Common use of Effect of the Subsidiary Merger Clause in Contracts

Effect of the Subsidiary Merger. (a) At the Subsidiary Merger Effective Time: (i) the separate existence of the Company Bank shall cease and the Company Bank shall be merged with and into LB (LB is sometimes referred to as herein as the “Surviving Bank”); (ii) the Certificate of Incorporation of LB as in effect immediately prior to the Subsidiary Merger Effective Time shall be the Certificate of Incorporation of the Surviving Bank until duly amended in accordance with applicable law, and the name of the Surviving Bank shall be Lakeland Bank; (iii) the Bylaws of LB as in effect immediately prior to the Subsidiary Merger Effective Time shall be the Bylaws of the Surviving Bank; (iv) the main office and branch offices of LB established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on Exhibit A attached hereto and the main office and branch offices of the Company Bank established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on Exhibit B attached hereto shall become established and authorized branch offices of the Surviving Bank; (v) the directors of LB immediately prior to the Subsidiary Merger Effective Time shall be the directors of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified (the names of the directors of the Surviving Bank are listed on Exhibit C attached hereto); and (vi) the executive officers of LB immediately prior to the Subsidiary Merger Effective Time shall be the executive officers of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified (the names of the executive officers of the Surviving Bank are listed on Exhibit D attached hereto); (b) At and after the Subsidiary Merger Effective Time, the Subsidiary Merger shall have all the effects set forth in N.J.S.A. 17:9A-139 and, in connection therewith, all assets of LB and the Company Bank as they exist at the Subsidiary Merger Effective Time shall pass to and vest in the Surviving Bank without any conveyance or other transfer. The Surviving Bank shall be responsible for all liabilities and obligations of every kind and description of each of the Company Bank and LB existing as of the Subsidiary Merger Effective Time, whether matured or unmatured, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of LB or the Company Bank. (c) The business of the Surviving Bank shall be that of a New Jersey commercial banking corporation, which shall be conducted as its headquarters or main office at 200 Xxx Xxxxx Xxxx, Xxx Xxxxx, Xxx Xxxxxx and its established and authorized branch offices which are listed on Exhibits A and B. ARTICLE II EFFECT OF THE SUBSIDIARY MERGER ON THE CAPITAL OF THE CONSTITUENT BANKS; EXCHANGE OF CERTIFICATES

Effect of the Subsidiary Merger. (a) At the Subsidiary Merger Effective Time: (i) the separate existence of the Company Bank Association shall cease and the Company Bank Association shall be merged with and into LB the Bank (LB the Bank is sometimes referred to as herein as the “"Surviving Bank”"); (ii) the Certificate of Incorporation of LB the Bank as in effect immediately prior to the Subsidiary Merger Effective Time shall be the Certificate of Incorporation of the Surviving Bank until duly amended in accordance with applicable law, and the name of the Surviving Bank shall be Lakeland Xxxxxx United Bank; (iii) the Bylaws of LB the Bank as in effect immediately prior to the Subsidiary Merger Effective Time shall be the Bylaws of the Surviving Bank; (iv) the main office and branch offices of LB the Bank established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on Exhibit A attached hereto and the main office and branch offices of the Company Bank Association established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on Exhibit B attached hereto shall become established and authorized branch offices of the Surviving Bank; (v) the directors of LB the Bank immediately prior to the Subsidiary Merger Effective Time shall be the directors of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified (the names of the directors of the Surviving Bank are listed on Exhibit C attached hereto); and (vi) the executive officers of LB the Bank immediately prior to the Subsidiary Merger Effective Time shall be the executive officers of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified (the names of the executive officers of the Surviving Bank are listed on Exhibit D attached hereto); (b) At and after the Subsidiary Merger Effective Time, the Subsidiary Merger shall have all the effects set forth in N.J.S.A. 17:9A-139 and, in connection therewith, all assets of LB the Bank and the Company Bank Association as they exist at the Subsidiary Merger Effective Time shall pass to and vest in the Surviving Bank without any conveyance or other transfer. The Surviving Bank shall be responsible for all liabilities and obligations of every kind and description of each of the Company Association and the Bank and LB existing as of the Subsidiary Merger Effective Time, whether matured or unmatured, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of LB the Association or the Company Bank. (c) The business of the Surviving Bank shall be that of a New Jersey commercial banking corporation, which shall be conducted as its headquarters or main office at 200 Xxx 0000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxx Xxxxx, Xxx Xxxxxx and its established and authorized branch offices which are listed on Exhibits A and B. ARTICLE II EFFECT OF THE SUBSIDIARY MERGER ON THE CAPITAL OF THE CONSTITUENT BANKS; EXCHANGE OF CERTIFICATES

