Common use of Subsidiary Merger Clause in Contracts

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. (ai) At On the Effective Time or as soon thereafter as reasonably practicableterms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, Summit Community Bankon the Closing Date and immediately prior to the Merger, Inc.ABP Sub, the wholly-owned West Virginia chartered commercial bank subsidiary of SMMF Inc. (“SCBABP Sub”), ) shall be merged merge 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) Company (the “Subsidiary Merger”). B&H Bank shall be the surviving bank in ) at the Subsidiary Merger (sometimes referred to herein Effective Time. Following the Subsidiary Merger Effective Time, the separate existence of ABP Sub shall cease and the Company shall continue as the “Continuing Bank,” whenever reference is made to it as of the effective date and time surviving company of the Subsidiary Merger (the “Subsidiary Merger Surviving Corporation”). (ii) On the Closing Date and prior to the Effective Time, the Company shall cause a certificate of ownership and merger, (the “Subsidiary Merger Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Merger shall become effective on the date and time at which the Subsidiary Merger Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date or time as is agreed by Pxxxxxxxxx and the Company and specified in the Certificate of Merger, and in any event prior to the Effective time (the time the Subsidiary Merger becomes effective being referred to herein as 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 . (iii) The Subsidiary Merger shall be conditioned on have the consummation effects set forth in Section 253 of the MergerDGCL. Prior to Without limiting the generality of the foregoing, and subject thereto, at 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); providedassets, howeverproperties, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein)rights, (ii) adversely affect the SMMF shareholdersprivileges, (iii) adversely affect the ability powers and franchises 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 Company and ABP Sub shall vest in the Subsidiary Merger occurring Surviving Corporation and all Liabilities, obligations, restrictions, disabilities and duties of or applicable to each of the Company and ABP Sub shall become the Liabilities, obligations, restrictions, disabilities and duties of or applicable to the Subsidiary Merger Surviving Corporation, in each case, in accordance with the DGCL. (iv) At the Subsidiary Merger Effective Time, the Governing Documents of the Company shall be the Governing Documents of the Subsidiary Merger Surviving Corporation, in each case, until thereafter changed or amended as provided herein, therein or by applicable Law. (v) At the Subsidiary Merger Effective Time, the directors and officers of the Company immediately prior to the Merger; Subsidiary Merger Effective Time shall be the initial directors and providedofficers of the Subsidiary Merger Surviving Corporation, furthereach to hold office in accordance with the Governing Documents of the Subsidiary Merger Surviving Corporation until such director’s or officer’s successor is duly elected or appointed and qualified, that BHRB or until the earlier of their death, resignation or removal. (vi) At the Subsidiary Merger Effective Time, by virtue of the Subsidiary Merger and without any action on the part of any Party or any other Person, each share of capital stock of ABP Sub issued and outstanding immediately prior to the Subsidiary Merger Effective Time (other than any share of capital stock of ABP Sub cancelled in accordance with clause (vii) immediately below) shall provide SMMF be converted into 75.29 shares of Company Common Stock. From and after the Subsidiary Merger Effective Time, the holder(s) of certificates (the “ABP Merger Sub Certificates”), if any, evidencing ownership of any share of capital stock of ABP Sub issued and outstanding immediately prior to the Subsidiary Merger Effective Time and any share of capital stock of ABP Sub issued and outstanding immediately prior to the Subsidiary Merger Effective Time held in book-entry form issued and outstanding immediately prior to the Subsidiary Merger Effective Time shall each cease to have any rights with five respect to such shares of capital stock of ABP Sub except as otherwise expressly provided for herein or under applicable Law. (5vii) days’ At the Subsidiary Merger Effective Time, by virtue of the Subsidiary Merger and without any action on the part of any Party or any other Person, any share of capital stock of ABP Sub issued and outstanding immediately prior written notice to the Subsidiary Merger Effective Time held immediately prior to the Subsidiary Merger Effective Time by either (x) the Company or (y) ABP Sub as treasury stock shall, in the case of such change either of the foregoing clause (x) or (y), be canceled and the reasons thereforextinguished, and no consideration shall be paid with respect thereto.

