Bank Consolidation. After the Effective Time, Old Kent intends to consolidate CFSB Bank and Old Kent Bank into a single Michigan banking corporation where Old Kent Bank will be the consolidated bank resulting from the transaction (the "BANK CONSOLIDATION"). The Bank Consolidation will be effected pursuant to a consolidation agreement (the "BANK XXXXXXX- DATION AGREEMENT"), in the form required by the Michigan Banking Code of 1969, as amended (the "BANKING CODE"), and by other applicable laws, con- taining terms and conditions, not inconsistent with this Plan of Merger, as determined by Old Kent Bank. The Bank Consolidation shall only occur if the Merger is consummated, and it shall become effective immediately after the Effective Time or such later time as may be determined by Old Kent. To obtain the necessary regulatory approval for the Bank Consolidation to occur immediately after the Effective Time, CFSB and CFSB Bank shall each execute and deliver the Bank Consolidation Agreement and take other reason- ably required or convenient steps prior to the Effective Time to effect the Bank Consolidation. The effectiveness of the Bank Consolidation Agreement, regardless of when executed and delivered, shall be subject to Old Kent's action, in its capacity as the sole shareholder of CFSB Bank, to approve the Bank Consolidation Agreement immediately after the Effective Time.
Bank Consolidation. After the Effective Time, Old Kent intends to consolidate First Evergreen Bank and Old Kent Bank into a single Michigan banking corporation where Old Kent Bank will be the consolidated bank resulting from the transaction (the "BANK CONSOLIDATION"). The Bank Consolidation will be effected pursuant to a consolidation agreement (the "BANK CONSOLIDATION AGREEMENT"), in the form required by the Michigan Banking Code of 1969, as amended (the "BANKING CODE"), and by the Federal Deposit Insurance Act, as amended, containing terms and conditions, not inconsistent with this Agreement, as determined by Old Kent Bank. The Bank Consolidation shall only occur if the Merger is consummated, and it shall become effective immediately after the Effective Time or such later time as may be determined by Old Kent. In order to obtain the necessary regulatory approval for the Bank Consolidation to occur immediately after the Effective Time, Old Kent may request that First Evergreen and First Evergreen Bank each execute and deliver the Bank Consolidation Agreement and take other reasonably required or convenient steps prior to the Effective Time to effect the Bank Consolidation. The effectiveness of the
Bank Consolidation. Company shall take all actions reasonably requested by Purchaser to cause the consolidation of Northwestern Bank, a Michigan-chartered savings bank, with and into Chemical Bank, a Michigan-chartered bank (the "Bank Consolidation"), with Chemical Bank as the surviving institution, immediately following the Merger, including by executing and delivering a bank consolidation agreement in customary form. The parties will cooperate and cause their Subsidiaries to cooperate in all reasonable respects to facilitate the mailing or posting in a timely fashion of any notices to customers of the banks with respect to the Bank Consolidation reasonably deemed necessary or appropriate by Purchaser.
Bank Consolidation. Company shall take all actions reasonably requested by Purchaser to cause the merger of Founders Bank & Trust, a Michigan state chartered bank, with and into Old National Bank, a national banking association (the “Bank Consolidation”), with Old National Bank as the surviving institution, immediately following the Bank Consolidation, including by executing and delivering a bank consolidation agreement in customary form. The parties will cooperate and cause their Subsidiaries to cooperate in all reasonable respects to facilitate the mailing or posting in a timely fashion of any notices to customers of the banks with respect to the Bank Consolidation reasonably deemed necessary or appropriate by Purchaser.
Bank Consolidation. At or after the Effective Time, Chemical intends to consolidate Xxxxx Bank and Chemical Bank (the "Bank Consolidation") and the corresponding subsidiaries of Xxxxx Bank and Chemical Bank (the "Subsidiaries Consolidation"). The Bank Consolidation will be effected pursuant to a consolidation agreement (the "Bank Consolidation Agreement"), in the form required by the Michigan Banking Code, and by other applicable laws, containing terms and conditions not inconsistent with this Plan of Merger, as determined by Chemical. The Subsidiaries Consolidation will be effected pursuant to either a merger or liquidation and dissolution, or a combination of both, at the sole option of Chemical, in accordance with the MBCA and applicable laws, containing terms and conditions not inconsistent with this Plan of Merger. The Bank Consolidation and the Subsidiaries Consolidation shall only occur if the Merger is consummated, and each shall become effective immediately after the Effective Time or at such later time as may be determined by Chemical. To obtain the necessary regulatory and other approvals for the Bank Consolidation and the Subsidiaries Consolidation to occur immediately after the Effective Time, O.A.K. and the O.A.K. Subsidiaries shall approve, adopt, execute, and deliver the Bank Consolidation Agreement and the documents necessary to effect the Subsidiaries Consolidation and take other reasonable steps prior to the Effective Time to effect the Bank Consolidation and the Subsidiaries Consolidation; provided, that O.A.K. shall not be required to incur any material cost or take any irrevocable action in connection with its obligations under this Section 5.16.
