Holding Company Plan of Merger definition

Holding Company Plan of Merger means the Plan of Merger to be executed by Umpqua and WSB and delivered together with Articles of Merger to the Oregon Secretary of State and California Secretary of State for filing on the Effective Date substantially in the form attached hereto as Exhibit A.
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Holding Company Plan of Merger means the plan of merger to be entered into by the Surviving Corporation and Buyer at such time as Buyer, in its sole discretion, shall determine after consummation of the Cash-Out Merger in the form of EXHIBIT B to this Agreement.
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Holding Company Plan of Merger has the meaning given to it in Section 2.1.
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Examples of Holding Company Plan of Merger in a sentence

  • Subject to the provisions of this Agreement and the Holding Company Plan of Merger, at the Effective Time of the Holding Company Merger, Horizon shall be merged with and into City Holding (the "Surviving Company"), the separate existence of Horizon shall cease, the outstanding shares of Horizon Common Stock, other than Dissenting Shares (as defined in Section 2.4) and shares held directly by City Holding, shall be converted into the right to receive shares of City Holding Common Stock.

  • No consent or approval by any governmental authority, other than compliance with applicable federal and state securities and banking laws, the rules of the Nasdaq Stock Market and regulations of the Federal Reserve Board, the OCC, the FDIC and the WVBOB is required in connection with the execution and delivery by City Holding of this Agreement or the consummation by City Holding of the transactions contemplated hereby or by the Holding Company Plan of Merger.

  • Subject to the provisions of Article V, at the Closing Date, City Holding shall cause Articles of Merger relating to the Holding Company Plan of Merger to be filed in accordance with the WVC and City Holding, City National, Horizon and the Horizon Banks shall take any and all lawful actions to cause the Holding Company Merger to become effective.

  • Subject to the approval of this Agreement and the Holding Company Plan of Merger by the shareholders of Horizon as contemplated by Section 4.2, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and by the Holding Company Plan of Merger have been duly and validly authorized by all necessary action on the part of Horizon, and this Agreement is a valid and binding obligation of Horizon, enforceable in accordance with its terms.

  • City Holding agrees that any rights issued pursuant to the Rights Agreement, dated as of May 7, 1991, shall be issued with respect to each share of City Holding Common Stock issued pursuant to the terms hereof and the Holding Company Plan of Merger, regardless whether there has occurred a Distribution Date under the terms of such Rights Agreement prior to the occurrence of the Effective Time of the Holding Company Merger.

  • Subject to the approval of this Agreement and the Holding Company Plan of Merger by the shareholders of City Holding as contemplated by Section 4.2, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and by the Holding Company Plan of Merger have been duly and validly authorized by all necessary action on the part of City Holding; and this Agreement is a valid and binding obligation of City Holding, enforceable in accordance with its terms.

  • This Bank Plan of Merger shall be governed by, and construed in accordance with, the terms of the Holding Company Plan of Merger and the laws of the United States of America and, in the absence of controlling federal law, in accordance with the laws of the State of New York.

  • Immediately after the Effective Time, the Board of Directors of Buyer shall approve the Holding Company Plan of Merger, shall cause the Parties to execute the Holding Company Plan of Merger and shall cause all required documents to be properly executed and filed with the Secretary of State of Ohio to cause the Holding Company Merger to become effective.

  • Provided that the representations and warranties of WSB contained herein continue to be accurate, the Umpqua Board of Directors will recommend to the shareholders approval of this Agreement, the Holding Company Plan of Merger and the transactions contemplated hereby and the issuance of the Umpqua Common Stock unless, upon advice of counsel, their fiduciary duties otherwise require.

  • Immediately after the Cash-Out Merger becomes effective, the Board of Directors of Buyer, acting on behalf of Buyer as the sole shareholder of the Surviving Corporation, shall adopt a merger resolution and the Holding Company Plan of Merger (as defined in Article I) for the merger of the Surviving Corporation with and into the Buyer (the "Holding Company Merger") and Buyer shall file a certificate of merger with the Secretary of State of Ohio with respect to the Holding Company Merger.


More Definitions of Holding Company Plan of Merger

Holding Company Plan of Merger means the Plan of Merger of even date herewith entered into by the Company, Bancorp and Merger Subsidiary in the Form of Exhibit A hereto.
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Holding Company Plan of Merger shall have the meaning set forth in Section 2.4(c) of this Agreement.
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Holding Company Plan of Merger means the Plan of Merger to be executed by PCC and Foundation Bancorp and delivered to the Oregon Secretary of State for filing, substantially in the form attached hereto as Exhibit B-1.
Sample 1
Holding Company Plan of Merger means the plan of merger to be entered into by the Surviving Corporation and Buyer after consummation of the Cash-Out Merger in the form of Exhibit B to this Agreement.
Sample 1

Related to Holding Company Plan of Merger

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Merger Agreement has the meaning set forth in the Recitals.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • Articles of Merger has the meaning set forth in Section 2.2.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Bank Holding Company Act means the Bank Holding Company Act of 1956, as amended.

  • Certificate of Merger has the meaning set forth in Section 2.2.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Foreign Holding Company means any Subsidiary all or substantially all of the assets of which are comprised of Equity Interests in one or more Foreign Subsidiaries or CFC Debt.

  • CFC Holding Company means any Domestic Subsidiary that owns no material assets (directly or indirectly) other than Equity Interests and debt of one or more CFCs or Domestic Subsidiaries that are themselves CFC Holding Companies.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • Bank Holding Company means a company registered as such with the Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations of the Board of Governors of the Federal Reserve System thereunder.

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a limited liability company, the primary asset of which consists of Equity Interests in either (i) a Foreign Subsidiary or (ii) a limited liability company the primary asset of which consists of Equity Interests in a Foreign Subsidiary.

  • Company Acquisition Transaction means any transaction or series of transactions involving: