Common use of The Bank Merger Clause in Contracts

The Bank Merger. Except as provided below, after the Effective Time and at or after the close of business on the Closing Date, Marquis Bank (“Marquis Bank”), a Florida state-chartered bank and first-tier subsidiary of MBI, shall be merged (the “Bank Merger”) with and into Professional Bank, a Florida state-chartered bank and wholly owned first-tier subsidiary of PHC (“Professional Bank”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Professional Bank shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the Parties shall cause the Boards of Directors of Marquis Bank and Professional Bank, respectively, to approve a separate merger agreement (the “Bank Merger Agreement”) in substantially the form attached hereto as Exhibit C, and cause the Bank Merger Agreement to be executed and delivered as soon as practicable following the date of execution of this Agreement. The directors of the Surviving Bank immediately following the Effective Time shall consist of up to thirteen (13) directors, including the eight (8) PHC directors set forth on Schedule 1.7 to this Agreement and up to five (5) of the MBI directors to be mutually agreed by MBI and PHC as contemplated by Section 1.7 of this Agreement, provided that each such MBI director as contemplated by Section 1.7 to this Agreement shall be selected to serve on at least one of (a) the Board of Directors of the Surviving Company or (b) the Board of Directors of the Surviving Bank. PHC shall cause the Bank Merger to be effected following the Effective Time in accordance with the FBCA. As provided in the Bank Merger Agreement, the Bank Merger may be abandoned at the election of Professional Bank at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, Marquis Bank shall continue to operate under that name (together with any appendix required of national banking associations if its charter should be converted to that of a national bank).

The Bank Merger. Except as provided below, after the Effective Time and at or after the close of business on the Closing Date, Marquis Gulfstream Business Bank (“Marquis Gulfstream Business Bank”), a Florida state-chartered bank and first-tier subsidiary of MBI, shall be merged (the “Bank Merger”) with and into Professional Bank, a Florida state-chartered bank and wholly owned first-tier subsidiary of PHC Gulfstream, shall be merged (the “Bank Merger”) with and into CenterState Bank of Florida, N.A., a national banking and wholly owned first-tier subsidiary of CenterState (“Professional CenterState Bank,” N.A.”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Professional Bank CenterState Bank, N.A. shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the Boards of Directors of the Parties shall approve, and shall cause the Boards of Directors of Marquis Gulfstream Business Bank and Professional CenterState Bank, N.A., respectively, to approve a separate merger agreement (the “Bank Merger Agreement”) in substantially the form attached hereto as Exhibit CB, and cause the Bank Merger Agreement to be executed and delivered as soon as practicable following the date of execution of this Agreement. Each of CenterState and Gulfstream also shall approve the Bank Merger Agreement in their capacities as sole shareholders of CenterState Bank, N.A. and Gulfstream Business Bank, respectively. The directors of the Surviving Bank immediately following the Effective Time shall consist of up the directors of CenterState Bank, N.A. immediately prior to thirteen (13) directors, including the eight (8) PHC Effective Time plus two directors set forth on Schedule 1.7 of Gulfstream to be identified by Gulfstream within 30 days after the date of this Agreement who are reasonably acceptable to CenterState, and up to five (5) of the MBI such directors to be mutually agreed by MBI shall hold office until their respective successors are duly elected and PHC as contemplated by Section 1.7 of this Agreementqualified, provided that each such MBI director as contemplated by Section 1.7 to this Agreement shall be selected to serve on at least one of (a) the Board of Directors or their earlier death, resignation or removal. The officers of the Surviving Company or (b) the Board of Directors of the Surviving Bank. PHC shall cause the Bank Merger to be effected immediately following the Effective Time in accordance with shall consist of the FBCAofficers of CenterState Bank, N.A. immediately prior to the Effective Time and Xxxx X. Xxxxxxx (who shall serve as Executive Vice President and Chief Banking Officer), and such officers shall hold office until their respective successors are duly elected and qualified or their earlier death, resignation or removal. As provided in the Bank Merger Agreement, the Bank Merger may be abandoned at the election of Professional Bank CenterState Bank, N.A. at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, Marquis Gulfstream Business Bank shall continue to operate under that name (together with any appendix required of national banking associations if its charter should be converted to that of a national bank)., and any abandonment of the Bank Merger shall not affect the service, titles or responsibilities of Xxxx X. Xxxxxxx as Executive Vice President and Chief Banking Officer of CenterState Bank, N.A.

