Common use of Effective Time; Effects of the Merger Clause in Contracts

Effective Time; Effects of the Merger. a. The Bank Merger shall become effective at the later of (i) the time and date designated by United Bank to the Virginia Bureau of Financial Institutions as the time and date on which the Bank Merger shall be effective and (ii) the time and date on which the Virginia Bureau of Financial Institutions orders the Bank Merger to be effective; provided, however, that in no event shall the Effective Time be earlier than, or at the same time as, the effective time of the merger (the “Merger”) of Cardinal Financial Corporation, the parent company of Cardinal Bank (“Cardinal”), with and into UBV Holding Company, LLC, the parent company of United Bank (“UBV”), and wholly-owned subsidiary of United Bankshares, Inc. (“UBSI”); such time referred to herein as the “Effective Time.” b. The business of the Successor Institution shall be that of a Virginia chartered commercial bank. The business shall be conducted by the Successor Institution at its principal office, which shall be located at the principal office of United Bank at 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000; at all duly authorized and operating branches of United Bank and Cardinal Bank as of the Effective Time, together with the principal office of Cardinal Bank, which shall be operated as a branch of the Successor Institution; and at all other offices and facilities of United Bank and Cardinal Bank established as of the Effective Time. c. At the Effective Time, the Bank Merger shall have the effects set forth in Section 13.1-721 of the VSCA. At the Effective Time, the separate existence of Cardinal Bank shall cease and the corporate existence of United Bank, as the Successor Institution, shall continue unaffected and unimpaired by the Bank Merger; and the Successor Institution shall be deemed to be the same business and corporate entity as each of Cardinal Bank and United Bank. At the Effective Time, by virtue of the Bank Merger and without any further act, deed, conveyance or other transfer, all of the property, rights, powers and franchises of Cardinal Bank and United Bank shall vest in United Bank as the Successor Institution, and the Successor Institution shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of Cardinal Bank and United Bank, and to have succeeded to all of the relationships, fiduciary or otherwise, of Cardinal Bank and United Bank as fully and to the same extent as if such property, rights, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Successor Institution; provided, however, that the Successor Institution shall not, through the Bank Merger, acquire power to engage in any business or to exercise any right, privilege or franchise which is not conferred on the Successor Institution by the Code of Virginia or applicable regulations. d. The Successor Institution, upon the consummation of the Bank Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests as agent, trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, conservator, assignee, receiver and committee of estates of incompetents, bailee or depository of personal property, and in every other fiduciary and/or custodial capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by each of Cardinal Bank and United Bank immediately prior to the Effective Time. e. The name of the Successor Institution in the Bank Merger shall be “United Bank.”

Effective Time; Effects of the Merger. a. The Bank Merger shall become effective at the later of (i) the time and date designated by United Bank to the Virginia Bureau of Financial Institutions as the time and date on which the Bank Merger shall be effective and (ii) the time and date on which the Virginia Bureau of Financial Institutions orders the Bank Merger to be effective; provided, however, that in no event shall the Effective Time be earlier than, or at the same time as, the effective time of the merger (the “Merger”) of Cardinal Financial CorporationVirginia Commerce Bancorp, Inc., the parent company of Cardinal Bank VCB (“CardinalVirginia Commerce”), with and into UBV Holding CompanyXxxxxx Xxxxx Bankshares, LLCInc., the parent company of United Bank (“UBVXxxxxx Xxxxx”), and wholly-owned subsidiary of United Bankshares, Inc. (“UBSI”); such time referred to herein as the “Effective Time.” b. The business of the Successor Institution shall be that of a Virginia chartered commercial bank. The business shall be conducted by the Successor Institution at its principal office, which shall be located at the principal office of United Bank at 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000; at all duly authorized and operating branches of United Bank and Cardinal Bank VCB as of the Effective Time, together with the principal office of Cardinal BankVCB, which shall be operated as a branch of the Successor Institution; and at all other offices and facilities of United Bank and Cardinal Bank VCB established as of the Effective Time. c. At the Effective Time, the Bank Merger shall have the effects set forth in Section 13.1-721 of the VSCA. At the Effective Time, the separate existence of Cardinal Bank VCB shall cease and the corporate existence of United Bank, as the Successor Institution, shall continue unaffected and unimpaired by the Bank Merger; and the Successor Institution shall be deemed to be the same business and corporate entity as each of Cardinal Bank VCB and United Bank. At the Effective Time, by virtue of the Bank Merger and without any further act, deed, conveyance or other transfer, all of the property, rights, powers and franchises of Cardinal Bank VCB and United Bank shall vest in United Bank as the Successor Institution, and the Successor Institution shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of Cardinal Bank VCB and United Bank, and to have succeeded to all of the relationships, fiduciary or otherwise, of Cardinal Bank VCB and United Bank as fully and to the same extent as if such property, rights, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Successor Institution; provided, however, that the Successor Institution shall not, through the Bank Merger, acquire power to engage in any business or to exercise any right, privilege or franchise which is not conferred on the Successor Institution by the Code of Virginia or applicable regulations. d. The Successor Institution, upon the consummation of the Bank Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests as agent, trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, conservator, assignee, receiver and committee of estates of incompetents, bailee or depository of personal property, and in every other fiduciary and/or custodial capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by each of Cardinal Bank VCB and United Bank immediately prior to the Effective Time. e. The name of the Successor Institution in the Bank Merger shall be “United Bank.”

