Common use of Subsidiary Bank Merger Clause in Contracts

Subsidiary Bank Merger. (a) At the Effective Time or as soon thereafter as reasonably practicable, FVCbank, the wholly-owned Virginia chartered commercial bank subsidiary of FVCB, shall be merged with and into Blue Ridge Bank, National Association, the wholly-owned national banking association subsidiary of BRBS (“Blue Ridge Bank”), pursuant to a Subsidiary Bank Agreement and Plan of Merger, substantially in the form attached hereto as Exhibit 1.3(a) (the “Subsidiary Bank Merger”). Blue Ridge Bank shall be the surviving bank in the Subsidiary Bank Merger (sometimes referred to herein as the “Continuing Bank” whenever reference is made to it as of the effective date and time of the Subsidiary Bank Merger (the “Subsidiary Merger Effective Time”) or thereafter). As soon as practicable after the approval of this Agreement by the Boards of Directors of BRBS and FVCB, each of BRBS, Blue Ridge Bank, FVCB and FVCbank, respectively, shall take all actions necessary, including effecting the necessary shareholder and board of directors approvals, to approve and adopt a final Subsidiary Bank Agreement and Plan of Merger with respect to the Subsidiary Bank Merger, and the consummation of the Subsidiary Bank Merger shall be conditioned on the consummation of the Merger. Prior to the Subsidiary Merger Effective Time, such parties shall take all actions necessary to approve and adopt any and all other agreements and documents to effect the Subsidiary Bank Merger.

Appears in 2 contracts

Samples: Affiliate Agreement (Blue Ridge Bankshares, Inc.), Affiliate Agreement (FVCBankcorp, Inc.)

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Subsidiary Bank Merger. (a) At the Effective Time or as soon thereafter as reasonably practicable, FVCbankVirginia Commonwealth Bank, the wholly-owned Virginia chartered commercial bank subsidiary of FVCBBAYK, shall be merged with and into Blue Ridge Bank, National Association, the wholly-owned national banking association subsidiary of BRBS (“Blue Ridge Bank”), pursuant to a Subsidiary Bank Agreement and Plan of Merger, substantially in the form attached hereto as Exhibit 1.3(a) (the “Subsidiary Bank Merger”). Blue Ridge Bank shall be the surviving bank in the Subsidiary Bank Merger (sometimes referred to herein as the “Continuing Bank” whenever reference is made to it as of the effective date and time of the Subsidiary Bank Merger (the “Subsidiary Merger Effective Time”) or thereafter). As soon as practicable after the approval of this Agreement by the Boards of Directors of BRBS and FVCBBAYK, each of BRBS, Blue Ridge Bank, FVCB BAYK and FVCbankVirginia Commonwealth Bank, respectively, shall take all actions necessary, including effecting the necessary shareholder and board of directors director approvals, to approve and adopt a final Subsidiary Bank Agreement and Plan of Merger with respect to the Subsidiary Bank Merger, and the consummation all of the Subsidiary Bank Merger which shall be conditioned on the consummation of the Merger. Prior to the Subsidiary Merger Effective Time, such parties shall take all actions necessary to approve and adopt any and all other agreements and documents to effect the Subsidiary Bank Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Blue Ridge Bankshares, Inc.)

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Subsidiary Bank Merger. (a) At the Effective Time or as soon thereafter as reasonably practicable, FVCbankThe Fauquier Bank, the wholly-owned Virginia chartered commercial bank subsidiary of FVCBFBSS, shall be merged with and into Blue Ridge Virginia National Bank, National Association, the wholly-owned national banking association subsidiary of BRBS (“Blue Ridge Bank”)VABK, pursuant to a Subsidiary Bank Agreement and Plan of Merger, substantially in the form attached hereto as Exhibit 1.3(a) (the “Subsidiary Bank Merger”). Blue Ridge Virginia National Bank shall be the surviving bank in the Subsidiary Bank Merger (sometimes referred to herein as the “Continuing Bank” whenever reference is made to it as of the effective date and time of the Subsidiary Bank Merger (the “Subsidiary Merger Effective Time”) or thereafter). As soon as practicable after the approval of this Agreement by the Boards of Directors of BRBS VABK and FVCBFBSS, each of BRBSVABK, Blue Ridge Virginia National Bank, FVCB FBSS and FVCbankThe Fauquier Bank, respectively, shall take all actions necessary, including effecting the necessary shareholder and board of directors approvals, to approve and adopt a final Subsidiary Bank Agreement and Plan of Merger with respect to the Subsidiary Bank Merger, and the consummation of the Subsidiary Bank Merger shall be conditioned on the consummation of the Merger. Prior to the Subsidiary Merger Effective Time, such parties shall take all actions necessary to approve and adopt any and all other agreements and documents to effect the Subsidiary Bank Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Virginia National Bankshares Corp)

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