Common use of The Bank Merger Clause in Contracts

The Bank Merger. As soon as practicable after the execution of this Agreement, HBI and FNB shall cause Xxxxxx Bank (“HBI Bank”), a Maryland state-chartered trust company and a wholly owned subsidiary of HBI, and First National Bank of Pennsylvania (“FNB Bank”), a national banking association and wholly owned subsidiary of FNB, respectively, to enter into a bank merger agreement substantially in the form attached to this Agreement as Exhibit B (the “Bank Merger Agreement”), which provides for the merger of HBI Bank with and into FNB Bank immediately following the Merger, with FNB Bank being the surviving entity (the “Bank Merger”). Prior to filing applications for the Requisite Regulatory Approvals: (i) (A) HBI shall cause HBI Bank to obtain approval from the Board of Directors of HBI Bank for the Bank Merger Agreement, (B) HBI, as the sole shareholder of HBI Bank, shall approve the Bank Merger Agreement and (C) HBI shall cause the Bank Merger Agreement to be duly executed by HBI Bank and delivered to FNB; and (ii) (A) FNB shall cause FNB Bank to obtain approval from the Board of Directors of FNB Bank for the Bank Merger Agreement, (B) FNB, as the sole shareholder of FNB Bank, shall approve the Bank Merger Agreement and (C) FNB shall cause the Bank Merger Agreement to be duly executed by FNB Bank and delivered to HBI. Prior to the Effective Time, HBI shall cause HBI Bank, and FNB shall cause FNB Bank, to execute such articles or statement of merger and such other documents and certificates as are necessary or desirable to make the Bank Merger effective (the “Bank Merger Certificates”) immediately following the Effective Time.

The Bank Merger. As soon as practicable after the execution of this Agreement, HBI YDKN and FNB shall cause Xxxxxx Yadkin Bank (“HBI YDKN Bank”), a Maryland state-chartered trust company bank and a wholly owned subsidiary of HBIYDKN, and First National Bank of Pennsylvania (“FNB Bank”), a national banking association and wholly owned subsidiary of FNB, respectively, to enter into a bank merger agreement substantially in the form attached to this Agreement as Exhibit B (the “Bank Merger Agreement”), which provides for the merger of HBI YDKN Bank with and into FNB Bank immediately following the Merger, with FNB Bank being the surviving entity (the “Bank Merger”). Prior to filing applications for the Requisite Regulatory Approvals: (i) (A) HBI YDKN shall cause HBI YDKN Bank to obtain approval from the Board of Directors of HBI YDKN Bank for the Bank Merger Agreement, (B) HBIYDKN, as the sole shareholder of HBI YDKN Bank, shall approve the Bank Merger Agreement and (C) HBI YDKN shall cause the Bank Merger Agreement to be duly executed by HBI YDKN Bank and delivered to FNB; and (ii) (A) FNB shall cause FNB Bank to obtain approval from the Board of Directors of FNB Bank for the Bank Merger Agreement, (B) FNB, as the sole shareholder of FNB Bank, shall approve the Bank Merger Agreement and (C) FNB shall cause the Bank Merger Agreement to be duly executed by FNB Bank and delivered to HBIYDKN. Prior to the Effective Time, HBI YDKN shall cause HBI YDKN Bank, and FNB shall cause FNB Bank, to execute such articles or statement of merger and such other documents and certificates as are necessary or desirable to make the Bank Merger effective (the “Bank Merger Certificates”) immediately following the Effective Time.

The Bank Merger. As soon as practicable after the execution of this Agreement, HBI MBI and FNB shall cause Xxxxxx Bank Metro Bank, a state-chartered bank headquartered in Harrisburg, Pennsylvania (“HBI Metro Bank”), a Maryland state-chartered trust company and a wholly owned subsidiary of HBI, and First National Bank of Pennsylvania, a federally chartered national bank headquartered in Greenville, Pennsylvania (“FNB Bank”), a national banking association and wholly owned subsidiary of FNB, respectively, to enter into a bank merger agreement substantially in agreement, the form of which is attached to this Agreement as Exhibit B “A” (the “Bank Merger Agreement”), and which provides for the merger of HBI Metro Bank with and into FNB Bank immediately following the MergerBank, with FNB Bank being the surviving entity (the “Bank Merger”), in accordance with applicable Law and the terms of the Bank Merger Agreement, to become effective as soon as practicable after the Effective Time. Prior FNB and MBI shall cause the following to be accomplished prior to filing applications for the Requisite Regulatory Approvals: (ii)(A) (A) HBI MBI shall cause HBI Bank to obtain approval from the Board of Directors of HBI Metro Bank for the Bank Merger Agreement, (B) HBIMBI, as the sole shareholder of HBI Metro Bank, shall approve the Bank Merger Agreement and (C) HBI MBI shall cause the Bank Merger Agreement to be duly executed by HBI Metro Bank and delivered to FNB; and (ii) (Aii)(A) FNB shall cause FNB Bank to obtain approval from the Board of Directors of FNB Bank for the Bank Merger Agreement, (B) FNB, as the sole shareholder of FNB Bank, shall approve the Bank Merger Agreement and (C) FNB shall cause the Bank Merger Agreement to be duly executed by FNB Bank and delivered to HBIMBI. Prior to the Effective Time, HBI MBI shall cause HBI Metro Bank, and FNB shall cause FNB Bank, to execute such articles or statement of merger and such other documents and certificates as are necessary or desirable to make the Bank Merger effective (the “Bank Merger Certificates”) immediately following the Effective Time.

