Common use of Surviving Bank Clause in Contracts

Surviving Bank. (i) The Surviving Bank shall continue the banking business of Company-Bank in the current locations of Company-Bank as branch offices of the Surviving Bank. (ii) The principal office of the Surviving Bank shall be the principal office of Acquiror-Bank. (iii) At and as of the Bank Merger Effective Date, the Charter and By-Laws of Acquiror-Bank, as in effect immediately prior to the Bank Merger Effective Date, shall be the Charter and By-Laws of the Surviving Bank until thereafter amended as provided by law. (iv) On the Bank Merger Effective Date, the Surviving Bank shall have capital surplus equal to that of Company-Bank and Acquiror-Bank combined, immediately prior to the Bank Merger and undivided profits, including capital reserves, which, when combined with the capital and surplus, will be equal to the capital structure of Company-Bank and Acquiror-Bank as of the date hereof, adjusted, however, for normal earnings and expenses between the date hereof and the Bank Merger Effective Date and adjusted as of the Bank Merger Effective Date in accordance with generally accepted accounting principles to reflect the Bank Merger. (v) As of the Bank Merger Effective Date, the Company Director and the Board of Directors of Acquiror-Bank in effect immediately prior to the Bank Merger shall serve as the Board of Directors of the Surviving Bank until such time as their successors have been elected and have qualified.

Appears in 2 contracts

Samples: Merger Agreement (First Federal Capital Corp), Merger Agreement (First Federal Capital Corp)

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Surviving Bank. (i) The Surviving Bank shall continue the banking business of Company-Bank Fox Cities in the current locations of Company-Bank Fox Cities as branch offices of the Surviving Bank. (ii) The principal office of the Surviving Bank shall be the principal office of Acquiror-BankAnchorBank. (iii) At and as of the Bank Merger Effective Date, the Charter and By-Laws of Acquiror-BankAnchorBank, as in effect immediately prior to the Bank Merger Effective Date, shall be the Charter and By-Laws of the Surviving Bank until thereafter amended as provided by law. (iv) On the Bank Merger Effective Date, the Surviving Bank shall have capital surplus equal to that of Company-Bank AnchorBank and Acquiror-Bank Fox Cities, combined, immediately prior to the Bank Merger and undivided profits, including capital reserves, which, when combined with the capital and surplus, will be equal to the capital structure of Company-Bank AnchorBank and Acquiror-Bank Fox Cities as of the date hereof, adjusted, however, for normal earnings and expenses between the date hereof and the Bank Merger Effective Date and adjusted as of the Bank Merger Effective Date in accordance with generally accepted accounting principles to reflect the Bank MergerDate. (v) As of the Bank Merger Effective Date, the Company Director and the Board of Directors of Acquiror-Bank in effect immediately prior AnchorBank (except as otherwise contemplated by this Agreement) shall continue to the Bank Merger shall serve as the Board of Directors of the Surviving Bank until such time as their successors have been elected and have qualified. (vi) As of the Bank Merger Effective Date, the Surviving Bank will establish an advisory board (which shall be subject to annual review and renewal by the Surviving Bank's Board of Directors). The advisory board shall consist of all persons serving as directors of Fox Cities as of the Effective Time who are not appointed or elected to serve either as Company Directors or as

Appears in 1 contract

Samples: Merger Agreement (FCB Financial Corp)

Surviving Bank. (i) The Surviving Bank shall continue assume the banking business of Company-Bank in the current locations of Company-Bank as branch offices of the Surviving Bank. (ii) The principal office of the Surviving Bank shall be the principal office of Acquiror-Bank. (iii) At and as of the Bank Merger Effective Date, the Charter and By-Laws of Acquiror-Bank, as in effect immediately prior to the Bank Merger Effective Date, shall be the Charter and By-Laws of the Surviving Bank until thereafter amended as provided by law. (iv) On the Bank Merger Effective Date, the Surviving Bank shall have capital surplus equal to that of Company-Bank and Acquiror-Bank combined, combined immediately prior to the Bank Merger and undivided profits, including capital reserves, which, when combined with the capital and surplus, will be equal to the capital structure of Company-Bank and Acquiror-Bank as of the date hereof, adjusted, however, for normal earnings and expenses between the date hereof and the Bank Merger Effective Date and adjusted as of the Bank Merger Effective Date in accordance with generally accepted accounting principles to reflect the Bank Merger. (v) As of the Bank Merger Effective Date, the Company Director and the Board of Directors of Acquiror-Bank in effect immediately prior to the Bank Merger shall serve as the Board of Directors of the Surviving Bank until such time as their successors have been elected and have qualified.

Appears in 1 contract

Samples: Merger Agreement (Anchor Bancorp Wisconsin Inc)

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Surviving Bank. (i) The Surviving Bank shall continue the banking business of Company-Bank in the its current locations of Company-Bank location as a branch offices office of the Surviving Bank. (ii) The principal office of the Surviving Bank shall be the principal office of Acquiror-Bank. (iii) At and as of the Bank Merger Effective Date, the Charter and By-Laws of Acquiror-Bank, as in effect immediately prior to the Bank Merger Effective Date, shall be the Charter and By-Laws of the Surviving Bank until thereafter amended as provided by law. (iv) On the Bank Merger Effective Date, the Surviving Bank shall have capital surplus equal to that of Company-Bank and Acquiror-Bank combined, combined immediately prior to the Bank Merger and undivided profits, including capital reserves, which, when combined with the capital and surplus, will be equal to the capital structure of Company-Bank and Acquiror-Bank as of the date hereof, adjusted, however, for normal earnings and expenses between the date hereof and the Bank Merger Effective Date and adjusted as of the Bank Merger Effective Date in accordance with generally accepted accounting principles to reflect the Bank Merger. (v) As of the Bank Merger Effective Date, the Company Director and the Board of Directors of Acquiror-Bank in effect immediately prior to the Bank Merger shall serve as the Board of Directors of the Surviving Bank until such time as their successors have been elected and have qualified.

Appears in 1 contract

Samples: Merger Agreement (First Federal Capital Corp)

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