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Interim Bank Sample Clauses

Interim Bank. Prior to the Effective Time, Bancorp will form the Interim Bank under the laws of the United States of America. Immediately prior to the Effective Time, the Capital of the Interim Bank will be not less than $200,000 divided into 100,000 shares of Common Stock, par value $2.00 ("Interim Bank Common Stock"), Surplus of $40,000 and Retained Earnings of $0. The authorized capital stock of the Interim Bank will consist of 200,000 shares of Interim Bank Common Stock, of which 100,000 shares will be issued and outstanding as of the Effective Time.
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Interim Bank. Acquiror shall organize Interim Bank under the Banking Act as a wholly-owned subsidiary of Acquiror. Acquiror shall cause Interim Bank to enter into the Plan of Merger with Bank reflecting the terms hereof as required under the Banking Act and the Corporation Act.
Sample 1
Interim Bank. Acquiror intends to form a bank under the laws of the Commonwealth of Virginia as a wholly-owned subsidiary of Acquiror to facilitate the acquisition of Bank as provided herein.
Sample 1
Interim Bank i. Interim Bank is a Pennsylvania state chartered bank duly organized, validly existing and duly subsisting under the laws of the Commonwealth of Pennsylvania. All of the outstanding shares of capital stock of Interim Bank have been validly issued, are fully paid and nonassessable and are owned directly by SBI free and clear of any lien, charge or other encumbrance. Interim Bank possesses no assets nor is subject to any liabilities and will not acquire assets or incur liabilities prior to the Effective Time. Since the date of its incorporation, Interim Bank has not engaged in any activities other than in connection with the consummation of the Merger or as expressly contemplated by this Agreement. ii. Interim Bank has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by Interim Bank and the consummation of the transactions described herein have been duly and validly authorized by all necessary corporate actions (including without limitation shareholder action) in respect thereof on the part of Interim Bank. This Agreement is a valid and binding obligation of Interim Bank, enforceable against Interim Bank in accordance with its terms. iii. All of the authorized capital stock of Interim Bank, which consists solely of 100 shares of common stock, $.01 par value per share, is presently issued and outstanding. iv. SBI will, as the sole shareholder of Interim Bank, vote to approve this Agreement and the Merger.
Sample 1
Interim Bank. NPB will cause Interim Bank to be duly organized as a Delaware interim bank. Interim Bank will be formed solely for the purpose of engaging in the Merger and NPB shall not permit Interim Bank to engage in any other business activities or incur any liabilities or obligations other than as contemplated herein
Sample 1
Interim Bank. As of the Closing Date, Interim Bank will be a corporation duly organized, validly existing, duly qualified to do business and in good standing under the laws of its jurisdiction of incorporation, and will have corporate power and authority to own or lease its properties and assets and to carry on its business. As of the Closing Date, the execution, delivery and performance by Interim Bank of the Bank Merger Agreement will have been duly authorized by Interim Bank's Board of Directors and shareholders, and the Bank Merger Agreement will be a valid and binding obligation of Interim Bank, enforceable against Interim Bank in accordance with its terms.
Sample 1
Interim Bank. Interim Bank is an interim savings bank to be incorporated under the laws of the State of Ohio for the purpose of facilitating Sky’s acquisition of 100% of the stock of Falls. Upon formation, Interim Bank will have its principal place of business in Bowling Green, Ohio.
Sample 1
Interim Bank. ILLINI shall cause the formation of INTERIM BANK under the IBA prior to the Closing. ILLINI as the entity that will be the owner of all of the outstanding shares of capital stock of the INTERIM BANK, shall cause the Merger Agreement to be approved in accordance with the IBA.
Sample 1

Related to Interim Bank

  • The Bank Merger Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB and all of the property, rights, powers and franchises of each of the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Merger.

