Common use of Second Step Merger Clause in Contracts

Second Step Merger. (a) Immediately following the Effective Time, in accordance with the Maryland General Corporation Law (the “MGCL”) and the DGCL, BANC shall cause the Surviving Entity to be merged with and into BANC in the Second Step Merger, with BANC surviving the Second Step Merger as the Surviving Corporation and continuing its existence under the Laws of the State of Maryland, and the separate corporate existence of the Surviving Entity ceasing as of the Second Effective Time. In furtherance of the foregoing, BANC shall cause to be filed with the Department of Assessments and Taxation of the State of Maryland (the “Maryland Department”), in accordance with the MGCL, articles of merger (the “Articles of Merger”) relating to the Second Step Merger and shall cause to be filed with the Delaware Secretary, in accordance with the DGCL, a certificate of ownership and merger relating to the Second Step Merger (the “Second Certificate of Merger” and, together with the Certificate of Merger, the “Delaware Merger Certificates”). The Second Step Merger shall become effective at such time specified in the Articles of Merger and the Second Certificate of Merger in accordance with the relevant provisions of the MGCL and the DGCL (such time hereinafter referred to as the “Second Effective Time”). (b) At the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of BANC or the Surviving Entity, each share of common stock, no par value, of the Surviving Entity shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of BANC, the Surviving Entity or any other person, other than the filing of a certificate of designation with the Delaware Secretary, each share of the PACW Preferred Stock issued and outstanding immediately prior to the Second Effective Time shall be converted into the right to receive one share of a newly created series of preferred stock of BANC having such powers, preferences and rights, and such qualifications, limitations and restrictions thereof, taken as a whole, that are not materially less favorable to the holders of the PACW Preferred Stock immediately prior to the Second Effective Time (all shares of such newly created series or preferred stock, collectively, the “New BANC Preferred Stock”) and, upon such conversion, the PACW Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Second Effective Time. (d) At and after the Second Effective Time, each share of BANC Common Stock, Class B Non-Voting Common Stock, par value $0.01 per share, of BANC (the “BANC Non-Voting Common Stock”) and Non-Voting Common Equivalent Stock issued and outstanding immediately prior to the Second Effective Time shall remain an issued and outstanding share of BANC Common Stock, BANC Non-Voting Common Stock and Non-Voting Common Equivalent Stock, respectively, and shall not be affected by the Second Step Merger; it being understood that upon the Second Effective Time, the BANC Common Stock, including the shares issued to former holders of PACW Common Stock and the shares of BANC Common Stock and Non-Voting Common Equivalent Stock issued in the Equity Financing, shall be the capital stock of the Surviving Corporation. (e) At the Second Effective Time, the Second Articles of Restatement of BANC (the “BANC Articles”), as in effect immediately prior to the Second Effective Time, shall be the Second Articles of Restatement of the Surviving Corporation until thereafter amended in accordance with applicable law. (f) At the Second Effective Time, the Sixth Amended and Restated Bylaws of BANC (the “BANC Bylaws”), as in effect immediately prior to the Second Effective Time, shall be the Sixth Amended and Restated Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law. (g) At the Second Effective Time, the officers and directors of BANC as of immediately following the Effective Time (including as provided in Section 6.12) shall be the officers and directors of the Surviving Corporation.

