Common use of Consummation of Merger; Closing Date Clause in Contracts

Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, First National/Osceola shall be merged with and into FINB (which has heretofore and shall hereinafter be referred to as the "Merger"), under the charter of First National/Osceola, pursuant to 12 U.S.C. ss.215a of the National Bank Act, and FINB shall be the surviving corporation (sometimes hereinafter referred to as "Surviving Bank" when reference is made to it after the Effective Time of the Merger (as defined below)). The name of the Surviving Bank shall be First National Bank of Osceola County, and the business of the Surviving Bank shall be that of a national banking association. The Merger shall become effective on the date and at the time set forth in the Certificate of Merger relating to the Merger issued by the Office of the Comptroller of the Currency (the "OCC") (such time is hereinafter referred to as the "Effective Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by First National/Osceola and CBF, the Effective Time of the Merger shall occur on the 10th business day following the later to occur of (i) the effective date (including the expiration of any applicable waiting period) of the last required Consent (as defined below) of any Regulatory Authority (as defined below) having authority over the transactions contemplated pursuant to this Agreement, (ii) the date on which the shareholders of First National/Osceola approve the transactions contemplated by this Agreement, and (iii) the date of the satisfaction or waiver of all other conditions precedent to the transactions contemplated by this Agreement. As used in this Agreement, "Consent" shall mean a consent, approval, authorization, waiver, clearance, exemption or similar affirmation by any person pursuant to any contract, permit, law, regulation or order, and "Regulatory Authorities" shall mean, collectively, the OCC, the Florida Department of Banking and Finance (the "Florida Department"), the Office of Thrift Supervision ("OTS"), the Federal Trade Commission (the "FTC"), the United States Department of Justice (the "Justice Department"), the Board of Governors of the Federal Reserve System (the "FRB"), the Federal Deposit Insurance Corporation (the "FDIC"), the National Association of Securities Dealers, Inc., all national securities exchanges and the Securities and Exchange Commission (the "SEC").

Appears in 2 contracts

Samples: Centerstate Banks of Florida Inc, Centerstate Banks of Florida Inc

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Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, First National/Osceola Community National Bank shall be merged with and into FINB CINB (which has heretofore and shall hereinafter be referred to as the "Merger"), under the charter of First National/OsceolaCommunity National Bank, pursuant to 12 U.S.C. ss.215a of the National Bank Act, and FINB CINB shall be the surviving corporation (sometimes hereinafter referred to as "Surviving Bank" when reference is made to it after the Effective Time of the Merger (as defined below)). The name of the Surviving Bank shall be First Community National Bank of Osceola Pasco County, and the business of the Surviving Bank shall be that of a national banking association. The Merger shall become effective on the date and at the time set forth in the Certificate of Merger relating to the Merger issued by the Office of the Comptroller of the Currency (the "OCC") (such time is hereinafter referred to as the "Effective Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by First National/Osceola Community National Bank and CBF, the Effective Time of the Merger shall occur on the 10th business day following the later to occur of (i) the effective date (including the expiration of any applicable waiting period) of the last required Consent (as defined below) of any Regulatory Authority (as defined below) having authority over the transactions contemplated pursuant to this Agreement, (ii) the date on which the shareholders of First National/Osceola Community National Bank approve the transactions contemplated by this Agreement, and (iii) the date of the satisfaction or waiver of all other conditions precedent to the transactions contemplated by this Agreement. As used in this Agreement, "Consent" shall mean a consent, approval, authorization, waiver, clearance, exemption or similar affirmation by any person pursuant to any contract, permit, law, regulation or order, and "Regulatory Authorities" shall mean, collectively, the OCC, the Florida Department of Banking and Finance (the "Florida Department"), the Office of Thrift Supervision ("OTS"), the Federal Trade Commission (the "FTC"), the United States Department of Justice (the "Justice Department"), the Board of Governors of the Federal Reserve System (the "FRB"), the Federal Deposit Insurance Corporation (the "FDIC"), the National Association of Securities Dealers, Inc., all national securities exchanges and the Securities and Exchange Commission (the "SEC").

Appears in 2 contracts

Samples: Centerstate Banks of Florida Inc, Centerstate Banks of Florida Inc

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Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, First National/Osceola Polk shall be merged with and into FINB (which has heretofore and shall hereinafter be referred to as the "Merger"), under the charter of First National/OsceolaPolk, pursuant to 12 U.S.C. ss.215a of the National Bank Act, and FINB shall be the surviving corporation (sometimes hereinafter referred to as "Surviving Bank" when reference is made to it after the Effective Time of the Merger (as defined below)). The name of the Surviving Bank shall be First National Bank of Osceola Polk County, and the business of the Surviving Bank shall be that of a national banking association. The Merger shall become effective on the date and at the time set forth in the Certificate of Merger relating to the Merger issued by the Office of the Comptroller of the Currency (the "OCC") (such time is hereinafter referred to as the "Effective Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by First National/Osceola Polk and CBF, the Effective Time of the Merger shall occur on the 10th business day following the later to occur of (i) the effective date (including the expiration of any applicable waiting period) of the last required Consent (as defined below) of any Regulatory Authority (as defined below) having authority over the transactions contemplated pursuant to this Agreement, (ii) the date on which the shareholders of First National/Osceola Polk approve the transactions contemplated by this Agreement, and (iii) the date of the satisfaction or waiver of all other conditions precedent to the transactions contemplated by this Agreement. As used in this Agreement, "Consent" shall mean a consent, approval, authorization, waiver, clearance, exemption or similar affirmation by any person pursuant to any contract, permit, law, regulation or order, and "Regulatory Authorities" shall mean, collectively, the OCC, the Florida Department of Banking and Finance (the "Florida Department"), the Office of Thrift Supervision ("OTS"), the Federal Trade Commission (the "FTC"), the United States Department of Justice (the "Justice Department"), the Board of Governors of the Federal Reserve System (the "FRB"), the Federal Deposit Insurance Corporation (the "FDIC"), the National Association of Securities Dealers, Inc., all national securities exchanges and the Securities and Exchange Commission (the "SEC").

Appears in 2 contracts

Samples: Centerstate Banks of Florida Inc, Centerstate Banks of Florida Inc

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