The Bank Merger. Except (a) Immediately upon consummation of the Merger, subject to the terms and conditions of this Agreement and the Bank Merger Agreement, FNB will cause ACB (as provided belowthe resulting corporation in the Merger) to consolidate and merge with and into FNBNC under the authority of 12 U.S.C. 215, after 215a of the Effective Time National Bank Act and at or after the close resulting national banking association in the Bank Merger (the “Resulting Bank”) will continue as a wholly-owned subsidiary of business on FNB, with the national bank charter number of FNBNC and the name “First National Bank of Northern California.” (b) Prior to the Closing Date, Marquis and as soon as practicable after the receipt of all necessary Government Approvals (as defined below) and the approvals of the shareholders of each of ACB and FNBNC and the satisfaction of all conditions precedent to the consummation of the Bank Merger set forth herein, ACB and FNBNC shall execute the Bank Merger Agreement (“Marquis Bank”substantially in the form attached hereto as Exhibit B, as amended, if necessary, to conform to the requirements of law or a governmental authority or agency having authority over the Bank Merger, which requirements are not materially in contravention of any of the substantive terms hereof), a Florida state-chartered bank and first-tier subsidiary of MBI, the executed Bank Merger Agreement shall be merged submitted (together with the requisite officer certificates of approval) to the Office of the Comptroller of the Currency (the “Bank MergerOCC”) with for approval and into Professional Bankofficial certification. Promptly thereafter, a Florida state-chartered bank and wholly owned first-tier subsidiary pursuant to Section 4904 of PHC (“Professional Bank”)the California Financial Code, in accordance with FNBNC as the provisions of applicable federal and state banking laws and regulations, and Professional Resulting Bank shall be (i) surrender to the surviving bank Commissioner (the “Surviving BankCommissioner”). ) of the California Department of Business Oversight (the “DBO”) for cancellation the certificates of authority or licenses issued by the Commissioner to ACB, and (ii) file with the Commissioner such report of the Bank Merger as the Commissioner may require and, pursuant to Section 4905 of the California Financial Code, issue an officer’s certificate stating that ACB merged into FNBNC and specifying the Effective Time of the Bank Merger. (c) The Bank Merger shall have the effects prescribed by this Agreement and as set forth under in the National Bank Act and any applicable federal directives of the OCC. All assets, rights, privileges, immunities, powers, franchises and state banking laws interests of ACB in and regulationsto every type of property (real, personal and mixed) and choses in action, as they exist as of the Parties Effective Date, including appointments, designations and nominations and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estate, assignee, receiver and in every other fiduciary capacity, shall cause pass and be transferred to and vest in the Boards Resulting Bank by virtue of Directors of Marquis Bank and Professional Bank, respectively, to approve a separate merger agreement (the “Bank Merger Agreement”) in substantially the form attached hereto as Exhibit C, and cause the Bank Merger Agreement without any deed, conveyance or other transfer; the separate corporate existence of ACB shall cease; and the Resulting Bank shall be deemed to be executed the same entity as each of FNBNC and delivered as soon as practicable following the date ACB and shall be subject to all of execution their duties and liabilities of this Agreementevery kind and description. The directors of the Surviving Resulting Bank immediately following the Effective Time shall consist of up to thirteen (13) directors, including the eight (8) PHC directors set forth on Schedule 1.7 to this Agreement and up to five (5) of the MBI directors to be mutually agreed by MBI and PHC as contemplated by Section 1.7 of this Agreement, provided that each such MBI director as contemplated by Section 1.7 to this Agreement shall be selected to serve on at least one responsible and liable for all the liabilities and obligations of (a) the Board each of Directors of the Surviving Company FNBNC and ACB; and any claim existing or (b) the Board of Directors of the Surviving Bank. PHC shall cause action or proceeding pending by or against FNBNC or ACB may be prosecuted as if the Bank Merger to had not taken place, or the Resulting Bank may be effected following the Effective Time in accordance with the FBCA. As provided substituted in the Bank Merger Agreement, place of FNBNC or ACB. Neither the Bank Merger may rights of creditors nor any liens upon the property of either FNBNC or ACB shall be abandoned at the election of Professional Bank at any time, whether before or after filings are made for regulatory approval impaired by reason of the Bank Merger, but if the Bank Merger is abandoned for any reason, Marquis Bank shall continue to operate under that name (together with any appendix required of national banking associations if its charter should be converted to that of a national bank).