Second Step Merger. (a) Immediately following the Effective Time, in accordance with the Maryland General Washington Business Corporation Law Act (the “MGCLWBCA”) and the DGCLOBCA, BANC Columbia shall cause the Surviving Entity to be merged with and into BANC Columbia in the Second Step Merger, with BANC Columbia surviving the Second Step Merger as the Surviving Corporation and continuing its existence under the Laws laws of the State of MarylandWashington, and the separate corporate existence of the Surviving Entity ceasing as of the Second Effective Time. In furtherance of the foregoing, BANC Columbia shall cause to be filed with the Department Secretary of Assessments and Taxation State of the State of Maryland Washington (the “Maryland DepartmentWashington Secretary”), in accordance with the MGCLWBCA, articles of merger (the “Washington Articles of Merger”) relating to the Second Step Merger and shall cause to be filed with the Delaware Oregon Secretary, in accordance with the DGCLOBCA, a certificate articles of ownership and merger relating to the Second Step Merger (the “Second Certificate Oregon Articles of Merger” and, together with the Certificate of Merger, the “Delaware Merger Certificates”). The Second Step Merger shall become effective at such time specified in the Washington Articles of Merger and the Second Certificate Oregon Articles of Merger in accordance with the relevant provisions of the MGCL WBCA and the DGCL OBCA (such time hereinafter referred to as the “Second Effective Time”). (b) At the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of BANC Columbia or the Surviving Entity, each share of common stock, no par value, of the Surviving Entity shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of BANC, the Surviving Entity or any other person, other than the filing of a certificate of designation with the Delaware Secretary, each share of the PACW Preferred Stock issued and outstanding immediately prior to the Second Effective Time shall be converted into the right to receive one share of a newly created series of preferred stock of BANC having such powers, preferences and rights, and such qualifications, limitations and restrictions thereof, taken as a whole, that are not materially less favorable to the holders of the PACW Preferred Stock immediately prior to the Second Effective Time (all shares of such newly created series or preferred stock, collectively, the “New BANC Preferred Stock”) and, upon such conversion, the PACW Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Second Effective Time. (d) At and after the Second Effective Time, each share of BANC Columbia Common Stock, Class B Non-Voting Common Stock, par value $0.01 per share, of BANC (the “BANC Non-Voting Common Stock”) and Non-Voting Common Equivalent Stock issued and outstanding immediately prior to the Second Effective Time shall remain an issued and outstanding share of BANC Common Stock, BANC Non-Voting Columbia Common Stock and Non-Voting Common Equivalent Stock, respectively, and shall not be affected by the Second Step Merger; it being understood that upon the Second Effective Time, the BANC Columbia Common Stock, including the shares issued to former holders of PACW Umpqua Common Stock and the shares of BANC Common Stock and Non-Voting Common Equivalent Stock issued in the Equity FinancingStock, shall be the capital common stock of the Surviving Corporation. (d) At the Second Effective Time, the Amended and Restated Articles of Incorporation of Columbia (the “Columbia Articles”), as amended immediately prior to the Effective Time as set forth in Exhibit A (such amendment, the “Columbia Articles Amendment”), shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law. (e) At the Second Effective Time, the Second Articles Bylaws of Restatement of BANC Columbia (the “BANC ArticlesColumbia Bylaws”), as in effect amended immediately prior to the Second Effective TimeTime as set forth in Exhibit B (such amendment, the “Columbia Bylaw Amendment”), shall be the Second Articles of Restatement Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law. (f) At the Second Effective Time, the Sixth Amended and Restated Bylaws of BANC (the “BANC Bylaws”), as in effect immediately prior to the Second Effective Time, shall be the Sixth Amended and Restated Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law. (g) At the Second Effective Time, the officers and directors of BANC Columbia as of immediately following the Effective Time (including including, for the avoidance of doubt, as provided in Section 6.12) shall be the officers and directors of the Surviving Corporation.

