Common use of Filing; Plan of Merger Clause in Contracts

Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding at least a majority of the shares of Republic Common Stock. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of North Carolina and the Florida Department of State, as provided in Section 55-11-05 of the NCBCA and Section 607.1105 of the FBCA, respectively. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of Republic shall constitute adoption and approval of the Plan of Merger.

Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding at least a majority of the shares of Republic First Liberty Common Stock. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of North Carolina and the Florida Department Secretary of StateState of Georgia, as provided in Section 55-11-05 of the NCBCA and Section 607.1105 14-2-1105 of the FBCAGBCC, respectively. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of Republic First Liberty shall constitute adoption and approval of the Plan of Merger.

Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding at least a majority the requisite number of the shares of Republic Matewan Common Stock and Matewan Preferred Stock. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of North Carolina and the Florida Delaware Department of State, as provided in Section 55-11-05 of the NCBCA and Section 607.1105 252 of the FBCADGCL, respectively. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of Republic Matewan shall constitute adoption and approval of the Plan of Merger.

Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding at least a majority of the shares of Republic FloridaFirst Common Stock. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of North Carolina and the Florida Department of StateState of Florida, as provided in Section 55-11-05 of the NCBCA and Section 607.1105 of the FBCA, FBCA respectively. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of Republic FloridaFirst shall constitute adoption and approval of the Plan of Merger.

Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding at least a majority of the shares of Republic First Citizens Common Stock. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of North Carolina and the Florida Department Secretary of StateState of Georgia, as provided in Section 55-11-05 of the NCBCA and Section 607.1105 14-2-1105 of the FBCAGBCC, respectively. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of Republic First Citizens shall constitute adoption and approval of the Plan of Merger.

Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding at least a vote of a majority of the outstanding shares of Republic Common Stockeach of UCB (subject in the case of UCB to the provisions of Article X of its Articles of Incorporation) and SNC entitled to be voted. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Office of the Secretary of State of North Carolina and the Florida Department of State, as provided in Section 55-11-05 of the NCBCA and Section 607.1105 of the FBCA, respectivelyCarolina. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of Republic the Constituent Corporations shall constitute adoption and approval of the Plan of Merger.

Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding at least a majority of the shares of Republic First Banking Common Stock. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of North Carolina and the Florida Department Secretary of StateState of Georgia, as provided in Section 55-11-05 of the NCBCA and Section 607.1105 14-2-1105 of the FBCAGBCC, respectively. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of Republic First Banking shall constitute adoption and approval of the Plan of Merger.