Merger; Surviving Association. Subject to the terms and conditions of this agreement, at the Effective Time (as hereinafter defined), Capital Bank shall be merged with and into NAFH Bank, pursuant to the provisions of, and with the effect provided in, 12 U.S.C. § 215a and Section 53-16 of the North Carolina General Statutes (said transaction, the “Merger”) and the corporate existence of Capital Bank shall cease. NAFH Bank shall continue its corporate existence under the laws of the United States and shall be the association surviving the Merger (the “Surviving Association”). The parties hereto intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Merger; Surviving Association. Subject to the terms and conditions of this agreement, at the Effective Time (as hereinafter defined), TIB Bank shall be merged with and into NAFH Bank, pursuant to the provisions of, and with the effect provided in, 12 U.S.C. § 215a and Section 658.41(2) of the Florida Statutes (said transaction, the “Merger”) and the corporate existence of TIB Bank shall cease. NAFH Bank shall continue its corporate existence under the laws of the United States and shall be the association surviving the Merger (the “Surviving Association”). The parties hereto intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Merger; Surviving Association. Subject to the terms and conditions of this Agreement, at the Effective Time (as hereinafter defined), Xxxxxx Valley Bank shall be merged with and into Sterling National Bank, pursuant to the provisions of, and with the effect provided in, 12 U.S.C. § 215a (said transaction, the “Merger”) and the corporate existence of Xxxxxx Valley Bank shall cease. Sterling National Bank shall continue its corporate existence as a national banking association under the laws of the United States and shall be the national association surviving the Merger (the “Surviving Association”). The parties hereto intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Merger; Surviving Association. Subject to the terms and conditions of this Agreement, at the Effective Time (as hereinafter defined), SCNB shall be merged with and into Purchaser Bank, pursuant to the provisions of, and with the effect provided in, 12 U.S.C. § 215a-1 and 12 U.S.C. § 1828(c) (said transaction, the "Merger") and the corporate existence of SCNB shall cease. Purchaser Bank shall continue its corporate existence as a national banking association under the laws of the United States and shall be the national association surviving the Merger (the "Surviving Association"). The parties hereto intend that the Merger qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") and this Agreement shall be, and is hereby adopted as, a "plan of reorganization" for purposes of Sections 354 and 361 of the Code.
Merger; Surviving Association. Subject to the terms and conditions of this Agreement, at the Effective Time (as hereinafter defined), the following steps shall occur in immediate succession:
(i) Provident Bank shall convert to a national banking association with trust powers (the “Conversion”); and (ii) Sterling National Bank shall be merged with and into Provident Bank, pursuant to the provisions of, and with the effect provided in, 12 U.S.C. § 215a (said transaction, the “Merger”) and the corporate existence of Sterling National Bank shall cease. Provident Bank shall continue its corporate existence as a national banking association under the laws of the United States and shall be the national association surviving the Merger (the “Surviving Association”) and shall change its name to “Sterling National Bank”. The parties hereto intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Merger; Surviving Association. Subject to the terms and conditions of this Agreement, at the Effective Time (as hereinafter defined), GSB shall be merged with and into Skyline, pursuant to the provisions of, and with the effect provided in, 12 U.S.C. § 215a (said transaction, the "Merger") and the corporate existence of GSB shall cease. Skyline shall continue its corporate existence as a national banking association under the laws of the United States and shall be the national association surviving the Merger (the "Surviving Association").