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.transactions

Subsidiary Merger. (ai) At On the Effective Time or as soon thereafter as reasonably practicableterms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, Summit Community Bankon the Closing Date and immediately prior to the Merger, Inc.ABP Sub, the wholly-owned West Virginia chartered commercial bank subsidiary of SMMF Inc. (“SCB”), "ABP Sub") shall be merged merge 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) Company (the “"Subsidiary Merger”). B&H Bank shall be the surviving bank in ") at the Subsidiary Merger (sometimes referred to herein Effective Time. Following the Subsidiary Merger Effective Time, the separate existence of ABP Sub shall cease and the Company shall continue as the “Continuing Bank,” whenever reference is made to it as of the effective date and time surviving company of the Subsidiary Merger (the "Subsidiary Merger Surviving Corporation"). (ii) On the Closing Date and prior to the Effective Time, the Company shall cause a certificate of ownership and merger, (the “Subsidiary Merger Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Merger shall become effective on the date and time at which the Subsidiary Merger Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date or time as is agreed by Xxxxxxxxxx and the Company and specified in the Certificate of Merger, and in any event prior to the Effective time (the time the Subsidiary Merger becomes effective being referred to herein as 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 . (iii) The Subsidiary Merger shall be conditioned on have the consummation effects set forth in Section 253 of the MergerDGCL. Prior to Without limiting the generality of the foregoing, and subject thereto, at 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); providedassets, howeverproperties, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein)rights, (ii) adversely affect the SMMF shareholdersprivileges, (iii) adversely affect the ability powers and franchises 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 Company and ABP Sub shall vest in the Subsidiary Merger occurring Surviving Corporation and all Liabilities, obligations, restrictions, disabilities and duties of or applicable to each of the Company and ABP Sub shall become the Liabilities, obligations, restrictions, disabilities and duties of or applicable to the Subsidiary Merger Surviving Corporation, in each case, in accordance with the DGCL. (iv) At the Subsidiary Merger Effective Time, the Governing Documents of the Company shall be the Governing Documents of the Subsidiary Merger Surviving Corporation, in each case, until thereafter changed or amended as provided herein, therein or by applicable Law. (v) At the Subsidiary Merger Effective Time, the directors and officers of the Company immediately prior to the Merger; Subsidiary Merger Effective Time shall be the initial directors and providedofficers of the Subsidiary Merger Surviving Corporation, furthereach to hold office in accordance with the Governing Documents of the Subsidiary Merger Surviving Corporation until such director’s or officer’s successor is duly elected or appointed and qualified, that BHRB or until the earlier of their death, resignation or removal. (vi) At the Subsidiary Merger Effective Time, by virtue of the Subsidiary Merger and without any action on the part of any Party or any other Person, each share of capital stock of ABP Sub issued and outstanding immediately prior to the Subsidiary Merger Effective Time (other than any share of capital stock of ABP Sub cancelled in accordance with clause (vii) immediately below) shall provide SMMF be converted into 75.29 shares of Company Common Stock. From and after the Subsidiary Merger Effective Time, the holder(s) of certificates (the “ABP Merger Sub Certificates”), if any, evidencing ownership of any share of capital stock of ABP Sub issued and outstanding immediately prior to the Subsidiary Merger Effective Time and any share of capital stock of ABP Sub issued and outstanding immediately prior to the Subsidiary Merger Effective Time held in book-entry form issued and outstanding immediately prior to the Subsidiary Merger Effective Time shall each cease to have any rights with five respect to such shares of capital stock of ABP Sub except as otherwise expressly provided for herein or under applicable Law. (5vii) days’ At the Subsidiary Merger Effective Time, by virtue of the Subsidiary Merger and without any action on the part of any Party or any other Person, any share of capital stock of ABP Sub issued and outstanding immediately prior written notice to the Subsidiary Merger Effective Time held immediately prior to the Subsidiary Merger Effective Time by either (x) the Company or (y) ABP Sub as treasury stock shall, in the case of such change either of the foregoing clause (x) or (y), be canceled and the reasons thereforextinguished, and no consideration shall be paid with respect thereto.