Subsidiary Bank. Buyer and Acquired Corporation anticipate that, on or after the Effective Date, Buyer’s savings bank Subsidiary, Superior Bank, a federal savings bank, will acquire the Bank by merger, acquisition of assets or otherwise. The exact timing and structure of such acquisition have not been finalized at this time, and Buyer in its discretion will finalize such timing and structure at a later date. Acquired Corporation will cooperate with Buyer, including the call of any special meetings of the board of directors of the Bank and the filing of any regulatory applications, in the execution of appropriate documentation relating to such merger or other transaction. In the event that following the Effective Date the Bank remains a separate legal entity owned by Buyer, Buyer and Acquired Corporation will mutually agree prior to the Effective Date upon which existing members of the board of directors of the Bank, if any, shall remain as directors thereof following the Effective Date. Buyer agrees that it will accept the resignations of any such existing members who desire to resign as such as of the Effective Date.
Subsidiary Bank. (Primary Federal Regulator Capital Guidelines) In Compliance Not In Compliance [minimum capital category required: “well capitalized”]
Subsidiary Bank. The term "
Subsidiary Bank. It is the intention of the parties that the Surviving Corporation shall be a bank holding company registered pursuant to the BHCA and that the operation of the federal savings bank subsidiary of Dime and the New Jersey state-chartered commercial bank subsidiary of Xxxxxx shall be combined, in a manner to be determined, so that the primary depository institution subsidiary of the Surviving Corporation is a New Jersey state-chartered commercial bank (the "Subsidiary Bank"). It is the intention of the parties that the Board of Directors of the Surviving Corporation and the Board of Directors of the Subsidiary Bank shall be the same, until otherwise modified, and that the charter and by- laws of the Subsidiary Bank shall contain those provisions (or other provisions of similar effect) discussed in Article III hereof with respect to the Surviving Corporation.
Subsidiary Bank. Skyline (i) is a national banking association duly formed under the laws of the United States, (ii) is duly licensed or qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified and (iii) has all requisite corporate power or other power and authority to own or lease its properties and assets and to carry on its business as now conducted. True, complete and correct copies of the Skyline Certificate and Skyline Bylaws have been made available to JCB.
Subsidiary Bank. Upon the Effective Date, the Bank will merge with and into Buyer’s savings bank Subsidiary, Superior Bank, a federal savings bank (the “Bank Merger”). Acquired Corporation will cooperate with Buyer, including the call of any special meetings of the board of directors of the Bank and the filing of any regulatory applications and the execution of appropriate documentation relating to the Bank Merger.
Subsidiary Bank. The primary operating Subsidiary of the Borrower is the Subsidiary Bank. The Subsidiary Bank (i) has issued and outstanding 83,118 shares of common stock, par value $50 per share, which are duly authorized, validly issued, fully paid and nonassessable, of which the Borrower owns all such shares free and clear of any liens, charges, encumbrances, rights of redemption, preemptive rights or rights of first refusal of any kind or nature whatsoever; (ii) has no shares of capital stock (common or preferred), or securities or other obligations convertible into any of the foregoing, authorize or outstanding and has no outstanding offers, subscriptions, warrants, rights or other agreements or commitments, obligating it to issue or sell any of the foregoing. The Subsidiary Bank (i) is duly organized and existing as a Missouri trust company, (ii) is in compliance in all material respects with all laws and regulations applicable to its business, (iii) is not currently subject to any claim, action, suit or proceeding at law, in equity or before any regulatory authority which, if adversely determined, would have a material adverse effect on the business, operations, property or financial or other condition of the Subsidiary Bank and (iv) is not in receipt of any recommendations or suggestions of a material nature from a regulatory authority, nor has it entered into a memorandum of understanding or similar arrangement with any regulatory authority relating to unsafe or unsound banking practice.
Subsidiary Bank applies for, consents to or acquiesces in the appointment of a receiver or conservator for itself, or in the absence of such application, consent or acquiescence, a receiver or conservator is appointed for Subsidiary Bank; or
Subsidiary Bank. 7 1.23. IRS.....................................................................7 1.24. Knowledge...............................................................7 1.25. Lien....................................................................7 1.26. Material Adverse Event; Material Adverse Effect.........................7 1.27. Merger..................................................................7 1.28. OCC.....................................................................7 1.29. OTS.....................................................................7 1.30. PBGC....................................................................7 1.31. Person..................................................................7 1.32. Plan of Merger..........................................................7 1.33. Proxy Statement.........................................................8 1.34.
Subsidiary Bank. A banking subsidiary of CFC, whether now existing or hereafter organized, which shall be used for purposes of effecting the Merger and other transactions contemplated herein. 1.23. IRS. The Internal Revenue Service.