Bank Consolidation. After the Effective Time, Acquiror intends to consolidate Bank and Acquiror's Bank into a single Michigan banking corporation where Acquiror's Bank will be the consolidated bank resulting from the transaction (the "Bank Consolidation"). The Bank Consolidation will be effected pursuant to a consolidation agreement (the "Bank Consolidation Agreement"), in the form required by the Michigan Banking Code of 1969, as amended (the "Banking Code"), and by the HOLA, containing terms and conditions, not inconsistent with this Agreement, as determined by Acquiror's Bank. The Bank Consolidation shall only occur if the Merger is consummated, and it shall become effective immediately after the Effective Time or such later time as may be determined by Acquiror. In order to obtain the necessary regulatory approval for the Bank Consolidation to occur immediately after the Effective Time, Acquiror may request that Bank and Acquiror's Bank each execute and deliver the Bank Consolidation Agreement prior to the Effective Time. Regardless of when executed and delivered, the effectiveness of the Bank Consolidation Agreement shall be subject to Acquiror's action, in its capacity as the sole shareholder of Acquiror's Bank and of Bank, to approve the Bank Consolidation Agreement immediately after the Effective Time.
Bank Consolidation. Upon Mercantile’s request and contingent upon the Closing, Firstbank and its Subsidiaries shall cooperate with Mercantile to prepare documentation for a consolidation of Firstbank, a Michigan state-chartered bank, and Keystone Community Bank, a Michigan state-chartered bank (the "Firstbank Banks") with and into Mercantile Bank of Michigan, a Michigan state-chartered bank (the "Bank Consolidation"), in accordance with the provisions of, and with the effect provided under, the Michigan Banking Code and applicable Law and to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under the Michigan Banking Code and applicable Law to consummate the Bank Consolidation, including obtaining approval of all relevant Governmental Entities. The Bank Consolidation shall be consummated at or after the Effective Time at such time as Mercantile shall determine. Firstbank and Mercantile shall, as the sole shareholders of the Firstbank Banks and Mercantile Bank, respectively, approve, adopt, execute, and deliver (as applicable) the Bank Consolidation, the Bank Consolidation agreement and any other documents necessary to consummate the Bank Consolidation and take other reasonable steps prior to the Effective Time to consummate the Bank Consolidation. Neither party shall be required to take any irrevocable action in connection with its obligations under this Section 5.9.
Bank Consolidation. Old Kent intends to consolidate the Grand Premier Banks with and into Old Kent Bank resulting in a single Michigan banking corporation, which shall be Old Kent Bank (the "Bank Consolidation"), after the Effective Time. The Bank Consolidation will be effected pursuant to a consolidation agreement (the "Bank Consolidation Agreement"), in the form required by the Michigan Banking Code of 1969, as amended (the "Michigan Banking Code"), the National Bank Act, as amended (the "National Bank Act"), and by any other applicable laws, containing terms and conditions, determined by Old Kent, not inconsistent with this Plan of Merger. The Bank Consolidation shall only occur if the Merger is consummated, and it shall become effective immediately after the Effective Time or such later time as may be determined by Old Kent. To obtain the necessary regulatory approval for the Bank Consolidation to occur immediately after the Effective Time, Grand Premier and the Grand Premier Banks shall approve, adopt, execute, and deliver the Bank Consolidation Agreement and take all other reasonable steps requested by Old Kent prior to the Effective Time to effect the Bank Consolidation; provided that neither Grand Premier nor the Grand Premier Banks shall be required to incur any material cost or take any irrevocable action in connection with its obligations under this Section.
Bank Consolidation. Promptly following the execution and delivery of this Agreement, Parent and the Company shall cause the Parent Bank and the Company Bank, respectively, to enter into a consolidation agreement substantially in the form attached hereto as Exhibit B, or such other form as Parent and the Company may mutually agree (such agreement, the “Bank Consolidation Agreement”), pursuant to which, following the Merger, if and at such time as Parent may determine in its sole discretion, the Company Bank shall consolidate with Parent Bank, with Parent Bank surviving as the consolidated bank (the “Bank Consolidation”). Prior to the Effective Time, Parent shall cause Parent Bank, and the Company shall cause the Company Bank, to execute such certificates, agreements and other documents, and to take such other actions, in each case as are reasonably necessary to effectuate the Bank Consolidation on the date of the Effective Time, or on such other date thereafter as Parent may specify in writing. In accordance with Section 3701(8) of the Michigan Banking Code of 1999, Parent, as the sole shareholder of Parent Bank, and the Company, as the sole shareholder of the Company Bank, each hereby waive the shareholder meeting requirement of Section 3701 of the Michigan Banking Code with respect to the Bank Consolidation Agreement.
Bank Consolidation. The Company acknowledges that, immediately following the Effective Time, Parent intends to effect the Bank Consolidation. Prior to the Effective Time, the Company shall take, or cause to be taken, all actions reasonably necessary or appropriate to permit consummation of the Bank Consolidation on a timely basis and shall cooperate in a commercially reasonable manner with, and furnish information to, Parent for such purposes, including entering into the Bank Consolidation Agreement, and such amendments thereto as may be reasonably necessary or appropriate, and filing such applications, notices and other documents with Governmental Authorities as reasonably necessary to effect the Bank Consolidation; provided, however, that the effectiveness of the Bank Consolidation Agreement shall be contingent upon the consummation of the Bank Consolidation in accordance with this Agreement.