Effect of the Subsidiary Merger. (a) At the Subsidiary Merger Effective Time: (i) the separate existence of the Company Bank Community shall cease and the Company Bank Community shall be merged with and into LB the Bank (LB the Bank is sometimes referred to as herein as the “"Surviving Bank”"), except that at the Effective Time the business of Community shall be operated as a division of the Surviving Bank called "Community National Division of Xxxxxx United Bank" or such other similar name as agreed to by the parties (the "New Division"); (ii) the Certificate of Incorporation of LB the Bank as in effect immediately prior to the Subsidiary Merger Effective Time shall be the Certificate of Incorporation of the Surviving Bank until duly amended in accordance with applicable law, and the name of the Surviving Bank shall be Lakeland Xxxxxx United Bank; (iii) the Bylaws of LB the Bank as in effect immediately prior to the Subsidiary Merger Effective Time shall be the Bylaws of the Surviving Bank; (iv) the main office and branch offices of LB the Bank established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on Exhibit A attached hereto and the main office and branch offices of the Company Bank Community established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on Exhibit B attached hereto shall become established and authorized branch offices of the Surviving Bank; (v) the directors of LB the Bank immediately prior to the Subsidiary Merger Effective Time and Xxxxxx X. Xxxxxx who will be appointed by the Bank at the Subsidiary Merger Effective Time, shall be the directors of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified (the names of the directors of the Surviving Bank are listed on Exhibit C attached hereto); and; (vi) the executive officers of LB the Bank immediately prior to the Subsidiary Merger Effective Time shall be the executive officers of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified (the names of the executive officers of the Surviving Bank are listed on Exhibit D attached hereto);; and (vii) an advisory board to the New Division shall be created and such other appointments shall be made pursuant to Section 5.20 of the Parent Merger Agreement (b) At and after the Subsidiary Merger Effective Time, the Subsidiary Merger shall have all the effects set forth in N.J.S.A. 17:9A-139 and 12 U.S.C. 214a and, in connection therewith, all assets of LB the Bank and the Company Bank Community as they exist at the Subsidiary Merger Effective Time shall pass to and vest in the Surviving Bank without any conveyance or other transfer. The Surviving Bank shall be responsible for all liabilities and obligations of every kind and description of each of Community and the Company Bank and LB existing as of the Subsidiary Merger Effective Time, whether matured or unmatured, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of LB Community or the Company Bank. (c) The business of the Surviving Bank shall be that of a New Jersey commercial banking corporation, which shall be conducted as its headquarters or main office at 200 Xxx 0000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxx Xxxxx, Xxx Xxxxxx and its established and authorized branch offices which are listed on Exhibits A and B. ARTICLE II EFFECT OF THE SUBSIDIARY MERGER ON THE CAPITAL OF THE CONSTITUENT BANKS; EXCHANGE OF CERTIFICATES

