Examples of Subsidiary Bank Merger Agreement in a sentence
Except for the approval of this Agreement, and the transactions contemplated herein, by the affirmative vote of the holders of a majority of the outstanding shares of Peoples Common Shares (the “Requisite Peoples Vote”), and the adoption and approval of the Subsidiary Bank Merger Agreement by Peoples, as Peoples Bank sole shareholder, no other corporate proceedings on the part of Peoples are necessary to approve this Agreement or to consummate the transactions contemplated hereby.
This Agreement, the Subsidiary Bank Merger Agreement, the Support Agreements and any separate agreement entered into by the parties on even date herewith represent the entire understanding of the parties hereto with reference to the transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made (other than such Support Agreements or any such separate agreement).
Upon receipt of all governmental approvals necessary for the formation of the Subsidiary Bank, the Subsidiary Bank and MSB will execute a merger agreement (the "Subsidiary Bank Merger Agreement"), containing terms consistent with the terms of this Merger Agreement, in such form as counsel for Lakeland and MSB shall advise for the purpose of obtaining all necessary approvals from the Department of Banking of the State of New Jersey.
Thereafter, upon satisfaction or waiver of all conditions specified in Article VIII and Article IX hereof and consummation of the Closing described in Article X hereof, the Subsidiary Bank Merger Agreement and the Certification shall be filed in the Department of Banking of the State of New Jersey by the parties hereto, all as provided in N.J.S.A. 17:9A-137.
Xxxxxx President and Chief Executive Officer Acceded to as of , 2009 (Merger Sub) By: Name: Title: This Subsidiary Bank Merger Agreement is made and entered into this day of , 2009, between Community First Bank (“CFB”), an Indiana-chartered commercial bank, and (“Merger Sub”), a Federally chartered interim stock savings association.
In the event that this Merger Agreement and the Subsidiary Bank Merger Agreement are approved by at least two thirds of the outstanding shares of MSB Stock as of the record date for the Special Meeting as required under N.J.S.A. 17:9A-137, such approval shall be promptly certified by the president or a vice president of MSB and the Subsidiary Bank and the certification shall be attached to the Subsidiary Bank Merger Agreement (the "Certification").
Subject to the approval of this Merger Agreement and the Subsidiary Bank Merger Agreement by the stockholders of MSB, and subject to the parties' obtaining all necessary regulatory approvals, MSB has all requisite corporate power to execute, deliver and perform its obligations under this Merger Agreement.
Lakeland and MSB shall cooperate in soliciting proxies from stockholders of MSB in favor of approval of this Merger Agreement and the Subsidiary Bank Merger Agreement pursuant to a proxy statement included within the Registration Statement described in Section 7.1 hereof.
Concurrently with or as soon as practicable after the execution and delivery of this Agreement, First Savings and the Surviving Corporation shall enter into the Subsidiary Bank Merger Agreement, substantially in the form attached hereto as Exhibit A, pursuant to which the Surviving Corporation will merge with and into First Savings (the “Subsidiary Bank Merger”).
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