Terms of the Bank Merger Sample Clauses

Terms of the Bank Merger. 2.1 THE BANK MERGER (a) Subject to the terms and conditions set forth in the Agreement, and in accordance with the National Bank Act and the Federal Bank Merger Act and the regulations of the OCC promulgated thereunder, and the New York Banking Law and the regulations of the New York Banking Board and the New York Superintendent of Banks, at the Effective Time, BSB Bank shall be merged with and into NBT Bank pursuant to and upon the terms set forth in this Plan of Merger. NBT Bank shall continue as the Resulting Bank in the Bank Merger and the separate existence of BSB Bank shall cease. (b) As a result of the Bank Merger, (i) each share of capital stock, par value $1.00 per share, of BSB Bank issued and outstanding immediately prior to the Effective Time shall be canceled, and (ii) each share of common stock, par value $1.00 per share, of NBT Bank issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of common stock of the Surviving Bank issued and outstanding immediately after the Effective Time. (c) On and after the Effective Time, the Bank Merger shall have the effects set forth in Section 215a(c) of the National Bank Act and Section 602 of the New York Banking Law.
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Terms of the Bank Merger. 2.1 THE BANK MERGER (a) Subject to the terms and conditions set forth in the Agreement at the Effective Time, Xxxxxxx Bank shall be merged with and into St. Xxxx Bank pursuant to 12 U.S.C. (S)(S) 214a, 214c, 215c, 1467a(s), 1815(d)(3) and 1828(c), 12 C.F.R. (S)5.33(g) and Section 552.13 of the rules and regulations of the OTS. St. Xxxx Bank shall be the Surviving Bank in the Merger and shall continue to be regulated by the OTS. (b) As a result of the Bank Merger, (i) each share of common stock, par value $__ per share, of Xxxxxxx Bank issued and outstanding immediately prior to the Effective Time shall be canceled and (ii) each share of common stock, par value $__ per share, of St. Xxxx Bank issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of capital stock of the Surviving Bank issued and outstanding immediately after the Effective Time. (c) Upon the Effective Time, all assets and property of the Merging Banks shall immediately, without any further act, become the property of the Surviving Bank to the same extent as they were the property of the Merging Banks, and the Surviving Bank shall be a continuation of the entity that absorbed the Merging Banks. All rights and obligations of the Merging Banks shall remain unimpaired, and the Surviving Bank shall, upon the Effective Time, succeed to all those rights and obligations.
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Terms of the Bank Merger. 2.1 THE BANK MERGER (a) Subject to the terms and conditions set forth in the Agreement, and in accordance with the New York Banking Law and the rules and regulations of the Banking Board of New York State, the Home Owner's Loan Act and file regulations of the Office of Thrift Supervision, and the Federal Bank Merger Act and the regulations of the Federal Deposit Insurance Corporation, at the Effective Time, Catskill Bank shall be merged with and into Xxxx Bank pursuant to and upon the terms set forth in this Plan of Merger. Xxxx Bank shall continue as the Surviving Bank in the Bank Merger and the separate existence of Catskill Bank shall cease. (b) As a result of the Bank Merger, (i) each share of common stock, par value $.01per share, of Catskill Bank issued and outstanding immediately prior to the Effective Time shall be canceled, and (ii) each share of capital stock, par value $1.00 per share, of Xxxx Bank issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of capital stock of the Surviving Bank issued and outstanding immediately after the Effective Time. (c) On and after the Effective Time, the Bank Merger shall have the effects set forth in Section 602 of the New York Banking Law. (d) Without limiting the terms and provisions of section 2.1(c) above, as a result of the Bank Merger, the Surviving Bank shall assume and succeed, in accordance with 12 C.F.R. Part 563b, to all of the rights and obligations of Catskill Bank relating to its liquidation account which was established in connection with the conversion of Catskill Bank from the mutual to stock form of organization.
Sample 1
Terms of the Bank Merger. Subject to the terms and provisions of this Agreement, the National Bank Act, the Bank Merger Act and the Michigan Banking Code of 1999, as amended, (the "MICHIGAN BANKING CODE"), Alliance Bank shall be merged, simultaneously with the Holding Company Merger (as defined below), with and into Horizon Bank. Horizon Bank shall be the "CONTINUING BANK" and shall continue its corporate existence under the laws of the United States of America, pursuant to the provisions of the National Bank Act and particularly Xxxxxxx 000x xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, as amended, and as provided under Sections 487.13701 and 487.13702 of the Michigan Banking Code (hereinafter such merger shall be referred to as the "BANK MERGER").
Sample 1
Terms of the Bank Merger. Subject to the terms and conditions of this Agreement, and the federal banking laws of the United States of America and the banking laws of the State of Ohio, as applicable, the Surviving Bank shall merge, immediately following the Interim Merger, with and into The Middlefield Banking Company, which shall be the “Surviving Institution” and shall continue its corporate existence as an Ohio state-chartered commercial bank (the “Bank Merger”). The Interim Merger and the Bank Merger are collectively referred to in this Agreement as the “Mergers.”
Sample 1
Terms of the Bank Merger. Subject to the terms and conditions of this Agreement, the Bank Merger Agreement attached hereto as Appendix A, Title 11 of the Ohio Revised Code, as amended, (the "OHIO BANKING CODE"), and Title 28 of the Indiana Code (the "INDIANA BANKING CODE"), Xxxxxxx Bank shall be merged with and into F&M Bank. F&M Bank shall be the "CONTINUING BANK" and shall continue its corporate existence as provided under Section 1115.11 of the Ohio Banking Code (hereinafter such merger shall be referred to as the "BANK MERGER").
Sample 1
Terms of the Bank Merger. 2.1 THE BANK MERGER (a) Subject to the terms and conditions set forth in the Agreement at the Effective Time, SBM shall be merged with and into NHSB pursuant to Sections 36a-125 and 36a-126 of the Banking Law of Connecticut. NHSB shall be the Surviving Bank in the Bank Merger and shall continue to be regulated by the Banking Commissioner. (b) As a result of the Bank Merger, (i) each share of SBM Stock issued and outstanding prior to the Effective Time shall automatically be canceled and shall cease to exist as shares of capital stock of SBM or the Surviving Bank; and (ii) the [_____] shares of NHSB Common Stock issued and outstanding immediately prior to the Effective Time shall constitute all of the issued and outstanding shares of the Surviving Bank. (c) The Bank Merger shall have the effects set forth at Sections 36a-125 and 36a-126(a) of the Banking Law of Connecticut.
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Terms of the Bank Merger 
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Related to Terms of the Bank Merger