Effective Time; Effects of the Merger. a. The Bank Merger shall become effective at the later of (i) the time and date designated issuance by United Bank the Virginia State Corporation (the “VSCC”) of a certificate of merger relating to the Virginia Bureau of Financial Institutions as the time and date on which the Bank Merger shall be effective Merger, and (ii) the time and date on which set forth in the Virginia Bureau articles of Financial Institutions orders merger relating to the Bank Merger filed with the VSCC, such time referred to be effectiveherein as the “Effective Time”; provided, however, that in no event shall the Effective Time be earlier than, or at the same time as, the effective time of the merger (the “Merger”) of Cardinal Financial Community Bankers Trust Corporation, the parent company of Cardinal Essex Bank (“CardinalCBTC”), with and into UBV Holding CompanyUnited Bankshares, LLCInc. (“United”), the parent company of United Bank (“UBV”), and wholly-owned subsidiary of United Bankshares, Inc. (“UBSI”); such time referred to herein as the “Effective TimeBank.” b. The business of the Successor Institution shall be that of a Virginia chartered commercial bank. The business shall be conducted by the Successor Institution at its principal office, which shall be located at the principal office of United Bank at 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000; at all duly authorized and operating branches of United Bank and Cardinal Essex Bank as of the Effective Time, together with the principal office of Cardinal Essex Bank, which shall be operated as a branch of the Successor Institution; and at all other offices and facilities of United Bank and Cardinal Essex Bank established as of the Effective Time. c. At the Effective Time, the Bank Merger shall have the effects set forth in Section 13.16.2-721 822 of the VSCACode of Virginia. At the Effective Time, the separate existence of Cardinal Essex Bank shall cease and the corporate existence of United Bank, as the Successor Institution, shall continue unaffected and unimpaired by the Bank Merger; and the Successor Institution shall be deemed to be the same business and corporate entity as each of Cardinal Essex Bank and United Bank. At the Effective Time, by virtue of the Bank Merger and without any further act, deed, conveyance or other transfer, all of the property, rights, powers and franchises of Cardinal Essex Bank and United Bank shall vest in United Bank as the Successor Institution, and the Successor Institution shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of Cardinal Essex Bank and United Bank, and to have succeeded to all of the relationships, fiduciary or otherwise, of Cardinal Essex Bank and United Bank as fully and to the same extent as if such property, rights, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Successor Institution; provided, however, that the Successor Institution shall not, through the Bank Merger, acquire power to engage in any business or to exercise any right, privilege or franchise which is not conferred on the Successor Institution by the Code of Virginia or applicable regulations. d. The Successor Institution, upon the consummation of the Bank Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests as agent, trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, conservator, assignee, receiver and committee of estates of incompetents, bailee or depository of personal property, and in every other fiduciary and/or custodial capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by each of Cardinal Essex Bank and United Bank immediately prior to the Effective Time. e. The name of the Successor Institution in the Bank Merger shall be “United Bank.”

