The Consolidation. Subject to the terms and conditions of this Agreement and the prior consummation of the Organization and the Conversion Merger, at the Effective Time, Parent Sub and the Converted Company shall consolidate in accordance with the requirements of Section 215 of the National Bank Act and the regulations of the OCC thereunder (the “Consolidation”). Upon consummation of the Consolidation, the separate corporate existence of Parent Sub shall cease and the Converted Company shall continue to exist as a national bank incorporated under the laws of the United States (the Converted Company, as the surviving corporation in the Consolidation, sometimes being referred to herein as the “Consolidated Corporation”).
The Consolidation. On the Effective time of the Consolidation (as that term is defined in Paragraph 1.2 hereof), Bank and Interim Bank shall be consolidated under the charter of Bank (the "Consolidation"). The name of the consolidated association (the "Consolidated Bank") shall be "Goleta National Bank." The business of the Consolidated Bank shall be that of a national banking association and shall be conducted by the Consolidated Bank at its main office which shall be located at 5827 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000.
The Consolidation. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as hereinafter defined) Interim Bank shall consolidate with the Bank pursuant to Subchapter H of the TSBA and Section 215 of the NBA, with the Bank surviving. Upon consummation of the Consolidation, the separate existence of Interim Bank shall cease. The Bank shall be the surviving bank (the “Consolidated Bank”) in the Consolidation and shall continue its existence as a national banking association under the laws of the United States of America.
(b) FBC and the Bank may at any time, by amendment of this Agreement in accordance with Section 16.5 hereof, change the method of effecting the combination of Interim Bank and the Bank (including without limitation the provisions of this Article I) if and to the extent they deem such change to be desirable.
The Consolidation. Subject to the terms and conditions of this ----------------- Agreement, on the Effective Date, Heritage and BCB shall consolidate into the Holding Company in accordance with the provisions of the BCL. The Holding Company shall be the corporation formed as a result of the Consolidation, shall continue its corporate existence under the laws of the Commonwealth of Pennsylvania and shall have its headquarters at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxx (the "BCB Operations Center") or such other location in Reading, Pennsylvania as the parties may agree. From and after the Effective Date, the Consolidation shall have the effects set forth in Section 1929 of the BCL.
The Consolidation. On the Effective Date (as hereinafter defined), ----------------- the New Bank shall be consolidated with the Bank under the charter of the Bank, which shall survive the Consolidation ("Resulting Bank") and continue to be governed by the laws of the United States. The Consolidation shall be effected pursuant to the provisions of and shall have the effect provided by the National Bank Act, as amended (the "Act").
The Consolidation. The Consolidation Agreement has been executed and delivered by all parties thereto and represents the valid and binding agreement of the parties thereto, enforceable in all material respects in accordance with its terms (except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity). On and as of the Funding Date, the execution and delivery by each Company party thereto (or its predecessors in interest) of the Consolidation Documents and the performance of their respective obligations thereunder (a) are within the corporate or organizational power of such Company (or its predecessors in interest), (b) have been duly authorized by all necessary corporate, partnership, or limited liability company action on the part of such Company (or its predecessors in interest), (c) require no action by or in respect of, or filing with any Governmental Authority, which action or filing has not been taken or made on or prior to the Funding Date, (d) do not violate any provision of the charter, bylaws, limited liability company agreement, partnership agreement, or other organizational documents of such Company (or its predecessors in interest), (e) do not violate any provision of Law applicable to it, other than such violations which, individually or collectively, could not reasonably expected to be a Material Adverse Event, (f) do not violate any Material Agreements to which it is (or its predecessors in interest are) a party, other than such violations which could not reasonably be expected to be a Material Adverse Event, (g) do not result in the creation or imposition of any Lien on any asset of any Company or their predecessors in interest (other than Permitted Liens), and (h) immediately prior to, and after giving pro forma effect thereto, no Default or Potential Default exists or arises under the Loan Documents. On and as of the Funding Date, the Companies (or their predecessors in interest) have obtained all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order for such Companies to effectuate the Consolidation and the transactions contemplated by the Consolidation Agreement, except to the extent any such failure could not reasonably be expected to be a Material Adverse Event and could not reasonably be expected to materially impair the value to the Companies of, or the benefits to be derived by the Companies or their predecessors in interest from, the Consolidation. On t...
The Consolidation. (a) The Consolidation shall be pursuant to the provisions of, and with the effect provided in, 12 U.S.C. 215, and the Consolidation shall become effective on the date and time (the “Effective Time”) specified in the approval to be issued by the Comptroller of the Currency ("OCC").
(b) At the Effective Time, Interim Bank shall be consolidated with SCVE, and SCVE shall be the surviving bank in such consolidation (the “Surviving Bank”) and a wholly-owned subsidiary of Bancorp. SCVE shall thereupon succeed, without other transfer, to all rights and properties of, and shall be subject to all the debts and liabilities of Interim Bank and the separate existence of SCVE as a national banking association, with all its purposes, objects, rights, powers, privileges, liabilities, obligations and franchises, shall continue unaffected and unimpaired by the Consolidation.
The Consolidation. On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, in accordance with this Agreement and applicable Law, Newco and SBB shall consolidate (the "Consolidation"), with the Resulting Bank having the name "South Bay Bank, National Association."
The Consolidation. Subject to the terms and conditions of this Agreement, at the Effective Time (as hereafter defined), NYNB shall be consolidated with the Consolidation Sub in accordance with Section 215 of the National Bank Act and NYNB shall be the surviving bank (the “Consolidated Bank”). Immediately following the Effective Time of the Consolidation, the Consolidated Bank shall be merged with and into the Merger Sub as provided in Section 1.10 hereof.
The Consolidation. 8 ----------------- 2.1 The Consolidation........................................................... 8 2.2 Corporate Documents, Directors and Officers................................. 8 2.3 Treatment of TNB Common Stock............................................... 9 2.4
