Common use of The Bank Merger Clause in Contracts

The Bank Merger. (a) After the Effective Time, Essex Bank, the wholly owned subsidiary of CBTC, shall merge with and into United Bank, a wholly owned subsidiary of United (the “Bank Merger”), pursuant to the terms and conditions of the Bank Merger Agreement including the plan of merger substantially in the form attached as Exhibit C, the separate existence of Essex Bank shall cease and United Bank shall survive and continue to exist as a banking corporation chartered under the laws of the Commonwealth of Virginia. United may at any time prior to the Effective Time, change the method of effecting the combination with Essex Bank (including, without limitation, the provisions of this Article III) if and to the extent it deems such changes necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration, (ii) adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code to CBTC’s shareholders as a result of receiving the Merger Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided, further, that United shall provide CBTC with seven (7) days prior written notice of such change and the reasons therefor. (b) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the Bank Merger shall become effective upon the filing with the VSCC articles of merger in accordance with Section 13.1-720 of the VSCA, and the issuance by the VSCC of a certificate of merger relating to the Bank Merger, or such later date and time as may be set forth in such articles of merger. The Bank Merger shall have the effects prescribed in the VSCA.

The Bank Merger. (a) After At the Effective Time, Essex BankCentury National Bank ("CNB"), the wholly a wholly-owned subsidiary of CBTCCentury, shall merge with and into United Bank, a wholly wholly-owned subsidiary of United (the “"Bank Merger”"), pursuant to the terms and conditions of the Bank Merger Agreement including the plan of merger substantially in the form attached as Exhibit C, the separate existence of Essex Bank CNB shall cease and United Bank shall survive and continue to exist as a banking corporation chartered under the laws of the Commonwealth of VirginiaVirginia Banking Corporation. United may at any time prior to the Effective Time, change the method of effecting the combination with Essex Bank CNB (including, including without limitation, limitation the provisions of this Article III) if and to the extent it deems such changes necessary, appropriate or desirable; provided, however, however that no such change shall (i) alter or change the amount or kind of Merger Consideration, or the relative proportions of cash and United Common Stock included therein, (ii) adversely affect the ability tax treatment of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code to CBTC’s shareholders Century's stockholders as a result of receiving the Merger Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; , and provided, provided further, that United shall provide CBTC Century with seven (7) days prior written notice of such change and the reasons therefor. (b) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the Bank Merger shall become effective upon the occurrence of the filing with in the VSCC office in the Corporation Commission of articles of merger in accordance with Section 13.1-720 of the VSCA, and the issuance by the VSCC of a certificate of merger relating to the Bank Merger, VSCA or such later date and time as may be set forth in such articles and the issuance of mergera certificate of merger by the Corporation Commission under the VSCA. The Bank Merger shall have the effects prescribed in the VSCA.

The Bank Merger. (a) After Immediately after the Effective Time, Essex Marathon Bank, the wholly Rockingham Heritage Bank and Premier Bank, wholly-owned subsidiary subsidiaries of CBTCPremier, shall merge with and into United Bank, a wholly wholly-owned subsidiary of United (the “Bank Merger”), pursuant to the terms and conditions of the Bank Merger Agreement including the plan of merger substantially in the form attached as Exhibit C, the separate existence of Essex Marathon Bank, Rockingham Heritage Bank and Premier Bank shall cease and United Bank shall survive and continue to exist as a Virginia banking corporation chartered under the laws of the Commonwealth of Virginiacorporation. United may at any time prior to the Effective Time, change the method of effecting the combination with Essex Marathon Bank, Rockingham Heritage Bank and Premier Bank (including, including without limitation, limitation the provisions of this Article III) if and to the extent it deems such changes necessary, appropriate or desirable; provided, however, however that no such change shall (i) alter or change the amount or kind of Merger Consideration, or the relative proportions of cash and United Common Stock included therein, (ii) adversely affect the ability tax treatment of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code to CBTCPremier’s shareholders stockholders as a result of receiving the Merger Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; , and provided, provided further, that United shall provide CBTC Premier with seven (7) days prior written notice of such change and the reasons therefortherefore. (b) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the Bank Merger shall become effective upon the occurrence of the filing with in the VSCC office in the Corporation Commission of articles of merger in accordance with Section 13.1-720 of the VSCA, and the issuance by the VSCC of a certificate of merger relating to the Bank Merger, VSCA or such later date and time as may be set forth in such articles and the issuance of mergera certificate of merger by the Corporation Commission under the VSCA. The Bank Merger shall have the effects prescribed in the VSCA.

