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.
Appears in 2 contracts
Samples: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Partners Bancorp)
Bank Mergers. Immediately following the consummation of the Integrated MergersMerger, Parent BankLINKBANK, TBOD and VPB will consummate the Bank Mergers under which (i) TBOD will merge with and into Parent Bank LINKBANK pursuant to the TBOD Bank Merger Agreement and (ii) immediately thereafter, VPB will merge with and into Parent Bank LINKBANK pursuant to the VPB Bank Merger Agreement. Parent Bank 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 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 Partners shall cause each of TBOD and VPB, and Parent LINK shall cause Parent BankLINKBANK, 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.
Appears in 2 contracts
Samples: Merger Agreement (LINKBANCORP, Inc.), Merger Agreement (Partners Bancorp)