The Consolidation Clause Samples

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. (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. 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. 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (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. Subject to the terms and conditions set forth in the Consolidation Agreement, on the Effective Date, New Bank shall be consolidated with and into Texas National, with Texas National as the Surviving Bank, under the charter and Articles of Association of Texas National, as determined by the OCC, and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares be canceled and be converted into shares of common stock of the Surviving Bank. The shares of common stock of the Surviving Bank into which such New Bank Common Stock is converted shall represent ownership of 100% of the issued and outstanding capital stock of the Surviving Bank, all of which shall be owned by Bancshares.

The Consolidation. Subject to the terms and conditions of this Agreement, promptly after the effectiveness of the transfers and assignments of partnership interests (and Economic Interests of partnership interests) and other transactions contemplated by Article I, (i) Insured I shall be merged with AOP Sub I, with Insured I being the surviving entity (the "Insured I Merger"), (ii) Insured II shall be merged with AOP Sub II, with Insured II being the surviving entity (the "Insured II Merger"), (iii) Summit Preferred shall be merged with and into the Operating Partnership, with the Operating Partnership being the surviving entity (the "Summit Preferred Merger"), and (iv) Eagle shall be merged with and into the Operating Partnership, with the Operating Partnership being the surviving entity (the "Eagle Merger"), in accordance with the Delaware Revised Uniform Limited Partnership Act ("DRULPA") and the General Corporation Law of the State of Delaware (the "DGCL"), as applicable, and the separate existence of Summit Preferred, Eagle, AOP Sub I and AOP Sub II shall cease and the Surviving Entities (as defined below) shall continue as the surviving entities under the laws of the State of Delaware with all the rights, privileges, immunities and powers, and subject to all the duties and liabilities, of limited partnerships formed under the DRULPA.

The Consolidation. Subject to the provisions of this Plan and in accordance with the terms of 12 USC Sections 215(a) through 215(g) and 12 CFR Section 5.33, on the Effective Date, New Bank will consolidate with the Bank, under the charter of the Bank (the "Consolidation"), and the resulting consolidated national banking association will operate under the name "Grant National Bank" (the "Consolidated Association"). The Consolidated Association will be a separate direct subsidiary of USBN as a result of the Consolidation. After the Effective Date, the Board of Directors of the

The Consolidation. 1 Section 1.1.The Consolidation..............................................................................1 Section 1.2.Closing........................................................................................1 Section 1.3.Effective Time.................................................................................2 Section 1.4.Effects of the Consolidation...................................................................2 Section 1.5.Articles of Incorporation and Regulations......................................................2 Section 1.6.Statutory Agent................................................................................2 Article 2. EFFECT OF THE CONSOLIDATION ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES.....................................................................................................2 Section 2.1.Effect on Capital Stock........................................................................2 (a) Cancellation of Certain Stock..................................................................2 (b) Conversion of Hann▇ ▇▇▇mon Stock...............................................................3 (c) Conversion of Geon Common Stock................................................................3 (d) Conversion of Treasury Stock...................................................................3 Section 2.2.▇▇▇▇▇▇▇▇ ▇▇ Certificates.......................................................................4 (a) Exchange Agent.................................................................................4 (b) Exchange Procedures............................................................................4 (c) Distributions with Respect to Unexchanged Shares...............................................4 (d) No Further Ownership Rights....................................................................5 (e) No Fractional Shares...........................................................................5 (f) Termination of Exchange Fund...................................................................6 (g)

The Consolidation. Pursuant to federal law, Bank shall be consolidated with Interim Bank ("Merger") with Bank as the surviving entity ("Surviving Bank").