Effect of the Subsidiary Merger. (a) At the Subsidiary Merger Effective Time: (i) the separate existence of the Company Vista Bank shall cease and the Company Vista Bank shall be merged with and into LB the Bank (LB the Bank is sometimes referred to as herein as the “Surviving Bank”"SURVIVING BANK"); (ii) the Certificate of Incorporation of LB the Bank as in effect immediately prior to the Subsidiary Merger Effective Time shall be the Certificate of Incorporation of the Surviving Bank until duly amended in accordance with applicable law, and the name of the Surviving Bank shall be Lakeland UnitedTrust Bank; (iii) the Bylaws of LB the Bank as in effect immediately prior to the Subsidiary Merger Effective Time shall be the Bylaws of the Surviving Bank; (iv) the main office and branch offices of LB established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on Exhibit A attached hereto and the main office and branch offices of the Company Bank established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on Exhibit EXHIBIT A attached hereto, and the main office and branch offices of Vista Bank established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on EXHIBIT B attached hereto shall become established and authorized branch offices of the Surviving Bank; (v) the directors of LB the Bank immediately prior to the Subsidiary Merger Effective Time and Xxxxxxx Xxxxxxx, Xxxxxx X. Xxxxx and one other director of Vista to be chosen by the Bank shall be the directors of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified (the names of the directors of the Surviving Bank are listed on Exhibit EXHIBIT C attached hereto); and (vi) the executive officers of LB the Bank immediately prior to the Subsidiary Merger Effective Time shall be the executive officers of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified qualified, (the names of the executive officers of the Surviving Bank are listed on Exhibit EXHIBIT D attached hereto); (b) At and after the Subsidiary Merger Effective Time, the Subsidiary Merger shall have all the effects set forth in N.J.S.A. 17:9A-139 and Section 214b of the National Bank Merger Act, as amended and, in connection therewith, all assets of LB the Bank and the Company of Vista Bank as they exist at the Subsidiary Merger Effective Time shall pass to and vest in the Surviving Bank without any conveyance or other transfer. The Surviving Bank shall be responsible for all liabilities and obligations of every kind and description of each of the Company Vista Bank and LB the Bank existing as of the Subsidiary Merger Effective Time, whether matured or unmatured, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of LB Vista Bank or the Company Bank. (c) The business of the Surviving Bank shall be that of a New Jersey commercial banking corporation, which shall be conducted as its headquarters or main office at 200 Xxx 0000 Xxxxx 00 Xxxx, Xxx XxxxxXxxxxxxxxxx, Xxx Xxxxxx and its established and authorized branch offices which are listed on Exhibits EXHIBITS A and AND B. ARTICLE II EFFECT OF THE SUBSIDIARY MERGER ON THE CAPITAL OF THE CONSTITUENT BANKS; EXCHANGE OF CERTIFICATES

Effect of the Subsidiary Merger. (a) At the Subsidiary Merger Effective Time: (i) the separate existence of the Company Bank Association shall cease and the Company Bank Association shall be merged with and into LB the Bank (LB the Bank is sometimes referred to as herein as the “"Surviving Bank”"); (ii) the Certificate of Incorporation of LB the Bank as in effect immediately prior to the Subsidiary Merger Effective Time shall be the Certificate of Incorporation of the Surviving Bank until duly amended in accordance with applicable law, and the name of the Surviving Bank shall be Lakeland Xxxxxx United Bank; (iii) the Bylaws of LB the Bank as in effect immediately prior to the Subsidiary Merger Effective Time shall be the Bylaws of the Surviving Bank; (iv) the main office and branch offices of LB the Bank established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on Exhibit A attached hereto and the main office and branch offices of the Company Bank Association established and authorized immediately prior to the Subsidiary Merger Effective Time and listed on Exhibit B attached hereto shall become established and authorized branch offices of the Surviving Bank; (v) the directors of LB the Bank immediately prior to the Subsidiary Merger Effective Time plus Xxxxxx X. Xxxxxx, Xx. shall be the directors of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified (the names of the directors of the Surviving Bank are listed on Exhibit C attached hereto); and (vi) the executive officers of LB the Bank immediately prior to the Subsidiary Merger Effective Time shall be the executive officers of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified (the names of the executive officers of the Surviving Bank are listed on Exhibit D attached hereto); (b) At and after the Subsidiary Merger Effective Time, the Subsidiary Merger shall have all the effects set forth in N.J.S.A. 17:9A-139 and, in connection therewith, all assets of LB the Bank and the Company Bank Association as they exist at the Subsidiary Merger Effective Time shall pass to and vest in the Surviving Bank without any conveyance or other transfer. The Surviving Bank shall be responsible for all liabilities and obligations of every kind and description of each of the Company Association and the Bank and LB existing as of the Subsidiary Merger Effective Time, whether matured or unmatured, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of LB the Association or the Company Bank. (c) The business of the Surviving Bank shall be that of a New Jersey commercial banking corporation, which shall be conducted as its headquarters or main office at 200 Xxx 0000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxx Xxxxx, Xxx Xxxxxx and its established and authorized branch offices which are listed on Exhibits A and B. ARTICLE II EFFECT OF THE SUBSIDIARY MERGER ON THE CAPITAL OF THE CONSTITUENT BANKS; EXCHANGE OF CERTIFICATES