The Bank Merger. (a) After the Effective Time, Essex Valley Bank, the wholly owned subsidiary of CBTCValley Financial, shall merge with and into United Buyer Bank, a wholly owned subsidiary of United Buyer (the “Bank Merger”), pursuant to the terms and conditions of the Bank Merger Agreement including the plan of merger substantially in the form attached as Exhibit C, the A. The separate existence of Essex Valley Bank shall cease and United Buyer Bank shall survive and continue to exist as a banking corporation chartered under the laws of the Commonwealth of VirginiaNorth Carolina. United Buyer may at any time prior to the Effective Time, Time change the method of effecting the combination of Buyer Bank with Essex Valley Bank (including, without limitation, the provisions of this Article III) if and to the extent it deems such changes necessary, appropriate or desirable; provided, however, that no Buyer shall provide Valley Financial with seven days prior written notice of such change and the reasons therefore. Notwithstanding anything herein to the contrary, the Bank Merger shall (i) alter or change the amount or kind of Merger Consideration, (ii) not adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code to CBTC’s shareholders as a result of receiving the Merger Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided, further, that United shall provide CBTC with seven (7) days prior written notice of such change and the reasons therefor. (b) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the Bank Merger shall become effective upon the filing with the VSCC and the Secretary of State articles of merger in accordance with Section 13.1-720 of the VSCAVSCA and applicable sections of the NCBCA, and the issuance by the VSCC and the Secretary of State of a certificate of merger relating to the Bank Merger, or such later date and time as may be set forth in such articles of merger. The Bank Merger shall have the effects prescribed in the VSCAVSCA and NCBCA.

The Bank Merger. (a) After the Effective Time, Essex Cardinal Bank, the wholly owned subsidiary of CBTCCardinal, shall merge with and into United Bank, a wholly owned subsidiary of Merger Sub (and a direct wholly owned subsidiary of United for income tax purposes) (the “Bank Merger”), pursuant to the terms and conditions of the Bank Merger Agreement including the plan Plan of merger Merger substantially in the form attached as Exhibit C, the separate existence of Essex Cardinal Bank shall cease and United Bank shall survive and continue to exist as a banking corporation chartered under the laws of the Commonwealth of Virginia. United may at any time prior to the Effective Time, change the method of effecting the combination with Essex Cardinal Bank (including, without limitation, the provisions of this Article III) if and to the extent it deems such changes necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration, (ii) adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code to CBTCCardinal’s shareholders stockholders as a result of receiving the Merger Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided, further, that United shall provide CBTC Cardinal with seven (7) days prior written notice of such change and the reasons therefor. (b) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the Bank Merger shall become effective upon the filing with the VSCC articles of merger in accordance with Section 13.1-720 of the VSCA, and the issuance by the VSCC of a certificate of merger relating to the Bank Merger, or such later date and time as may be set forth in such articles of merger. The Bank Merger shall have the effects prescribed in the VSCA.

The Bank Merger. (a) After the Effective Time, Essex Centra Bank, the wholly owned indirect subsidiary of CBTCCentra, shall merge with and into United Bank, a wholly owned subsidiary of United (the “Bank Merger”), pursuant to the terms and conditions of the Bank Merger Agreement including the plan of merger substantially in the form attached as Exhibit C, the separate existence of Essex Centra Bank shall cease and United Bank shall survive and continue to exist as a West Virginia banking corporation chartered under the laws of the Commonwealth of Virginiacorporation. United may at any time prior to the Effective Time, change the method of effecting the combination with Essex Centra Bank (including, without limitation, the provisions of this Article III) if and to the extent it deems such changes necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration, or the relative proportions of cash and United Common Stock included therein, (ii) adversely affect the ability tax-free treatment of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code to CBTCCentra’s shareholders stockholders as a result of receiving the Merger Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided, further, that United shall provide CBTC Centra with seven (7) days prior written notice of such change and the reasons therefortherefore. (ba) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the Bank Merger shall become effective upon the occurrence of the filing with in the VSCC office in the Secretary of State of articles of merger in accordance with Section 13.131D-11-720 1106 of the VSCA, and the issuance by the VSCC of a certificate of merger relating to the Bank Merger, WVBCA or such later date and time as may be set forth in such articles and the issuance of mergera certificate of merger by the Secretary of State under the WVBCA. The Bank Merger shall have the effects prescribed in the VSCAWVBCA.

The Bank Merger. (a) After the Effective Time, Essex Virginia Commerce Bank, the wholly owned subsidiary of CBTCVirginia Commerce, shall merge with and into United Buyer Bank, a wholly owned subsidiary of United Buyer (the “Bank Merger”), pursuant to the terms and conditions of the Bank Merger Agreement including the plan Plan of merger Merger substantially in the form attached as Exhibit CD, the separate existence of Essex Virginia Commerce Bank shall cease and United Buyer Bank shall survive and continue to exist as a banking corporation chartered under the laws of the Commonwealth of Virginia. United Buyer may at any time prior to the Effective Time, change the method of effecting the combination with Essex Virginia Commerce Bank (including, without limitation, the provisions of this Article III) if and to the extent it deems such changes necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration, or the relative proportions of cash and Buyer Common Stock included therein, (ii) adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code to CBTCVirginia Commerce’s shareholders stockholders as a result of receiving the Merger Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided, further, that United Buyer shall provide CBTC Virginia Commerce with seven (7) days prior written notice of such change and the reasons therefortherefore. (b) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the Bank Merger shall become effective upon the filing with the VSCC articles of merger in accordance with Section 13.1-720 of the VSCA, and the issuance by the VSCC of a certificate of merger relating to the Bank Merger, or such later date and time as may be set forth in such articles of merger. The Bank Merger shall have the effects prescribed in the VSCA.