The Subsidiary Merger. At the time determined by Sky and specified by Sky Bank in its Certificate of Merger filed with the OSS (which shall not be earlier than the Effective Time), Bank shall merge with and into Sky Bank (the "Subsidiary Merger") pursuant to an agreement to merge (the "Agreement to Merge") to be executed by Bank and Sky Bank and filed with the OSS, as required. Upon consummation of the Subsidiary Merger, the separate corporate existence of Bank shall cease and Sky Bank shall survive and continue to exist as a state banking corporation. (The Parent Merger and the Subsidiary Merger shall sometimes collectively be referred to as the "Merger".)
The Subsidiary Merger. At the time determined by Sky and specified by Sky Bank in its Certificate of Merger filed with the OSS (which shall not be earlier than the Effective Time), Bank shall merge with and into Sky Bank (the “Subsidiary Merger”) pursuant to an agreement to merge (the “Agreement to Merge”) to be executed by Bank and Sky Bank and filed with the OSS, as required. Sky, in its discretion, shall determine which banking entity shall survive following the consummation of the Subsidiary Merger; however, it is anticipated that the separate corporate existence of Bank shall cease and Sky Bank shall survive and continue to exist as a state banking corporation. (The Parent Merger and the Subsidiary Merger shall sometimes collectively be referred to as the “Merger”.)
The Subsidiary Merger. At the time specified by CBC in its certificate of merger filed with the OSS (which shall not be earlier than the Effective Time), Bank shall merge with and into CBC (the "Subsidiary Merger") pursuant to an agreement to merge (the "Agreement to Merge") to be executed by Bank and CBC and filed with the OSS, the OCC and the PBD, as required. Upon consummation of the Subsidiary Merger, the separate corporate existence of Bank shall cease and CBC shall survive and continue to exist as a state banking corporation (CBC, as the resulting bank in the Subsidiary Merger, sometimes being referred to herein as the "Resulting Bank"). (The Parent Merger and the Subsidiary Merger shall sometimes collectively be referred to as the "Merger".)
The Subsidiary Merger. At the time determined by Sky and specified by Sky Bank in the Certificate of Merger filed with the OSS (which shall not be earlier than the Effective Time), Bank shall merge with and into Sky Bank (the “Subsidiary Merger”) pursuant to an agreement to merge (the “Agreement to Merge”) to be executed by Bank and Sky Bank. Upon consummation of the Subsidiary Merger, the separate corporate existence of Bank shall cease and Sky Bank shall survive and continue to exist as a state banking corporation. Sky may at any time prior to the Effective Time change the method of effecting the Subsidiary Merger (including, without limitation, the provisions of this Section 2.02) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall adversely affect the tax treatment of Belmont’s shareholders as a result of receiving the Merger Consideration.
The Subsidiary Merger. Immediately after the Effective Time or as soon thereafter as possible, the Subsidiary Merger contemplated by this Agreement shall occur and in furtherance thereof:
The Subsidiary Merger. Subject to and in accordance with the terms and conditions of this Agreement, immediately following the Parent Merger and the Bank Conversion in accordance with Section 2.1, and in accordance with the California Code and other Applicable Law, WFS will merge with and into WFB (the “Subsidiary Merger”) at the Subsidiary Effective Time. WFB shall be the entity surviving the Subsidiary Merger (the “Subsidiary Surviving Corporation”).
The Subsidiary Merger. At the Effective Time, the Subsidiary Merger contemplated by this Agreement shall occur and in furtherance thereof:
(a) Structure and Effects of the Subsidiary Merger. First Bank shall merge with and into Lincoln Bank on the terms set forth in Exhibit B (which shall be executed by Lincoln Bank and First Bank simultaneously with the execution of this Agreement), and the separate corporate existence of First Bank shall thereupon cease. Lincoln Bank shall be the surviving bank in the Subsidiary Merger (sometimes hereinafter referred to as the "Surviving Bank") and shall continue to be governed by federal law, and the separate corporate existence of Lincoln Bank with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Subsidiary Merger. The Subsidiary Merger shall have the effects specified in IND. CODE ss. 28-1-7-19, and in 12 C.F.R. ss. 552.13(e).
The Subsidiary Merger. At the time specified by Peoples Bank in its certificate of merger filed with the OCC (which shall not be earlier than the Effective Time), NBTC shall merge with and into Peoples Bank (the “Subsidiary Merger”) pursuant to an agreement to merge (the “Agreement to Merge”) to be executed by NBTC and Peoples Bank and filed with the OCC. Upon the consummation of the Subsidiary Merger, the separate corporate existence of NBTC shall cease and Peoples Bank shall survive the Subsidiary Merger and continue to exist as a national bank (Peoples Bank, as the resulting bank in the Subsidiary Merger, is sometimes referred to herein as the “Resulting Bank”) and the separate corporate existence of NBTC shall cease.
The Subsidiary Merger. As soon as practicable after the execution and delivery of this Agreement, CMS shall cause CMS Bank and Customers shall cause Customers Bank to enter into an agreement (the “Agreement to Merge”), pursuant to which CMS Bank will merge with and into Customers Bank (the “Subsidiary Merger”). The Agreement to Merge shall provide that the closing of the Subsidiary Merger shall take place immediately after the Closing and that the Subsidiary Merger shall become effective immediately after the Effective Time. Upon consummation of the Subsidiary Merger, the separate corporate existence of CMS Bank shall cease and Customers Bank shall survive and continue to exist as a bank organized under the Laws of the Commonwealth of Pennsylvania.
The Subsidiary Merger. At the time specified by City National in its certificate of merger filed with the OCC (which shall not be earlier than the Effective Time), Town Square shall merge with and into City National (the “Subsidiary Merger”) pursuant to an agreement to merge (the “Agreement to Merge”) to be executed by Town Square and City National and filed with the OCC. Upon the consummation of the Subsidiary Merger, the separate corporate existence of Town Square shall cease and City National shall survive the Subsidiary Merger and continue to exist as a national bank and the separate corporate existence of Town Square shall cease. The Parent Merger and the Subsidiary Merger are sometimes collectively referred to herein as the “Merger.”