Second Effective Time.

Bank Merger. Immediately following the Second Effective Time, OmniAmerican BankGeorgia Bank & Trust Company of Augusta, a federal savings association and, prior to the Second Effective TimeGeorgia-chartered commercial bank and a direct, wholly owned subsidiary Subsidiary of the Company (the “Company Georgia Bank Subsidiary& Trust”), will merge (the “Bank Merger”) with and into Southside South State Bank, a Texas South Carolina banking corporation and a direct, wholly owned subsidiary Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”, and, following the Bank Merger, the separate corporate existence of the Company Georgia Bank Subsidiary & Trust 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 after the Second Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger, in substantially a form to be specified by Parent in consultation with the form set forth in Exhibit B hereto Company (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished prior to the filing of applications for such Regulatory Approvals: (ax) the Company shall cause the Company board of directors of Georgia Bank Subsidiary & Trust to approve the Subsidiary Plan of MergerBank Merger Agreement; the Company, as the sole stockholder shareholder of the Company Georgia Bank Subsidiary& Trust, shall approve the Subsidiary Plan of MergerBank Merger Agreement; and the Company shall cause the Subsidiary Plan of Merger Georgia Bank & Trust to be duly executed by the Company Bank Subsidiary execute and delivered deliver to Parent the Bank Merger Agreement; and (by) Parent shall cause the board of directors of Parent Bank to approve the Subsidiary Plan of MergerBank Merger Agreement; Parent, as the sole stockholder shareholder of Parent Bank, shall approve the Subsidiary Plan of MergerBank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Subsidiary Plan of Company the Bank Merger to CompanyAgreement. Prior to the Second Effective Time, the Surviving Parent Company shall cause the Company Georgia Bank Subsidiary & Trust, and Parent Bank shall cause Parent Bank, to execute such certificates articles of merger and articles of combination and such any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Second Effective Time.