The Bank Merger. Except as provided below, after the Effective Time and at or after the close of business on the Closing Date, Marquis 1st National Bank of South Florida (“Marquis 1st National Bank”), a Florida state-chartered national banking association bank and wholly owned first-tier subsidiary of MBIHBC, shall be merged (the “Bank Merger”) with and into Professional BankCenterState Bank of Florida, N.A., a Florida state-chartered bank national banking association and wholly owned first-tier subsidiary of PHC CenterState (“Professional CenterState Bank,” N.A.”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Professional Bank CenterState Bank, N.A. shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the Boards of Directors of the Parties shall cause the Boards of Directors of Marquis 1st National Bank and Professional CenterState Bank, N.A., respectively, to approve a separate merger agreement (the “Bank Merger Agreement”) in substantially the form attached hereto as Exhibit CB, and cause the Bank Merger Agreement to be executed and delivered as soon as practicable following the date of execution of this Agreement. Each of CenterState and HBC also shall approve the Bank Merger Agreement in their capacities as sole shareholders of CenterState Bank, N.A. and 1st National Bank, respectively. The directors of the Surviving Bank immediately following the Effective Time shall consist of up the directors of CenterState Bank, N.A. immediately prior to thirteen (13) directorsthe Effective Time, including the eight (8) PHC and such directors set forth on Schedule 1.7 to this Agreement shall hold office until their respective successors are duly elected and up to five (5) of the MBI directors to be mutually agreed by MBI and PHC as contemplated by Section 1.7 of this Agreementqualified, provided that each such MBI director as contemplated by Section 1.7 to this Agreement shall be selected to serve on at least one of (a) the Board of Directors or their earlier death, resignation or removal. The officers of the Surviving Company or (b) the Board of Directors of the Surviving Bank. PHC shall cause the Bank Merger to be effected immediately following the Effective Time in accordance with shall consist of the FBCAofficers of CenterState Bank, N.A. immediately prior to the Effective Time, and such officers shall hold office until their respective successors are duly elected and qualified or their earlier death, resignation or removal. As provided in the Bank Merger Agreement, the Bank Merger may be abandoned at the election of Professional Bank CenterState Bank, N.A. at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, Marquis 1st National Bank shall continue to operate under that name (together with any appendix required of national banking associations if its charter should be converted to that of a national bank)name.