The Bank Merger. As soon as practicable after the execution of this Agreement, HBI UBNC and FNB shall cause Xxxxxx Union Bank (“HBI UBNC Bank”), a Maryland North Carolina state-chartered trust company bank and a wholly owned subsidiary of HBIUBNC, and First National Bank of Pennsylvania (“FNB Bank”), a national banking association and wholly owned subsidiary of FNB, respectively, to enter into a bank merger agreement substantially in the form attached to this Agreement as Exhibit B (the “Bank Merger Agreement”), which provides for the merger of HBI UBNC Bank with and into FNB Bank immediately following the MergerBank, with FNB Bank being the surviving entity (the “Bank Merger”). Prior to filing applications for the Requisite Regulatory Approvals: (i) (A) HBI UBNC shall cause HBI UBNC Bank to obtain approval from the Board of Directors of HBI UBNC Bank for the Bank Merger Agreement, (B) HBIUBNC, as the sole shareholder of HBI UBNC Bank, shall approve the Bank Merger Agreement and (C) HBI UBNC shall cause the Bank Merger Agreement to be duly executed by HBI UBNC Bank and delivered to FNB; and (ii) (A) FNB shall cause FNB Bank to obtain approval from the Board of Directors of FNB Bank for the Bank Merger Agreement, (B) FNB, as the sole shareholder of FNB Bank, shall approve the Bank Merger Agreement and (C) FNB shall cause the Bank Merger Agreement to be duly executed by FNB Bank and delivered to HBIUBNC. Prior to the Effective Time, HBI UBNC shall cause HBI UBNC Bank, and FNB shall cause FNB Bank, to execute such articles or statement of merger and such other documents and certificates as are necessary or desirable to make the Bank Merger effective (the “Bank Merger Certificates”) immediately following the Effective Time.

The Bank Merger. As soon as practicable after the execution of this Agreement, HBI Agreement OBA and FNB shall cause Xxxxxx Bank OBA Bank, a federally chartered savings bank headquartered in Germantown, Maryland (“HBI OBA Bank”), a Maryland state-chartered trust company and a wholly owned subsidiary of HBI, and First National Bank of Pennsylvania, a federally chartered national bank headquartered in Greenville, Pennsylvania (“FNB Bank”), a national banking association and wholly owned subsidiary of FNB, respectively, to enter into a bank merger agreement substantially in agreement, the form of which is attached to this Agreement as Exhibit B “A” (the “Bank Merger Agreement”), and which provides for the merger of HBI OBA Bank with and into FNB Bank immediately following the MergerBank, with FNB Bank being the surviving entity (the “Bank Merger”), in accordance with applicable laws and regulations and the terms of the Bank Merger Agreement, to become effective as soon as practicable after consummation of the Merger. Prior FNB and OBA shall cause the following to be accomplished prior to filing applications for the Requisite Regulatory Approvals: (ii)(A) (A) HBI OBA shall cause HBI OBA Bank to obtain approval from the Board of Directors of HBI Bank for approve the Bank Merger Agreement, (B) HBIOBA, as the sole shareholder of HBI OBA Bank, shall approve the Bank Merger Agreement and (C) HBI OBA shall cause the Bank Merger Agreement to be duly executed by HBI OBA Bank and delivered to FNB; and (ii) (Aii)(A) FNB shall cause FNB Bank to obtain approval from the Board of Directors of FNB Bank for approve the Bank Merger Agreement, (B) FNB, as the sole shareholder of FNB Bank, shall approve the Bank Merger Agreement and (C) FNB shall cause the Bank Merger Agreement to be duly executed by FNB Bank and delivered to HBIOBA. Prior to the Effective Time, HBI OBA shall cause HBI OBA Bank, and FNB shall cause FNB Bank, to execute such articles or statement of merger and such other documents and certificates as are necessary or desirable to make the Bank Merger effective (the “Bank Merger Certificates”) immediately following the Effective Time.