Subsidiary Merger. At the effective time of the Subsidiary Merger, each share of common stock, $5,000.00 par value per share, of Seller Sub (the “Seller Sub Common Stock”) issued and outstanding immediately prior to the effective time of the Subsidiary Merger shall automatically be cancelled and there shall be no conversion or exchange of, or consideration paid or issued for, such Seller Sub Common Stock. The certificate or certificates for such Seller Sub Common Stock shall be surrendered and cancelled. All of the shares of Acquiror Sub issued and outstanding immediately prior to the effective time of the Subsidiary Merger shall remain issued and outstanding after the effective time of the Subsidiary Merger and shall be unaffected by the Subsidiary Merger.
Subsidiary Merger. (a) At the Effective Time or as soon thereafter as reasonably practicable, Summit Community Bank, Inc., the wholly-owned West Virginia chartered commercial bank subsidiary of SMMF (“SCB”), shall be merged with and into Xxxxx & Xxxxxxx Bank & Trust Company, the wholly-owned Virginia charted commercial bank subsidiary of BHRB (“B&H Bank”), pursuant to a Subsidiary Bank Agreement and Plan of Merger, substantially in the form attached hereto as Exhibit 1.3(a) (the “Subsidiary Merger”). B&H Bank shall be the surviving bank in the Subsidiary 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 Merger (the “Subsidiary Merger Effective Time”), or thereafter). As soon as practicable after the approval of this Agreement by the Boards of Directors of BHRB and SMMF, each of BHRB, B&H Bank, SMMF and SCB, 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 Merger, and the consummation of the Subsidiary 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 Merger.
(b) BHRB, in consultation with SMMF, may at any time change the method or timing of effecting the combination of B&H Bank and SCB if and to the extent BHRB deems such changes necessary, appropriate or desirable for any reason in its discretion (including, without limitation, to ensure that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code); provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the SMMF shareholders, (iii) adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (iv) materially impede or delay consummation of the transactions contemplated by this Agreement or (v) result in the Subsidiary Merger occurring prior to the Merger; and provided, further, that BHRB shall provide SMMF with five (5) days’ prior written notice of such change and the reasons therefor.
Subsidiary Merger. R&B Network, Inc. will merge with and into Networks, with Networks surviving.
Subsidiary Merger. Immediately following the Effective Time, Northrim shall cause the merger of the Surviving Corporation with and into Northrim, with Northrim being the surviving corporation in such merger (such transaction, the “Subsidiary Merger”) and on such terms and conditions as may be appropriate in the sole discretion of Northrim. The terms, conditions and effect of the Subsidiary Merger shall be governed solely by the plan of merger attached hereto as Exhibit F, and such transaction shall not be subject to the terms or conditions of this Agreement. From and after the date of this Agreement, Merger Sub shall take such actions and shall execute, deliver, file and furnish such documents and instruments as Northrim may reasonably request in connection with, and for the purpose or with the effect of facilitating, the Subsidiary Merger. Northrim shall cause the Subsidiary Merger to occur on the Closing Date.
Subsidiary Merger. Immediately following the Effective Time of the Merger, Premier Delaware and First Guaranty will execute the Subsidiary Merger Agreement. Subject to the terms and conditions of the Subsidiary Merger Agreement, and in accordance with federal and state law, Premier Delaware will merge with and into First Guaranty, and First Guaranty shall be the surviving corporation. The Subsidiary Merger Effective Time shall immediately follow the Effective Time of the Merger, at which time the Subsidiary Merger shall be consummated.
Subsidiary Merger. All regulatory approvals required to consummate the Subsidiary Merger, including without limitation the approval of the OTS and any Other Regulatory Approvals with respect thereto, shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated. No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Subsidiary Merger shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Subsidiary Merger.
Subsidiary Merger. Seller shall have merged ORC with and into the Company.
Subsidiary Merger. Nothing shall have come to the attention of ------------------ Buyer which would preclude consummation of the Subsidiary Merger immediately following consummation of the Merger.
Subsidiary Merger. All conditions to the consummation of the Subsidiary Merger, set forth in Section 3.1 of the Subsidiary Merger Agreement, shall have been satisfied, including the adoption of the Subsidiary Merger Agreement by the requisite vote of the stockholders of Public pursuant to Public's certificate of incorporation and bylaws and applicable law; provided, however, that the condition precedent of the Subsidiary Merger Agreement which states that all conditions precedent to the consummation of at least this Agreement or a Sister Agreement shall have been satisfied or duly waived, need not be satisfied or duly waived.
Subsidiary Merger. Diversified shall have filed the ERI Merger Certificate with the New Jersey Department of Treasury, Division of Revenue and the Secretary of State of the State of Delaware and the Subsidiary Merger shall have become effective in accordance with the NJBCA and the Delaware LLC Act.