The Bank Merger. Except as provided below, after (a) Middlesex and Strata agree to take all action necessary and appropriate to carry out the Effective Time and at or after the close of business on the Closing Date, Marquis Bank (“Marquis Bank”), a Florida state-chartered bank and first-tier subsidiary of MBI, shall be merged (the “Bank Merger”) with and into Professional Bank, a Florida state-chartered bank and wholly owned first-tier subsidiary including causing the execution of PHC (“Professional Bank”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Professional Bank shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the Parties shall cause the Boards of Directors of Marquis Bank and Professional Bank, respectively, to approve a separate an appropriate merger agreement (the “Bank Merger Agreement”) ), to cause Strata Bank to merge, either directly or indirectly, by use of one or more interim corporations, with and into MSB in substantially accordance with applicable laws and regulations and the form attached hereto as Exhibit C, and cause terms of the Bank Merger Agreement to be executed and delivered as soon as practicable following after consummation of the date MHC Merger and the Mid-Tier Merger. (b) Effective as of execution the effective time of this Agreement. The the Bank Merger (the “Bank Effective Time”), the directors of the Surviving New Bank shall be those persons serving as directors of MSB immediately following prior to the Bank Effective Time Time. Middlesex agrees that it shall consist of up use its reasonable best efforts to thirteen (13) directors, including the eight (8) PHC directors set forth on Schedule 1.7 to this Agreement and up to five (5) nominate eligible former members of the MBI directors to be mutually agreed by MBI and PHC as contemplated by Section 1.7 Strata Bank Board of this Agreement, Directors for the two (2) vacancies next occurring on the New Bank Board of Directors after the Bank Effective Time; provided that each such MBI director nominee shall meet the requirements for directors as contemplated set forth in the New Bank Charter and the New Bank Bylaws and as required by Section 1.7 to this Agreement applicable law. The nominees under the immediately preceding sentence shall be selected chosen first from among those former trustees of Service MHC who are elected or appointed as trustees of MB MHC in accordance with Section 2.1(c) hereof, provided in each case that such person then is serving as a trustee of MB MHC, and then from among the other trustees of Service MHC who are in office as of the date immediately prior to serve on at least one the MHC Effective Date, provided in each case that such person then is serving as a corporator of MB MHC. (ac) The charter and bylaws of the New Bank immediately after the Bank Merger shall be the MSB Charter and the MSB Bylaws as in effect immediately prior to the Bank Merger (the “New Bank Charter” and the “New Bank Bylaws,” respectively). (d) Effective as of the Bank Effective Time, (i) the committees of the New Bank Board of Directors shall be the committees of the Surviving Company or (b) the MSB’s Board of Directors as constituted immediately prior to the Bank Effective Time, and (ii) the officers of the Surviving Bank. PHC New Bank shall cause be the persons serving as officers of MSB immediately prior to the Bank Merger to be effected Effective Time. (e) Promptly following the Bank Effective Time, MSB shall establish an advisory committee (the “Advisory Committee”), the initial members of which shall be those directors of Strata Bank immediately prior to the Bank Effective Time that have not been appointed as trustees of MB MHC in accordance with the FBCASection 2.1(c). As provided in The Advisory Committee shall exist for a term of one (1) year following the Bank Merger AgreementEffective Time, unless in its sole discretion, the term is extended by MSB. The Advisory Committee shall meet once during each quarter during its term and shall have such duties and responsibilities as shall be determined by the New Bank Merger may be abandoned at the election Board of Professional Bank at any time, whether before or after filings are made for regulatory approval Directors. The members of the Bank Merger, but if the Bank Merger is abandoned Advisory Committee shall be compensated for any reason, Marquis Bank shall continue to operate under that name (together attendance at meetings in accordance with any appendix required of national banking associations if its charter should be converted to that of a national bank)MSB’s customary practices.

