Common use of Structure of the Merger Clause in Contracts

Structure of the Merger. Purchaser Bank will cause Charter Acquisition Sub I, Inc., to be organized as an Alabama wholly-owned special purpose subsidiary of Purchaser Bank (“Merger Sub”). On the Effective Date (as defined in Section 7.01), Merger Sub will merge (the “Merger”) with and into Seller, with Seller being the surviving entity (the “Surviving Corporation”), pursuant to the provisions of, and with the effect provided in, the Alabama Business Corporation Act (“ABCA”) and pursuant to the terms and conditions of an agreement and plan of merger to be entered into between Merger Sub and Seller in the form attached hereto as Annex A. The separate corporate existence of Merger Sub shall thereupon cease. The Surviving Corporation shall continue to be governed by the laws of the State of Alabama and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time (as defined in Section 7.01), the articles of incorporation and bylaws of Seller shall be amended in their entirety to conform to the articles of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time and shall become the articles of incorporation and bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Merger Sub shall become the directors and officers of the Surviving Corporation. The name of the surviving Corporation shall be EBA Bancshares, Inc.

Structure of the Merger. Subject to the terms and conditions of this Agreement, Purchaser Bank will cause Charter Acquisition Sub I, Inc., a Delaware corporation to be organized as an Alabama wholly-a wholly owned special purpose subsidiary of Purchaser or the Bank (“Merger Sub”). On At the Effective Date (as defined in Section 7.01)Time, Merger Sub will merge (the “Merger”) with and into Seller, with Seller being the surviving entity (the “Surviving Corporation”), pursuant to the provisions of, and with the effect provided in, the Alabama Business Corporation Act (“ABCA”) DGCL and pursuant to the terms and conditions of an agreement and plan of merger (“Plan of Interim Merger”) to be entered into between Merger Sub and Seller in the form attached hereto as Annex A. Exhibit B. The separate corporate existence of Merger Sub shall thereupon cease. The Surviving Corporation shall continue to be governed by the laws of the State of Alabama Delaware and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time (as defined in Section 7.01)Time, the articles certificate of incorporation and bylaws of Seller shall be amended in their entirety to conform to the articles certificate of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time and shall become the articles certificate of incorporation and bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Merger Sub shall become the directors and officers of the Surviving Corporation. The name As part of the surviving Corporation shall Merger, each share of Seller Common Stock will be EBA Bancshares, Inc.converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03.

Structure of the Merger. Purchaser Bank will cause Charter Acquisition Sub I, Inc., to be organized as an Alabama wholly-owned special purpose subsidiary of Purchaser Bank (“Merger Sub”). On a) At the Effective Date Time (as defined in Section 7.01below), Merger subject to the satisfaction or waiver of the conditions set forth in Article VI, Acquisition Sub will merge (the “Merger”) with and into Sellerthe Company, with Seller the Company being the surviving entity company in the Merger (the “"Surviving Corporation”Company"), pursuant to the provisions of, and with the effect provided in, the Alabama Business Delaware General Corporation Act Law (“ABCA”the "DGCL"). The Merger shall be effected by the filing in the office of the Secretary of State of Delaware (the "Delaware Secretary") and pursuant to the terms and conditions of an agreement and plan a certificate of merger to be entered into between Merger Sub and Seller (the "Certificate of Merger") in accordance with the form attached hereto as Annex A. DGCL. The separate corporate existence of Merger Acquisition Sub shall thereupon cease. The name of the Surviving Company shall be Bank Plus Corporation. (b) At the Effective Time, (i) the charter of the Surviving Corporation shall continue be amended to be governed by read as set forth on Exhibit A to the laws Certificate of Merger and (ii) the State of Alabama and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time (as defined in Section 7.01), the articles of incorporation and bylaws of Seller shall be amended in their entirety to conform to the articles of incorporation and bylaws of Merger Acquisition Sub in effect immediately prior to the Effective Time and shall become the articles of incorporation and bylaws of the Surviving Corporation. Company. (c) At the Effective Time, the directors and officers of Merger Acquisition Sub shall become the directors and officers of the Surviving Corporation. The name of the surviving Corporation shall be EBA Bancshares, Inc.Company.

Structure of the Merger. Subject to the terms and conditions of this Agreement, Purchaser Bank will cause Charter Acquisition Sub I, Inc., a Delaware corporation to be organized as an Alabama wholly-a wholly owned special purpose subsidiary of Purchaser or the Bank (“"Merger Sub”"). On At the Effective Date (as defined in Section 7.01)Time, Merger Sub will merge (the “"Merger”") with and into Seller, with Seller being the surviving entity (the “"Surviving Corporation”"), pursuant to the provisions of, and with the effect provided in, the Alabama Business Corporation Act (“ABCA”) DGCL and pursuant to the terms and conditions of an agreement and plan of merger ("Plan of Interim Merger") to be entered into between Merger Sub and Seller in the form attached hereto as Annex A. Exhibit B. The separate corporate existence of Merger Sub shall thereupon cease. The Surviving Corporation shall continue to be governed by the laws of the State of Alabama Delaware and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time (as defined in Section 7.01)Time, the articles certificate of incorporation and bylaws of Seller shall be amended in their entirety to conform to the articles certificate of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time and shall become the articles certificate of incorporation and bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Merger Sub shall become the directors and officers of the Surviving Corporation. The name As part of the surviving Corporation shall Merger, each share of Seller Common Stock will be EBA Bancshares, Inc.converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03.

Structure of the Merger. Purchaser Bank will cause Charter Acquisition Sub I, Inc., to be organized as an Alabama wholly-owned special purpose subsidiary of Purchaser Bank (“Merger Sub”). On the Effective Date (as defined in Section 7.017.1), Merger Purchaser Sub will shall merge (the “"Merger”") with and into Seller, with Seller being the surviving entity (the “Surviving Corporation”), pursuant to the provisions of, and with the effect provided in, the Alabama Business Corporation Act (“ABCA”) and pursuant to the terms and conditions a Plan of an agreement and plan of merger to be entered into between Merger Sub and Seller substantially in the form attached hereto as Annex A. The Exhibit A which qualifies as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended; the separate corporate existence of Merger Purchaser Sub shall thereupon cease. The ; Seller shall be the surviving corporation in the Merger (the "Surviving Corporation") and a wholly owned subsidiary of Purchaser; and all of the property (real, personal and mixed), rights, powers, duties and obligations of Purchaser Sub shall be taken and deemed to be transferred to and vested in Seller, as the Surviving Corporation shall continue to be governed by in the Merger, without further act or deed; all in accordance with the applicable laws of the State of Alabama and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the MergerDelaware. At the Effective Time (as defined in Section 7.017.1), the articles Certificate of incorporation Incorporation and bylaws Bylaws of the Seller shall be amended in their entirety to conform to the articles Certificate of incorporation Incorporation and bylaws Bylaws of Merger Purchaser Sub in effect immediately prior to the Effective Time and shall become the articles Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Merger Purchaser Sub shall become the directors and officers of the Surviving Corporation. The name of the surviving Corporation shall be EBA Bancshares, Inc..