Bank Mergers. Immediately following the consummation of the Merger, LINKBANK, TBOD and VPB will consummate the Bank Mergers under which (i) TBOD will merge with and into LINKBANK pursuant to the TBOD Bank Merger Agreement and (ii) immediately thereafter, VPB will merge with and into LINKBANK pursuant to the VPB Bank Merger Agreement. LINKBANK shall be the surviving bank in each of the Bank Mergers and, following the applicable Bank Merger, the separate corporate existence of each of TBOD and VPB shall cease. The TBOD Bank Merger shall become effective immediately after the effective time of the Merger and the VPB Bank Merger shall become effective immediately after the effective time of the TBOD Bank Merger. Prior to the Effective Time, Partners shall cause each of TBOD and VPB, and LINK shall cause LINKBANK, to execute such certificates of merger and such other documents and certificates as are necessary, required or desirable to make the Bank Mergers effective (the “Bank Merger Certificates”) at the times specified in the foregoing sentence.
Bank Mergers. As soon as possible following the Effective Time of the Holding Company Merger, City Holding shall cause the Horizon Banks to merge into City National.
Bank Mergers. At the request of the Buyer, subject to Sections 2.12 and 5.18 hereof, the Seller shall take and shall cause its bank subsidiaries to take all necessary actions to effectuate mergers of each of the subsidiary banks with the Buyer Bank in accordance with the requirements of all applicable laws and regulations.
Bank Mergers. FNFG and HRB shall use their reasonable best efforts to cause the following transactions to occur as soon as practicable after the Effective Time: (i) the merger of HRBT with and into First Niagara Bank, with First Niagara Bank as the surviving institution, and (ii) the merger of HR Bank with and into First Niagara Commercial Bank, with First Niagara Commercial Bank as the surviving institution. In addition, following the execution and delivery of this Agreement: (x) FNFG will cause First Niagara Bank, and HRB will cause HRBT, to execute and deliver a Plan of Bank Merger substantially in the form attached to this Agreement as Exhibit A; and (y) First Niagara Bank will cause First Niagara Commercial Bank, and HRBT will cause HR Bank, to execute and deliver a Plan of Bank Merger substantially in the form attached to this Agreement as Exhibit B.
Bank Mergers. Before the Effective Time, MetroCorp shall cause the Banks to cooperate with East West and East West Bank as necessary in conjunction with all approvals, filings, and other steps necessary to cause the completion of the Bank Mergers after the Effective Time. The Bank Merger Agreements shall be substantially in such form and have such other provisions as shall reasonably be determined by East West and reasonably acceptable to MetroCorp.
Bank Mergers. (a) Simultaneously with the Merger, each of Xxxxxxxxxx Trust Company, The Bank of Western Massachusetts, Flagship Bank and Trust Company, Maine Bank & Trust, Ocean National Bank, and Xxxxxxx Merchants Bank (collectively, the “Company Subsidiary Banks”) shall be merged with and into separate to-be-formed federally chartered savings bank subsidiaries (each a “Parent Bank Subsidiary”) of People’s United Bank, a federally chartered savings bank and a wholly-owned Subsidiary of Parent (“Parent Bank”). Such mergers are hereinafter sometimes referred to as the “Bank Mergers”. Each Parent Bank Subsidiary shall be the surviving entity in its respective Bank Merger and shall continue its corporate existence and, following such Bank Merger, the corporate existence of the applicable Company Bank Subsidiary shall cease.
Bank Mergers. (a) Simultaneously with the execution and delivery of this Agreement by the Company and Purchaser, Purchaser Bank and FNBM have entered into a Plan of Bank Merger, in the form attached hereto as Exhibit B (the “Plan of Bank Merger”), pursuant to which FNBM shall merge with and into Purchaser Bank as soon as practicable after the consummation of the Merger (the “FNBM Bank Merger,” and together with the BOW Merger, the “Bank Mergers”).
Bank Mergers. 9 2.04 Effective Date and Effective Time..................................................10 2.05 Reservation of Right to Revise Transaction.........................................10 ARTICLE III CONSIDERATION; EXCHANGE PROCEDURES
Bank Mergers. At the Effective Time and simultaneously with the Company Merger, each of ALBANK Commercial and ALBANK, FSB, a federally chartered savings bank and wholly owned Subsidiary of ALBANK, shall be merged with and into Charter One Bank F.S.B., a federally chartered savings bank and wholly-owned Subsidiary of Charter Michigan ("Charter One Bank"). Such mergers are hereinafter sometimes referred to as the "Bank Mergers". The Bank Mergers shall be implemented pursuant to Subsidiary Plan of Merger I and Subsidiary Plan of Merger II, in substantially the form of Exhibits B and C. In order to obtain the necessary state and federal regulatory approvals for the Bank Mergers, the parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (a) ALBANK shall cause the Board of Directors of ALBANK Commercial to approve Subsidiary Plan of Merger I, ALBANK as the sole stockholder of ALBANK Commercial shall approve Subsidiary Plan of Merger I, and ALBANK shall cause Subsidiary Plan of Merger I to be duly executed by ALBANK Commercial and delivered to COFI; (b) ALBANK shall cause the Board of Directors of ALBANK, FSB to approve Subsidiary Plan of Merger II, ALBANK as the sole stockholder of ALBANK, FSB shall approve Subsidiary Plan of Merger II, and ALBANK shall cause Subsidiary Plan of Merger II to be duly executed by ALBANK, FSB and delivered to COFI; and (c) Charter Michigan shall cause the Board of Directors of Charter One Bank to approve Subsidiary Plan of Merger I and Subsidiary Plan of Merger II, Charter Michigan as the sole stockholder of Charter One Bank shall approve Subsidiary Plan of Merger I and Subsidiary Plan of Merger II, and Charter Michigan shall cause Subsidiary Plan of Merger I and Subsidiary Plan of Merger II to be duly executed by Charter One Bank and delivered to ALBANK. Prior to the Effective Time, ALBANK shall cause ALBANK Commercial and ALBANK, FSB, and Charter Michigan shall cause Charter One Bank to execute such certificate of merger and articles of combination as are necessary to make effective the Bank Mergers and cause such documents to be timely and appropriately filed and endorsed, where required, by the New York State Banking Department and the OTS so that the Bank Mergers shall become effective at the Effective Time. If necessary to prevent COFI from being deemed subject to the BHCA for a moment in time, the Bank Mergers shall become effective immediately prior to the Company Merger.
Bank Mergers. Immediately following the Effective Time, or at such later time as Acquiror may determine in its sole discretion, (a) Bank A will merge with and into Acquiror Bank; and (b) Bank B will merge with and into Acquiror Bank (collectively, the “Bank Mergers”), in each case pursuant to an agreement and plan of merger to be agreed upon by Acquiror and the Company and executed prior to the Closing Date, which agreement shall be in form and substance customary for mergers similar to the Bank Mergers. Acquiror Bank shall be the surviving entity in the Bank Mergers and, following each Bank Merger, the separate corporate existence of the applicable Bank shall cease. Prior to the Effective Time, the Company shall cause each of Bank A and Bank B, and Acquiror shall cause Acquiror Bank, to execute such certificates or articles of merger and such other documents and certificates as are necessary to effectuate the Bank Mergers (collectively, the “Bank Merger Certificates”).
