Subsidiary Mergers. The Company shall not cause any merger of Subsidiaries of the Company, unless, in the reasonable opinion of counsel for and/or the independent certified public accountants of the Company, such merger would not result in material adverse tax consequences to the Company and to the Purchasers.
Subsidiary Mergers. LFC shall take, and shall cause each of its Subsidiaries to take, in advance of the Effective Time, any action requested by IBC to facilitate the merger (the “Holding Company Merger”) of LFC into IBC and the merger (the “Bank Merger” and, together with the Holding Company Merger, the “Subsidiary Mergers”) of Local Oklahoma Bank, an Oklahoma banking association and wholly-owned subsidiary of LFC (“LFC Bank”), into International Bank of Commerce, Laredo, Texas, a Texas banking association and indirect wholly-owned subsidiary of IBC (“IBC Bank”), including execution and delivery of any required or appropriate regulatory filings, Articles of Merger, Certificates of Merger, any requested certificates of officers, and such other documents as may be required to cause such mergers to become effective immediately following the Effective Time.
Subsidiary Mergers. Southeast Texas, Texas Community Delaware and Community Bank & Trust shall take, in advance of the Effective Time, any action requested by Texas Regional to facilitate the mergers of Texas Community Delaware with into Texas Regional Delaware, and Community Bank & Trust with and into Texas State Bank, including execution and delivery of Articles of Merger, Certificates of Merger, any requested certificates of officers, and such other documents as may be required to cause such mergers to become effective in a timely manner.
Subsidiary Mergers. MB and MidCity shall take all necessary action to cause their financial institution Subsidiaries domiciled in Illinois to be merged together (the "Subsidiary Mergers") at, or as soon as practicable after, the Effective Time. The surviving or resulting institution of the Subsidiary Mergers shall be The MidCity National Bank, a national banking association, which may adopt a new name as determined by MB and MidCity prior to the Effective Time or by the Board of Directors of the Surviving Corporation after the Effective Time.
Subsidiary Mergers. (a) As a result of the Merger, LGH shall become a wholly-owned subsidiary of Buyer. Immediately following the Merger, LGH shall be merged with and into London Merger Sub 1, LLC, a Delaware limited liability company, an entity disregarded as separate from Buyer for U.S. federal income tax purposes, with London Merger Sub 1, LLC surviving such merger, and the separate corporate existence of LGH shall cease. At the effective time of such merger, by virtue of such merger and without any action on the part of Buyer, LGH or London Merger Sub 1, LLC: (i) each limited liability company interest of London Merger Sub 1, LLC issued and outstanding immediately prior to the effective time of such merger shall remain outstanding as a limited liability company interest of such surviving entity and (ii) each share of common stock of LGH issued and outstanding immediately prior to the effective time of such merger shall be cancelled and retired and shall cease to exist.
(b) As a result of the Merger, LRDH shall become a wholly-owned subsidiary of Buyer. Immediately following the Merger, LRDH shall be merged with and into London Merger Sub 2, LLC, a Delaware limited liability company, an entity disregarded as separate from Buyer for U.S. federal income tax purposes, with London Merger Sub 2, LLC surviving such merger, and the separate corporate existence of LRDH shall cease. At the effective time of such merger, by virtue of such merger and without any action on the part of Buyer, LRDH or London Merger Sub 2, LLC: (i) each limited liability company interest of London Merger Sub 2, LLC issued and outstanding immediately prior to the effective time of such merger shall remain outstanding as a limited liability company interest of such surviving entity and (ii) each limited liability company interest of LRDH issued and outstanding immediately prior to the effective time of such merger shall be cancelled and retired and shall cease to exist.
Subsidiary Mergers. A Subsidiary may merge or consolidate into another Subsidiary so long as the surviving Subsidiary is a Borrower hereunder or into Borrower as long as Borrower is the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as a result therefrom.
Subsidiary Mergers. (a) In connection with the Bank Merger, immediately after the Effective Time, Company Bank Subsidiaries shall be merged with and into Parent Bank or certain Subsidiaries of Parent Bank that are “controlled” by Parent Bank. Company, Company Bank and Company Bank Subsidiaries shall cooperate in all matters reasonably necessary or convenient to complete the subsidiary mergers so that they become effective immediately following the Effective Time.
(b) The term “control” for purposes of this Section 1.9 only means control within the meaning of Section 368(c) of the Code.
Subsidiary Mergers. The Buying Parties have requested that the U.S. Company effect the mergers of certain subsidiaries of the U.S. Company described on Exhibit B prior to the Closing (the “Subsidiary Mergers”). The Buying Parties jointly and severally shall indemnify and hold harmless Parent and its Affiliates (collectively, the “Parent Indemnitees”) in respect of any and all Losses reasonably and proximately incurred by any Parent Indemnitee as a result of the Subsidiary Mergers.
Subsidiary Mergers. The Subsidiaries set forth on Schedule 3 annexed hereto have merged with other Subsidiaries in accordance with the terms of the Credit Agreement as provided therein.
Subsidiary Mergers. Corpus Christi Bancshares, CCB Nevada and First State Bank shall take, in advance of the Effective Time, any action requested by Texas Regional to facilitate the mergers of CCB Nevada with into TRD, and First State Bank with and into Texas State Bank, including execution and delivery of Articles of Merger, Certificates of Merger, any requested certificates of officers, and such other documents as may be required to cause such mergers to become effective in a timely manner.