  • Terms of the Merger Subject to the terms and conditions of this Agreement, at the Effective Time, Salisbury shall merge with and into NBT, and NBT shall be the surviving entity (hereinafter sometimes referred to as the “Surviving Corporation”). Immediately thereafter, pursuant to the Plan of Bank Merger described in the following sentence, Salisbury Bank shall merge with and into NBT Bank, and NBT Bank shall be the surviving entity (hereinafter sometimes referred to as the “Surviving Bank”) and shall continue to be governed by the laws of the United States. As soon as practicable after the execution of this Agreement, NBT will cause NBT Bank to, and Xxxxxxxxx will cause Salisbury Bank to, execute and deliver a Plan of Bank Merger substantially in the form attached to this Agreement as Exhibit B. As part of the Merger, shares of Salisbury Stock shall, at the Effective Time, be converted into the right to receive the Merger Consideration pursuant to the terms of Article II.

  • Transactions and Terms of Merger 2 1.1 Merger..................................................................... 2 1.2 Time and Place of Closing.................................................. 2 1.3

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

  • CONDITIONS TO CONSUMMATION OF MERGER 35 5.1 Conditions to Each Party's Obligations........................................................ 35 5.2 Conditions to Obligations of the Parent and the Acquisition Subsidiary........................ 36 5.3 Conditions to Obligations of the Company...................................................... 37

  • Modification, Amendment and Termination This Limited Guaranty may be modified, amended or terminated only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is permitted under Section 12.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • CONDITIONS TO CONSUMMATION OF THE MERGER 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

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