Common use of Structure of the Merger Clause in Contracts

Structure of the Merger. Subject to the terms and conditions of this Agreement, Purchaser will cause a Delaware corporation to be organized as a wholly owned special purpose subsidiary of Purchaser or the Bank (“Merger Sub”). At the Effective 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 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 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 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, the certificate of incorporation and bylaws of Seller shall be amended in their entirety to conform to the certificate of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time and shall become the 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. As part of the Merger, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03.

Structure of the Merger. Subject to On the terms and conditions of this AgreementEffective Date (as defined in Section 7.1), Purchaser will cause a Delaware corporation to be organized as a wholly owned special purpose subsidiary of Purchaser or the Bank (“Merger Sub”). At the Effective Time, Merger 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 DGCL and pursuant to the terms and conditions of an agreement and plan of merger (“a Plan of Interim Merger”) to be entered into between Merger Sub and Seller substantially in the form attached hereto as Exhibit B. The 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 Delaware and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the MergerDelaware. At the Effective TimeTime (as defined in Section 7.1), the certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Seller shall be amended in their entirety to conform to the certificate Certificate of incorporation Incorporation and bylaws Bylaws of Merger Purchaser Sub in effect immediately prior to the Effective Time and shall become the certificate 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. As part of the Merger, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03.

Structure of the Merger. Subject to the terms and conditions of this Agreement, Purchaser Bank will cause a Delaware corporation Charter Acquisition Sub I, Inc., to be organized as a wholly an Alabama wholly-owned special purpose subsidiary of Purchaser or the Bank (“Merger Sub”). At On the Effective TimeDate (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 DGCL Alabama Business Corporation Act (“ABCA”) 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 Exhibit B. 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 Delaware 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 TimeTime (as defined in Section 7.01), the certificate articles of incorporation and bylaws of Seller shall be amended in their entirety to conform to the certificate articles of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time and shall become the certificate 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. As part The name of the Mergersurviving Corporation shall be EBA Bancshares, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03.Inc.

Structure of the Merger. Subject to the terms and conditions of this Agreement, Purchaser will cause a Delaware corporation to be organized as a wholly owned special purpose subsidiary of Purchaser or the Bank (“Merger Sub”). a) At the Effective TimeTime (as defined below), 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 DGCL and pursuant to Delaware General Corporation Law (the terms and conditions "DGCL"). The Merger shall be effected by the filing in the office of an agreement and plan the Secretary of State of Delaware (the "Delaware Secretary") of a certificate of merger (“Plan the "Certificate of Interim Merger”") to be entered into between Merger Sub and Seller in accordance with the form attached hereto as Exhibit B. DGCL. The separate corporate existence of Merger Acquisition Sub shall thereupon cease. The Surviving Corporation shall continue to be governed by the laws name of the State of Delaware and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises Surviving Company shall continue unaffected by the Merger. be Bank Plus Corporation. (b) At the Effective Time, (i) the certificate charter of incorporation and bylaws of Seller the Surviving Corporation shall be amended in their entirety to conform read as set forth on Exhibit A to the certificate Certificate of incorporation Merger and (ii) the bylaws of Merger Acquisition Sub in effect immediately prior to the Effective Time and shall become the certificate 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. As part of the Merger, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03Company.

Structure of the Merger. Subject to the terms and conditions of this Agreement, Purchaser will cause a Delaware corporation to be organized as a wholly owned special purpose subsidiary of Purchaser or the Bank (“"Merger Sub”"). At the Effective 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 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 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 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, the certificate of incorporation and bylaws of Seller shall be amended in their entirety to conform to the certificate of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time and shall become the 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. As part of the Merger, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03.