The Bank Merger. Except as provided below, after the Effective Time and at or after the close of business on the Closing Date, Marquis Platinum Bank (“Marquis Bank”), a Florida state-chartered charted bank and wholly owned first-tier subsidiary of MBIPBHC, shall be merged (the “Bank Merger”) with and into Professional BankCenterState Bank of Florida, N.A., a Florida state-chartered bank national banking association and wholly owned first-tier subsidiary of PHC CenterState (“Professional CenterState Bank, N.A.”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Professional Bank CenterState Bank, N.A. shall be the surviving bank (the “Surviving Bank”). PBHC and the Bank are collectively referred to as the “PBHC Entities”. The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the Boards of Directors of the Parties shall cause the Boards of Directors of Marquis the Bank and Professional BankCenterState Bank of Florida, N.A., respectively, to approve a separate merger agreement (the “Bank Merger Agreement”) in substantially the form attached hereto as Exhibit CB, and cause the Bank Merger Agreement to be executed and delivered as soon as practicable following the date of execution of this Agreement. Each of CenterState and PBHC also shall approve the Bank Merger Agreement in their capacities as sole shareholders of CenterState Bank, N.A. and the Bank, respectively. The directors of the Surviving Bank immediately following the Effective Time shall consist of up the directors of CenterState Bank, N.A. immediately prior to thirteen (13) directorsthe Effective Time, including the eight (8) PHC and such directors set forth on Schedule 1.7 to this Agreement shall hold office until their respective successors are duly elected and up to five (5) of the MBI directors to be mutually agreed by MBI and PHC as contemplated by Section 1.7 of this Agreementqualified, provided that each such MBI director as contemplated by Section 1.7 to this Agreement shall be selected to serve on at least one of (a) the Board of Directors or their earlier death, resignation or removal. The officers of the Surviving Company or (b) the Board of Directors of the Surviving Bank. PHC shall cause the Bank Merger to be effected immediately following the Effective Time shall consist of the officers of CenterState Bank, N.A. immediately prior to the Effective Time, plus such officers of the Bank hired by CenterState, N.A. in accordance with the FBCABank Merger, and such officers shall hold office until their respective successors are duly elected and qualified or their earlier death, resignation or removal. As provided in the Bank Merger Agreement, the Bank Merger may be abandoned at the election of Professional Bank CenterState Bank, N.A. at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, Marquis the Bank shall continue to operate under that name the their respective names (together with any appendix required of national banking associations if its charter should be converted to that of a national bank).

The Bank Merger. Except as provided below, after the Effective Time and at or after the close of business on the Closing Date, Marquis Community Bank of Florida, Inc. (“Marquis Community Bank”), a Florida state-chartered bank and first-tier subsidiary of MBI, shall be merged (the “Bank Merger”) with and into Professional Bank, a Florida state-chartered bank and wholly owned first-tier subsidiary of PHC CBKS, shall be merged (the “Bank Merger”) with and into CenterState Bank of Florida, N.A., a national banking association and wholly owned first-tier subsidiary of CenterState (“Professional CenterState Bank, N.A.”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Professional Bank CenterState Bank, N.A. shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the Boards of Directors of the Parties shall cause the Boards of Directors of Marquis Community Bank and Professional CenterState Bank, N.A., respectively, to approve a separate merger agreement (the “Bank Merger Agreement”) in substantially the form attached hereto as Exhibit CB, and cause the Bank Merger Agreement to be executed and delivered as soon as practicable following the date of execution of this Agreement. Each of CenterState and CBKS also shall approve the Bank Merger Agreement in their capacities as sole shareholders of CenterState Bank, N.A. and Community Bank, respectively. The directors of the Surviving Bank immediately following the Effective Time shall consist of up the directors of CenterState Bank, N.A. immediately prior to thirteen (13) directorsthe Effective Time, including the eight (8) PHC and such directors set forth on Schedule 1.7 to this Agreement shall hold office until their respective successors are duly elected and up to five (5) of the MBI directors to be mutually agreed by MBI and PHC as contemplated by Section 1.7 of this Agreementqualified, provided that each such MBI director as contemplated by Section 1.7 to this Agreement shall be selected to serve on at least one of (a) the Board of Directors or their earlier death, resignation or removal. The officers of the Surviving Company or (b) the Board of Directors of the Surviving Bank. PHC shall cause the Bank Merger to be effected immediately following the Effective Time in accordance with shall consist of the FBCAofficers of CenterState Bank, N.A. immediately prior to the Effective Time, and such officers shall hold office until their respective successors are duly elected and qualified or their earlier death, resignation or removal. As provided in the Bank Merger Agreement, the Bank Merger may be abandoned at the election of Professional Bank CenterState Bank, N.A. at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, Marquis Community Bank shall continue to operate under that name (together with any appendix required of national banking associations if its charter should be converted to that of a national bank).