  • Bank Merger Immediately following the Merger, BankTrust, an Alabama banking corporation and a wholly owned Subsidiary of Target (“Target Bank”), will merge (the “Bank Merger”) with and into Trustmark National Bank, a national banking association and wholly owned Subsidiary of Buyer (“Buyer Bank”). Buyer Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Trustmark National Bank,” and, following the Bank Merger, the separate corporate existence of Target Bank shall cease. The Parties agree that the Bank Merger shall become effective simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, attached as Exhibit A hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval: (i) Target shall cause Target Bank to approve the Subsidiary Plan of Merger, Target, as the sole shareholder of Target Bank, shall approve the Subsidiary Plan of Merger and Target shall cause the Subsidiary Plan of Merger to be duly executed by Target Bank and delivered to Buyer and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Target. Prior to the Effective Time, Target shall cause Target Bank, and Buyer shall cause Buyer Bank, to execute such articles or certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time. The parties shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of Buyer Bank, two (2) individuals who are currently directors of Target and who are mutually selected by Target and Buyer at least ten (10) business days prior to the date on which the Proxy Statement (as hereinafter defined) is first mailed to the shareholders of Target shall be appointed as directors of Buyer Bank. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently an independent director of Target shall be mutually selected by Target and Buyer and shall be duly appointed to the Board of Directors of Buyer Bank as of the Effective Time pursuant to this Section 1.7.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • The Bank 1. shall perform the duties imposed on the Bank under the Ordinance. 2. shall exercise reasonable care in the performance of its duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank; and 3. in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Bank and conforming to the requirements of this Agreement, but in the case of any opinions which by any provision hereof are specifically required to be furnished to the Bank, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.

  • Sick Bank 1. A sick leave bank for all nurses and members of the bargaining unit with Professional Teacher Status shall be established. The Wareham School Committee shall make an initial contribution of one hundred (100) sick days. Eligible teachers who wish to be members of the sick leave bank shall become members by contributing one sick day of their accumulated sick leave each year until the bank contains five hundred (500) sick days. Teachers who enter the Wareham School Department and/or become Professional Teachers after the establishment of the sick leave bank shall become eligible by contributing one sick day to the bank. As of September 30 each year, if the sick bank contains fewer than 500 sick days, eligible teachers shall contribute one sick day in order to remain a member. Sick bank members will remain active members unless they notify the clerk in writing by September 15 of the school year. New members must sign up by September 15. 2. The sick leave bank shall be administered by a joint committee consisting of two school committee members appointed by the Wareham School Committee, two Wareham Education Association sick bank members appointed by the Wareham Education Association, and the Superintendent of Schools who shall be a non-voting member who serves as the Clerk of the Committee. School Committee members and Wareham Education Association members of the Sick Bank Committee shall be appointed annually and limited to a maximum term of four (4) years. The Clerk shall be responsible for posting an annual list of available days in the bank. 3. Eligible members who have used up all of their accumulated sick leave may apply to use the sick leave bank provided that application is made to the Sick Bank Committee, and said application states the nature of the disability and the anticipated period of recovery. A physician's letter confirming the disability and anticipated period of recovery shall accompany the application. 4. The minimum number of sick days that can be granted for a single disability shall be five (5) and the maximum number shall be fifty (50). The amount of days granted shall be granted on a matching basis up to the maximum number of fifty days e.g., if the eligible teacher used forty of his/her sick days because of the disability, the sick leave bank could grant no more than forty days to the teacher. Notwithstanding the provisions of the previous two sentences of this section, sick leave bank members are eligible to apply to the Bank up to two times per disability for a total amount of days not to exceed one hundred (100). 5. In the event of a new contract or an extension of an existing contract, the balance of days in the sick leave bank will be carried over to the succeeding contract.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Deposit Insurance Upon receipt of Proper Instructions, the Custodian shall take such reasonable actions as the applicable Fund deems necessary or appropriate to cause each deposit account established by the Custodian pursuant to this Section 2.21 to be insured to the maximum extent possible by all applicable deposit insurers including, without limitation, the Federal Deposit Insurance Corporation.

  • Bank The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • EEA Financial Institution No Loan Party is an EEA Financial Institution.

Most Referenced Clauses

Most Referenced Definitions