Second Step Merger. (a) Immediately following the Effective Time, in accordance with the Maryland General Corporation Law Revised Statutes of Missouri, Chapter 351 (the “MGCLRSM”) and the DGCL, BANC UMB shall cause the Surviving Entity to be merged with and into BANC UMB in the Second Step Merger, with BANC UMB surviving the Second Step Merger as the Surviving Corporation and continuing its existence under the Laws laws of the State of MarylandMissouri, and the separate corporate existence of the Surviving Entity ceasing shall cease as of the Second Effective Time. In furtherance of the foregoing, BANC UMB shall cause to be filed with the Department Secretary of Assessments and Taxation State of the State of Maryland Missouri (the “Maryland DepartmentMissouri Secretary”), in accordance with the MGCLRSM, articles of merger (the “Articles of Merger”) relating to the Second Step Merger and shall cause to be filed with the Delaware Secretary, in accordance with the DGCL, a certificate of ownership and merger relating to the Second Step Merger (collectively, the “Second Certificate Merger Articles of Merger” and, together with the Certificate of Merger, the “Delaware Merger Certificates”). The Second Step Merger shall become effective at such time specified in the Second Merger Articles of Merger and the Second Certificate of Merger in accordance with the relevant provisions of the MGCL RSM and the DGCL DGCL, or at such other time as shall be provided by applicable law (such time hereinafter referred to as the “Second Effective Time”). (b) At the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of BANC UMB or the Surviving Entity or the holder of any securities of UMB or the Surviving Entity, each share of common stock, no par valuevalue $0.01 per share, of the Surviving Entity shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of BANC, the Surviving Entity or any other person, other than the filing of a certificate of designation with the Delaware Secretary, each share of the PACW Preferred Stock issued and outstanding immediately prior to the Second Effective Time shall be converted into the right to receive one share of a newly created series of preferred stock of BANC having such powers, preferences and rights, and such qualifications, limitations and restrictions thereof, taken as a whole, that are not materially less favorable to the holders of the PACW Preferred Stock immediately prior to the Second Effective Time (all shares of such newly created series or preferred stock, collectively, the “New BANC Preferred Stock”) and, upon such conversion, the PACW Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Second Effective Time. (d) At and after the Second Effective Time, each share of BANC UMB Common Stock, Class B Non-Voting Common Stock, par value $0.01 per share, of BANC (the “BANC Non-Voting Common Stock”) and Non-Voting Common Equivalent Stock issued and outstanding immediately prior to the Second Effective Time shall remain an issued and outstanding share of BANC Common Stock, BANC Non-Voting UMB Common Stock and Non-Voting Common Equivalent Stock, respectively, and shall not be affected by the Second Step Merger; it being understood that upon the Second Effective Time, the BANC UMB Common Stock, including the shares issued to former holders of PACW HTLF Common Stock and the shares of BANC Common Stock and Non-Voting Common Equivalent Stock issued in the Equity FinancingStock, shall be the capital common stock of the Surviving Corporation. (d) At and after the Second Effective Time, each share of UMB Series A Preferred Stock issued and outstanding immediately prior to the Second Effective Time shall remain an issued and outstanding share of UMB Series A Preferred Stock and shall not be affected by the Second Step Merger; it being understood that upon the Second Effective Time, the UMB Series A Preferred Stock issued to former holders of HTLF Series E Preferred Stock shall be the preferred stock of the Surviving Corporation. (e) At the Second Effective Time, the Second Amended and Restated Articles of Restatement Incorporation of BANC (the “BANC Articles”)UMB, as in effect amended immediately prior to the Second Effective TimeTime as set forth in Exhibit A (such amendment, the “UMB Articles Amendment”), shall be the Second Articles articles of Restatement incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law. (f) At the Second Effective Time, the Sixth Amended and Restated Bylaws of BANC (the “BANC UMB Bylaws”), as in effect immediately prior to the Second Effective Time, shall be the Sixth Amended and Restated Bylaws bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law. (g) At the Second Effective Time, the officers and directors of BANC UMB as of immediately following the Effective Time (including including, for the avoidance of doubt, as provided in Section 6.12) shall be the officers and directors of the Surviving Corporation.

