Directors of the Surviving Bank. At the Effective Time, the directors of the Merging Bank immediately prior thereto shall cease to hold office, and each director of the Surviving Bank immediately prior thereto shall remain a director of the Surviving Bank and shall thereafter hold such office for the remainder of his or her term of office and until his or her successor has been elected and qualified, or as otherwise provided in the Articles of Incorporation or the Bylaws of the Surviving Bank or by the Code.
Directors of the Surviving Bank. Upon and after the Effective Date, until changed in accordance with the Charter and Bylaws of the Surviving Bank and applicable law, the number of directors of the Surviving Bank shall be seven. The names of those persons who, upon and after the Effective Date, shall be directors of the Surviving Bank are set forth below. Each such director shall serve for the term which expires at the annual meeting of shareholders of the Surviving Bank in the year set forth after his respective name, and until a successor is elected and qualified. Name Term Expires ---------------------------------- ------------ Xxxx X. Xxxxxxx 2002 Xxxxxxx X. Xxxxx 2003 Xxxx X. Xxxxxxxxx 2003 Xxxxx X. Xxxxxxxxxxx 2004 Xxxx X. Xxxxx 2004 Xxxxxxx X. Xxxxxxx 2004 Xxxx X. Xxxxxxx 2005 Xxxxxx Xxxxxxx 2005 The address of each such director is c/o Oswego County Savings Bank, 00 Xxxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000.
Directors of the Surviving Bank. Upon and after the Effective Date, until changed in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank and applicable law, the number of directors of the Surviving Bank shall be ten (10). The names and addresses of those persons who, upon and after the Effective Date, shall be directors of the Surviving Bank are set forth in Schedule A hereto, which is hereby incorporated herein by reference. Each such director shall serve for the term which expires at the annual meeting of shareholders of the Surviving Bank in the year set forth after his respective name in Schedule A, and until a successor is elected and qualified.
Directors of the Surviving Bank. Upon and after the Effective Date, until changed in accordance with the Charter and Bylaws of the Surviving Bank and applicable law, the number of directors of the Surviving Bank shall be eight. The names of those persons who, upon and after the Effective Date, shall be directors of the Surviving Bank are set forth below. Each such director shall serve for the term which expires at the annual meeting of shareholders of the Surviving Bank in the year set forth after his respective name, and until a successor is elected and qualified. Xxxxxxx X. Xxxxxx 2005 Xxxxx X. Xxxxxxxxx 2007 Xxxxx X. Grow 2007 Xxxx X. Xxxxxx 2005 T. Xxxxxxx Xxxxxx 2007 Xxxxxxx X. XxXxxxx 2006 Xxxxxxx X. Xxxxxxxxx 2005 Xxxxxx X. Xxxxxxxx 2006 The address of each such director is c/o The Rome Savings Bank, 000 Xxxx Xxxxxxxx Xx., Rome, New York 13440.
Directors of the Surviving Bank. The board of directors of the Surviving Bank shall take all appropriate action so that at and after the Effective Time the board of directors of the Surviving Bank is increased to fourteen (14) members, (i) nine (9) of whom shall be the directors of the Surviving Bank immediately prior to the Effective Time and (ii) five (5) of whom shall be the members of the board of directors of the Merging Bank who are set forth on Schedule 2.4 (or if, prior to the Effective Time, any such person becomes unable or unwilling to serve in such position, a replacement mutually acceptable to the Merging Bank and the Surviving Bank), each of whom shall serve as the directors of the Surviving Bank until their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal from office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank.
Directors of the Surviving Bank. Immediately after the Effective Time, the Board of Directors of the Surviving Bank shall be comprised of the persons serving as directors of WAB immediately prior to the Effective Time. Such persons shall serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.
Directors of the Surviving Bank. The directors of Cathay Bank immediately prior to the Effective Time shall be the directors of Cathay Bank, as the surviving corporation of the Bank Merger; provided, that the Chairman, President and Chief Executive Officer of General Bank and two other directors of General Bank or GBC designated by Cathay Bank (each, a "CONTINUING DIRECTOR") shall, at the Effective Time, also be appointed to serve as directors of Cathay Bank, as the surviving corporation of the Bank Merger, from and after the Effective Time and until the earlier of their death, resignation or removal, or until their respective successors shall be duly elected and qualified; provided further, that the Chairman, President and Chief Executive Officer of General Bank shall be appointed as Executive Vice Chairman of Cathay Bank's Board of Directors. After the Effective Time until the next annual meeting of shareholders, in the event that a Continuing Director shall resign, be removed or no longer be able to serve (for whatever reason), then the Board of Directors of Cathay Bank shall fill such vacancy by either electing a member of the Board of Directors of General Bank or GBC immediately prior to the Effective Time or, if appropriate, shall nominate such person for election as a director by Cathay General Bancorp (as the sole shareholder of Cathay Bank), and Cathay General Bancorp shall vote its shares of Cathay Bank to elect the nominee to fill such vacancy.
Directors of the Surviving Bank. The directors of CNB Bank immediately prior to the Effective Time shall be the directors of the Surviving Bank, each of whom shall serve in accordance with the Articles of Incorporation and the Bylaws of the Surviving Bank.
Directors of the Surviving Bank. Acquiror, as sole shareholder of Interim Bank (and the Surviving Bank after the Merger), shall take all action necessary to reconstitute the Board of Directors of the Surviving Bank such that the directors of the Surviving Bank immediately after the Merger shall be comprised of Persons who are the members of the Bank Board immediately prior to the Effective Time and certain other Persons designated by Acquiror, and such Persons shall serve as directors of the Surviving Bank until such time as their successors shall be duly elected and qualified.
Directors of the Surviving Bank. At the Effective Time, the directors of the Bank immediately prior to the Effective Time shall continue to be the directors of the Surviving Bank; provided, however, that at the Effective Time, the number of persons constituting the board of directors of the Bank shall be increased by one (1) director (or otherwise create a vacancy on the Board of Directors of the Bank) and the Board of Directors of the Bank shall appoint an individual who, immediately prior to the Effective Time, served as a member of the Board of Greater Xxxxxx to fill such vacancy for a term expiring at the Bank’s next annual meeting. Such additional director shall be recommended by the Board of Greater Xxxxxx prior to the Effective Time, and shall be subject to approval by ConnectOne. At the Bank’s next annual meeting, the Bank shall nominate and ConnectOne shall elect such additional director to the Bank’s Board of Directors for a term of one (1) year and, in connection with each of the Bank’s subsequent annual meetings, such additional director shall be given the same consideration with respect to continued service on the Board of Directors of the Bank as all other directors on the Board of Directors of the Bank. The directors of the Surviving Bank immediately after the Effective Time shall hold office until his or her successor is elected and qualified or otherwise in accordance with the certificate of incorporation and by-laws of the Surviving Bank.