Effective Time; Effects of the Merger. a. The Bank Merger shall become effective at the later of (i) the time and date designated issuance by United Bank the Virginia State Corporation (the “VSCC”) of a certificate of merger relating to the Virginia Bureau of Financial Institutions as the time and date on which the Bank Merger shall be effective Merger, and (ii) the time and date on which set forth in the Virginia Bureau articles of Financial Institutions orders merger relating to the Bank Merger filed with the VSCC, such time referred to be effectiveherein as the “Effective Time”; provided, however, that in no event shall the Effective Time be earlier than, or at the same time as, the effective time of the merger (the “Merger”) of Cardinal Financial Community Bankers Trust Corporation, the parent company of Cardinal Essex Bank (“CardinalCBTC”), with and into UBV Holding CompanyUnited Bankshares, LLCInc. (“United”), the parent company of United Bank (“UBV”), and wholly-owned subsidiary of United Bankshares, Inc. (“UBSI”); such time referred to herein as the “Effective TimeBank.” b. The business of the Successor Institution shall be that of a Virginia chartered commercial bank. The business shall be conducted by the Successor Institution at its principal office, which shall be located at the principal office of United Bank at 0000 1100 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000; at all duly authorized and operating branches of United Bank and Cardinal Essex Bank as of the Effective Time, together with the principal office of Cardinal Essex Bank, which shall be operated as a branch of the Successor Institution; and at all other offices and facilities of United Bank and Cardinal Essex Bank established as of the Effective Time. c. At the Effective Time, the Bank Merger shall have the effects set forth in Section 13.16.2-721 822 of the VSCACode of Virginia. At the Effective Time, the separate existence of Cardinal Essex Bank shall cease and the corporate existence of United Bank, as the Successor Institution, shall continue unaffected and unimpaired by the Bank Merger; and the Successor Institution shall be deemed to be the same business and corporate entity as each of Cardinal Essex Bank and United Bank. At the Effective Time, by virtue of the Bank Merger and without any further act, deed, conveyance or other transfer, all of the property, rights, powers and franchises of Cardinal Essex Bank and United Bank shall vest in United Bank as the Successor Institution, and the Successor Institution shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of Cardinal Essex Bank and United Bank, and to have succeeded to all of the relationships, fiduciary or otherwise, of Cardinal Essex Bank and United Bank as fully and to the same extent as if such property, rights, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Successor Institution; provided, however, that the Successor Institution shall not, through the Bank Merger, acquire power to engage in any business or to exercise any right, privilege or franchise which is not conferred on the Successor Institution by the Code of Virginia or applicable regulations. d. The Successor Institution, upon the consummation of the Bank Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests as agent, trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, conservator, assignee, receiver and committee of estates of incompetents, bailee or depository of personal property, and in every other fiduciary and/or custodial capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by each of Cardinal Essex Bank and United Bank immediately prior to the Effective Time. e. The name of the Successor Institution in the Bank Merger shall be “United Bank.”

Effective Time; Effects of the Merger. a. The Bank Merger shall become effective at the later of (i) the time and date designated issuance by United Bank the Virginia State Corporation Commission (the “SCC”) of a certificate of merger relating to the Virginia Bureau of Financial Institutions as the time and date on which the Bank Merger shall be effective and Merger; (ii) the date and time of the filing of the articles of merger with the Mayor of the District of Columbia relating to the Bank Merger; and date on which (iii) the Virginia Bureau time set forth in articles of Financial Institutions orders merger relating to the Bank Merger to be effective; provided, however, that in no event shall filed with the Effective Time be earlier than, or at SCC and the same time as, the effective time Mayor of the merger (the “Merger”) District of Cardinal Financial Corporation, the parent company of Cardinal Bank (“Cardinal”), with and into UBV Holding Company, LLC, the parent company of United Bank (“UBV”), and wholly-owned subsidiary of United Bankshares, Inc. (“UBSI”)Columbia; such time referred to herein as the “Effective Time.” b. The business of the Successor Institution shall be that of a Virginia chartered commercial bank. The business shall be conducted by the Successor Institution at its principal office, which shall be located at the principal office of United Bank at 0000 Xxxx Xxxxx Xxxxxx Xxxx, Xxxxxx, Xxxxxxx, Xxxxxxxx 00000; at all duly authorized and operating branches of United Bank and Cardinal Bank Georgetown as of the Effective Time, together with the principal office of Cardinal BankGeorgetown, which shall be operated as a branch of the Successor Institution; and at all other offices and facilities of United Bank and Cardinal Bank Georgetown established as of the Effective Time. c. At the Effective Time, the Bank Merger shall have the effects set forth in Section 13.1-721 of the VSCAVSCA and Section 29-309.07 of the DC Business Code. At the Effective Time, the separate existence of Cardinal Bank Georgetown shall cease and the corporate existence of United Bank, as the Successor Institution, shall continue unaffected and unimpaired by the Bank Merger; and the Successor Institution shall be deemed to be the same business and corporate entity as each of Cardinal Bank Georgetown and United Bank. At the Effective Time, by virtue of the Bank Merger and without any further act, deed, conveyance or other transfer, all of the property, rights, powers and franchises of Cardinal Bank Georgetown and United Bank shall vest in United Bank as the Successor Institution, and the Successor Institution shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of Cardinal Bank Georgetown and United Bank, and to have succeeded to all of the relationships, fiduciary or otherwise, of Cardinal Bank Georgetown and United Bank as fully and to the same extent as if such property, rights, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Successor Institution; provided, however, that the Successor Institution shall not, through the Bank Merger, acquire power to engage in any business or to exercise any right, privilege or franchise which is not conferred on the Successor Institution by the Code of Virginia Virginia, the DC Business Code or applicable regulations. d. The Successor Institution, upon the consummation of the Bank Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests as agent, trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, conservator, assignee, receiver and committee of estates of incompetents, bailee or depository of personal property, and in every other fiduciary and/or custodial capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by each of Cardinal Bank Georgetown and United Bank immediately prior to the Effective Time. e. The name of the Successor Institution in the Bank Merger shall be “United Bank.”

