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.
Appears in 4 contracts
Samples: Agreement of Merger (North American Financial Holdings, Inc.), Agreement of Merger (North American Financial Holdings, Inc.), Agreement of Merger (Capital Bank Corp)
