Common use of The Subsequent Mergers Clause in Contracts

The Subsequent Mergers. Prior to the Effective Time, the Company and Parent will cooperate and use their commercially reasonable efforts to effect the Subsequent Mergers and the Conversion immediately following the Effective Time. Such cooperation shall include (a) the approval and entry into a merger agreement for the Parent Merger substantially in the form attached as Annex 1 hereto, (b) the approval and entry into a merger agreement for the Bank Merger substantially in the form attached as Annex 2 hereto and (c) the filing of all applications for all regulatory approvals and certificates required to give effect thereto. At the respective effective times of the Parent Merger and the Bank Merger, the separate existence of the Company and the Company Bank Sub, respectively, will terminate. Parent will be the surviving corporation in the Parent Merger (the “Parent Merger Surviving Company”) and will continue its existence under the laws of the State of Delaware, and Parent Bank Sub will be the surviving bank in the Bank Merger (the “Bank Merger Surviving Bank”) and will continue its existence under the laws of the State of Illinois. The Amended and Restated Certificate of Incorporation of Parent in effect immediately prior to the Parent Merger will be the certificate of incorporation of the Parent Merger Surviving Company, and the Charter of Parent Bank Sub in effect immediately prior to the Bank Merger will be the charter of the Bank Merger Surviving Bank. The Amended and Restated By-Laws of Parent in effect immediately prior to the Parent Merger will be the by-laws of the Parent Merger Surviving Company, and the By-Laws of Parent Bank Sub in effect immediately prior to the Bank Merger will be the by-laws of the Bank Merger Surviving Bank. The officers and directors of Parent Merger Surviving Company and Bank Merger Surviving Bank will be the officers and directors, respectively, of Parent and Bank immediately prior to consummation of the Parent Merger and Bank Merger; provided, however, Xx. Xxxxxx Xxxxxxx will be added to the board of directors of each of (1) Parent as of immediately following the Effective Time and Parent Merger Surviving Company as of immediately following to the effective time of the Parent Merger, and (2) Bank as of immediately following the Effective Time and Bank Merger Surviving Bank as of immediately following to the effective time of the Bank Merger, provided, further, that if Xx. Xxxxxx Xxxxxxx is unable or unwilling to serve in any such capacity at such times, one current member of the Company Board, as mutually agreed to by Parent and Company, will be added to the such boards of directors at such times in lieu of Xx. Xxxxxx Xxxxxxx. In the Subsequent Mergers, the shares of the entity not surviving the merger shall be cancelled and the shares of the entity surviving the merger shall remain outstanding and not be affected thereby.

The Subsequent Mergers. Prior to the Effective Time, the Company and Parent will cooperate and use their commercially reasonable efforts to effect the Subsequent Mergers and the Conversion immediately following the Effective Time, or at such later time as Parent may determine. Such cooperation shall include (a) the approval and entry into a merger agreement for the Parent Merger substantially in the form attached as Annex 1 hereto, (b) the approval and entry into a merger agreement for the Bank Merger substantially in the form attached as Annex 2 hereto and (c) the filing of all applications for all regulatory approvals and certificates required to give effect thereto. At the respective effective times of the Parent Merger and the Bank Merger, the separate existence of the Company and the Company Bank Sub, respectively, will terminate. Parent will be the surviving corporation in the Parent Merger (the “Parent Merger Surviving Company”) and will continue its existence under the laws of the State of Delaware, and Parent Bank Sub will be the surviving bank in the Bank Merger (the “Bank Merger Surviving Bank”) and will continue its existence under the laws of the State of IllinoisUnited States. The Amended and Restated Certificate of Incorporation of Parent in effect immediately prior to the Parent Merger will be the certificate of incorporation of the Parent Merger Surviving Company, and the Charter of Parent Bank Sub in effect immediately prior to the Bank Merger will be the charter of the Bank Merger Surviving Bank. The Amended and Restated By-Laws of Parent in effect immediately prior to the Parent Merger will be the by-laws of the Parent Merger Surviving Company, and the By-Laws of Parent Bank Sub in effect immediately prior to the Bank Merger will be the by-laws of the Bank Merger Surviving Bank. The officers and directors of Parent Merger Surviving Company and Bank Merger Surviving Bank will be the officers and directors, respectively, of Parent and Bank immediately prior to consummation of the Parent Merger and Bank Merger; provided, however, Xx. Xxxxxx Xxxxxxx will be added to the board of directors of each of (1) Parent as of immediately following the Effective Time and Parent Merger Surviving Company as of immediately following to the effective time of the Parent Merger, and (2) Bank as of immediately following the Effective Time and Bank Merger Surviving Bank as of immediately following to the effective time of the Bank Merger, provided, further, that if Xx. Xxxxxx Xxxxxxx is unable or unwilling to serve in any such capacity at such times, one current member of the Company Board, as mutually agreed to by Parent and Company, will be added to the such boards of directors at such times in lieu of Xx. Xxxxxx Xxxxxxx. In the Subsequent Mergers, the shares of the entity not surviving the merger shall be cancelled and the shares of the entity surviving the merger shall remain outstanding and not be affected thereby.

The Subsequent Mergers. Prior to the Effective Time, the Company and Parent will cooperate and use their commercially reasonable efforts to effect the Subsequent Mergers and the Conversion immediately following the Effective Time, or at such later time as Parent may determine. Such cooperation shall include (a) the approval and entry into a merger agreement for the Parent Merger substantially in the form attached as Annex 1 hereto, (b) the approval and entry into a merger agreement for the Bank Merger substantially in the form attached as Annex 2 hereto and (c) the filing of all applications for all regulatory approvals and certificates required to give effect thereto. At the respective effective times of the Parent Merger and the Bank Merger, the separate existence of the Company and the Company Bank Sub, respectively, will terminate. Parent will be the surviving corporation in the Parent Merger (the “Parent Merger Surviving Company”) and will continue its existence under the laws of the State of Delaware, and Parent Bank Sub will be the surviving bank in the Bank Merger (the “Bank Merger Surviving Bank”) and will continue its existence under the laws of the State of Illinois. The Amended and Restated Certificate of Incorporation of Parent in effect immediately prior to the Parent Merger will be the certificate of incorporation of the Parent Merger Surviving Company, and the Charter of Parent Bank Sub in effect immediately prior to the Bank Merger will be the charter of the Bank Merger Surviving Bank. The Amended and Restated By-Laws of Parent in effect immediately prior to the Parent Merger will be the by-laws of the Parent Merger Surviving Company, and the By-Laws of Parent Bank Sub in effect immediately prior to the Bank Merger will be the by-laws of the Bank Merger Surviving Bank. The officers and directors of Parent Merger Surviving Company and Bank Merger Surviving Bank will be the officers and directors, respectively, of Parent and Bank immediately prior to consummation of the Parent Merger and Bank Merger; provided, however, Xx. Xxxxxx Xxxxxxx will be added to the board of directors of each of (1) Parent as of immediately following the Effective Time and Parent Merger Surviving Company as of immediately following to the effective time of the Parent Merger, and (2) Bank as of immediately following the Effective Time and Bank Merger Surviving Bank as of immediately following to the effective time of the Bank Merger, provided, further, that if Xx. Xxxxxx Xxxxxxx is unable or unwilling to serve in any such capacity at such times, one current member of the Company Board, as mutually agreed to by Parent and Company, will be added to the such boards of directors at such times in lieu of Xx. Xxxxxx Xxxxxxx. In the Subsequent Mergers, the shares of the entity not surviving the merger shall be cancelled and the shares of the entity surviving the merger shall remain outstanding and not be affected thereby.