Effective Time; Effects of the Merger. a. The Bank Merger shall become effective at the later of (i) the time issuance by each of the Virginia State Corporation Commission (the “VSCC”) and date designated by United Bank the South Carolina Secretary of State of a certificate of merger relating to the Virginia Bureau of Financial Institutions as the time and date on which the Bank Merger shall be effective Merger; and (ii) the time and date on which set forth in the Virginia Bureau articles of Financial Institutions orders merger relating to the Bank Merger to be effectivefiled with the VSCC; provided, however, that in no event shall the Effective Time be earlier than, or at the same time as, the effective time of the merger (the “Merger”) of Cardinal Carolina Financial Corporation, the parent company of Cardinal CresCom Bank (“CardinalCFC”), with and into UBV Holding Company, LLC, the parent company of United Bank (“UBV”), and wholly-owned subsidiary of United Bankshares, Inc. (“UBSIUnited”); such time referred to herein as the “Effective Time.” b. The business of the Successor Institution Resulting Bank shall be that of a Virginia chartered commercial bank. The business shall be conducted by the Successor Institution Resulting Bank at its principal office, which shall be located at the principal office of United Bank at 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000; at all duly authorized and operating branches of United Bank and Cardinal CresCom Bank as of the Effective Time, together with the principal office of Cardinal CresCom Bank, which shall be operated as a branch of the Successor InstitutionResulting Bank; and at all other offices and facilities of United Bank and Cardinal CresCom Bank established as of the Effective Time. c. At the Effective Time, the Bank Merger shall have the effects set forth in Section Sections 6.2-822.C and 13.1-721 of the VSCAVSCA and Section 00-00-000 of the South Carolina Code. At the Effective Time, the separate existence of Cardinal CresCom Bank shall cease and the corporate existence of United Bank, as the Successor InstitutionResulting Bank, shall continue unaffected and unimpaired by the Bank Merger; and the Successor Institution Resulting Bank shall be deemed to be the same business and corporate entity as each of Cardinal CresCom Bank and United Bank. At the Effective Time, by virtue of the Bank Merger and without any further act, deed, conveyance or other transfer, all of the property, rights, powers and franchises of Cardinal CresCom Bank and United Bank shall vest in United Bank as the Successor InstitutionResulting Bank, and the Successor Institution Resulting Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of Cardinal CresCom Bank and United Bank, and to have succeeded to all of the relationships, fiduciary or otherwise, of Cardinal CresCom Bank and United Bank as fully and to the same extent as if such property, rights, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Successor InstitutionResulting Bank; provided, however, that the Successor Institution Resulting Bank shall not, through the Bank Merger, acquire power to engage in any business or to exercise any right, privilege or franchise which is not conferred on the Successor Institution Resulting Bank by the Code of Virginia Virginia, the South Carolina Code or applicable regulations. d. The Successor InstitutionResulting Bank, upon the consummation of the Bank Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests as agent, trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, conservator, assignee, receiver and committee of estates of incompetents, bailee or depository of personal property, and in every other fiduciary and/or custodial capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by each of Cardinal CresCom Bank and United Bank immediately prior to the Effective Time. e. The name of the Successor Institution Resulting Bank in the Bank Merger shall be “United Bank”.”