Second Step Merger. (a) Immediately following the Effective Time, in accordance with the Maryland General Corporation Law Revised Statutes of Missouri, Chapter 351 (the “MGCLRSM”) and the DGCL, BANC UMB shall cause the Surviving Entity to be merged with and into BANC UMB in the Second Step Merger, with BANC UMB surviving the Second Step Merger as the Surviving Corporation and continuing its existence under the Laws laws of the State of MarylandMissouri, and the separate corporate existence of the Surviving Entity ceasing shall cease as of the Second Effective Time. In furtherance of the foregoing, BANC UMB shall cause to be filed with the Department Secretary of Assessments and Taxation State of the State of Maryland Missouri (the “Maryland DepartmentMissouri Secretary”), in accordance with the MGCLRSM, articles of merger (the “Articles of Merger”) relating to the Second Step Merger and shall cause to be filed with the Delaware Secretary, in accordance with the DGCL, a certificate of ownership and merger relating to the Second Step Merger (collectively, the “Second Certificate Merger Articles of Merger” and, together with the Certificate of Merger, the “Delaware Merger Certificates”). The Second Step Merger shall become effective at such time specified in the Second Merger Articles of Merger and the Second Certificate of Merger in accordance with the relevant provisions of the MGCL RSM and the DGCL DGCL, or at such other time as shall be provided by applicable law (such time hereinafter referred to as the “Second Effective Time”). (b) At the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of BANC UMB or the Surviving Entity or the holder of any securities of UMB or the Surviving Entity, each share of common stock, no par valuevalue $0.01 per share, of the Surviving Entity shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of BANC, the Surviving Entity or any other person, other than the filing of a certificate of designation with the Delaware Secretary, each share of the PACW Preferred Stock issued and outstanding immediately prior to the Second Effective Time shall be converted into the right to receive one share of a newly created series of preferred stock of BANC having such powers, preferences and rights, and such qualifications, limitations and restrictions thereof, taken as a whole, that are not materially less favorable to the holders of the PACW Preferred Stock immediately prior to the Second Effective Time (all shares of such newly created series or preferred stock, collectively, the “New BANC Preferred Stock”) and, upon such conversion, the PACW Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Second Effective Time. (d) At and after the Second Effective Time, each share of BANC UMB Common Stock, Class B Non-Voting Common Stock, par value $0.01 per share, of BANC (the “BANC Non-Voting Common Stock”) and Non-Voting Common Equivalent Stock issued and outstanding immediately prior to the Second Effective Time shall remain an issued and outstanding share of BANC Common Stock, BANC Non-Voting UMB Common Stock and Non-Voting Common Equivalent Stock, respectively, and shall not be affected by the Second Step Merger; it being understood that upon the Second Effective Time, the BANC UMB Common Stock, including the shares issued to former holders of PACW HTLF Common Stock and the shares of BANC Common Stock and Non-Voting Common Equivalent Stock issued in the Equity FinancingStock, shall be the capital common stock of the Surviving Corporation. (d) At and after the Second Effective Time, each share of UMB Series A Preferred Stock issued and outstanding immediately prior to the Second Effective Time shall remain an issued and outstanding share of UMB Series A Preferred Stock and shall not be affected by the Second Step Merger; it being understood that upon the Second Effective Time, the UMB Series A Preferred Stock issued to former holders of HTLF Series E Preferred Stock shall be the preferred stock of the Surviving Corporation. (e) At the Second Effective Time, the Second Amended and Restated Articles of Restatement Incorporation of BANC (the “BANC Articles”)UMB, as in effect amended immediately prior to the Second Effective TimeTime as set forth in Exhibit A (such amendment, the “UMB Articles Amendment”), shall be the Second Articles articles of Restatement incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law. (f) At the Second Effective Time, the Sixth Amended and Restated Bylaws of BANC (the “BANC UMB Bylaws”), as in effect immediately prior to the Second Effective Time, shall be the Sixth Amended and Restated Bylaws bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law. (g) At the Second Effective Time, the officers and directors of BANC UMB as of immediately following the Effective Time (including including, for the avoidance of doubt, as provided in Section ‎Section 6.12) shall be the officers and directors of the Surviving Corporation.