Common use of Merger, Consolidation, and Other Transactions Clause in Contracts

Merger, Consolidation, and Other Transactions. Any (A) merger where the Bank or MB, or a corporation in which the Bank’s or MB’s shareholders as constituted immediately prior to the merger do not own at least 50% of such corporation’s common stock or 50% of the common stock of the parent of such corporation following such merger in the same proportions as their ownership interests in the Bank or MB prior to such transaction, is not the surviving corporation; (B) a transfer of all or a substantial portion (50% or more) of the assets of the Bank or MB to another corporation or other person in which the Bank’s or MB’s shareholders as constituted immediately prior to such transfer do not own at least 50% of the common stock or 50% of the common stock of the parent of such corporation (or an equivalent economic interest in the case of a transferee that is not a corporation) following such transfer in the same proportions as their ownership interests in the Bank or MB prior to such transaction; or (C) the liquidation or dissolution of the Bank or MB, except for a liquidation or dissolution in which the assets and liabilities of the Bank or MB are transferred to a transferee in which the owners of the Bank’s or MB’s common stock as constituted immediately prior to the transaction own at least 50% of the common stock or 50% of the common stock of the parent of the transferee (or an equivalent economic interest in the case of a transferee that is not a corporation) following such liquidation or dissolution in the same proportions as their ownership interests in the Bank or MB prior to such transaction; or