Bank Mergers. Immediately following the consummation of the Integrated Mergers, Parent Bank, TBOD and VPB will consummate the Bank Mergers under which (i) TBOD will merge with and into Parent Bank pursuant to the TBOD Bank Merger Agreement and (ii) immediately thereafter, VPB will merge with and into Parent Bank pursuant to the VPB Bank Merger Agreement. Parent Bank 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 Second-Step Merger and the VPB Bank Merger shall become effective immediately after the effective time of the TBOD Bank Merger. Prior to the Effective Time, the Company shall cause each of TBOD and VPB, and Parent shall cause Parent Bank, 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. (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.
(b) Each of the Bank Mergers shall be implemented pursuant to a subsidiary plan of merger, in a form to be specified by Parent and approved by the Company, such approval not to be unreasonably withheld or delayed (a “Subsidiary Plan of Merger”). 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: (i) the Company shall cause each Company Subsidiary Bank to approve a Subsidiary Plan of Merger, the Company, as the sole shareholder of each Company Subsidiary Bank shall approve each Subsidiary Plan of Merger, and the Company shall cause each Subsidiary Plan of Merger to be duly executed by each Company Subsidiary Bank and delivered to Parent and (ii) following the formation of the Parent Bank Subsidiaries, Parent shall cause each Parent Bank Subsidiary to approve a Subsidiary Plan of Merger, Parent shall cause Parent Bank, as the sole shareholder of each Parent Bank Subsidiary, to approve a Subsidiary Plan of Merger for each Parent Bank Subsidiary, and Parent shall cause each Parent Bank Subsidiary to duly execute and deliver a Subsidiary Plan of Merger. Prior to the Effective Time the Company shall cause each Company Subsidiary Bank, and Parent shall cause Parent Bank to cause each Parent Bank Subsidiary, to execute such certificate of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Mergers effective, subject to the closing conditions set forth in Article VII, and Parent shall cause such documents to be timely and appropriately fil...
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. 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. 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. WCBI and PBI 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 Warwick Savings with and into Provident Bank, with Provident Bank as the surviving institution, (ii) the merger of TCB with and into Provident Bank, with Provident Bank as the surviving institution, and (iii) the merger of Warwick Commercial Bank with and into Provident Municipal Bank, with Provident Municipal Bank as the surviving institution. In addition, following the execution and delivery of this Agreement: (x) PBI will cause Provident Bank, and WCBI will cause Warwick Savings, to execute and deliver a Plan of Bank Merger substantially in the form attached to this Agreement as Exhibit A; (y) PBI will cause Provident Bank, and WCBI will cause TCB, to execute and deliver a Plan of Bank Merger substantially in the form attached to this Agreement as Exhibit B; and (z) Provident Bank will cause Provident Municipal Bank, and Warwick Savings will cause Warwick Commercial Bank, to execute and deliver a Plan of Bank Merger substantially in the form attached to this Agreement as Exhibit C.
Bank Mergers. 2 1.3 Time and Place of Closing...............................................................................2 1.4
Bank Mergers. Subject to the terms and conditions of this Agreement and plans of merger, in form mutually acceptable to Carolina First and FCC (each, a "Bank Plan of Merger"), at a time or times subsequent to the Effective Time designated by FCC, each of the Carolina First Banks shall be merged (the "Bank Mergers") with and into FCC Bank pursuant to the provisions provided in 12 U.S.C. secs. 1815(d) and 1828(c). FCC Bank shall be the Surviving Bank resulting from each of the Bank Mergers and shall continue to be governed by the Laws of the United States. The Bank Mergers pursuant to the Bank Plans of Merger will be approved and adopted by the respective Boards of Directors of each Carolina First Bank and FCC Bank at the first regularly-scheduled meetings of such Boards of Directors following the date of this Agreement.
Bank Mergers. Section 1.2
