Common use of Bank Merger Clause in Contracts

Bank Merger. Immediately following the Merger, Seller Bank will merge with and into Buyer Bank (the “Bank Merger”). Buyer Bank shall be the surviving entity (“Surviving Entity”) in the Bank Merger. Following the Bank Merger, the separate corporate existence of Seller Bank shall terminate. The Parties agree that the Bank Merger shall become effective immediately following the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger (the “Subsidiary Plan of Merger”). In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval of the Bank Merger: (i) Seller shall cause Seller Bank to approve the Subsidiary Plan of Merger, Seller as the sole shareholder of Seller Bank, shall approve the Subsidiary Plan of Merger and Seller shall cause the Subsidiary Plan of Merger to be duly executed by Seller Bank and delivered to Buyer Bank and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Seller Bank. Prior to the Effective Time, Seller shall cause Seller Bank, and Buyer shall cause Buyer Bank, to execute and file such articles of merger, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective immediately following the Effective Time.

Bank Merger. Immediately following the Merger, Seller Bank will merge with and into Buyer Bank, with Buyer Bank as the surviving bank (sometimes referred to in such capacity as the “Bank MergerSurviving Bank”). Buyer Bank shall be the surviving entity (“Surviving Entity”) in the Bank Merger. Following the Bank Merger, the separate corporate existence of Seller Bank shall terminatecease. The Parties agree that the Bank Merger shall become effective immediately following simultaneously with the Effective TimeMerger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger merger, in the form attached as Exhibit B hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval of the Bank Merger: (ia) Seller shall cause the board of directors of Seller Bank to approve the Subsidiary Plan of Merger, Seller Seller, as the sole shareholder of Seller Bank, shall approve the Subsidiary Plan of Merger and Seller shall cause the Subsidiary Plan of Merger to be duly executed by Seller Bank and delivered to Buyer Bank Buyer, and (iib) Buyer shall cause the board of directors of Buyer Bank to approve the Subsidiary Plan of Merger, Buyer Buyer, as the sole shareholder of Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Seller Bankbe duly executed by Buyer Bank and delivered to Seller. Prior to the Effective Time, Seller shall cause Seller Bank, and Buyer shall cause Buyer Bank, to execute and file such applicable articles of merger, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective immediately following simultaneously with the Effective TimeMerger.

Bank Merger. Immediately following the MergerHoldco Mergers, Seller Bank Green Bank, will merge with and into Buyer Veritex Bank, with Veritex Bank as the surviving bank (sometimes referred to in such capacity as the “Bank MergerSurviving Bank”). Buyer Bank shall be the surviving entity (“Surviving Entity”) in the Bank Merger. Following the Bank Merger, the separate corporate existence of Seller Green Bank shall terminate. The Parties agree that the Bank Merger shall become effective immediately following the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger merger, attached as Exhibit D hereto (the “Subsidiary Plan of Merger”). In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval of the Bank Merger: (a) Green shall (i) Seller shall cause Seller Green Bank to approve the Subsidiary Plan of Merger, Seller (ii) as the sole shareholder of Seller Green Bank, shall approve the Subsidiary Plan of Merger and Seller shall (iii) cause the Subsidiary Plan of Merger to be duly executed by Seller Green Bank and delivered to Buyer Bank Veritex, and (iib) Buyer Veritex shall (i) cause Buyer Veritex Bank to approve the Subsidiary Plan of Merger, Buyer (ii) as the sole shareholder of Buyer Veritex Bank, shall approve the Subsidiary Plan of Merger and Buyer shall (iii) cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Seller Bankbe duly executed by Veritex Bank and delivered to Green. Prior to the Effective Timeeffective time of the Bank Merger, Seller Green shall cause Seller Green Bank, and Buyer Veritex shall cause Buyer Veritex Bank, in each case to execute and file such applicable articles or certificates of merger, required merger certificates, and such other documents and certificates certificates, as are necessary to make the Bank Merger effective immediately following the Effective TimeHoldco Mergers.

Bank Merger. Immediately Buyer and Seller intend that, following the Merger, BankFinancial, National Association, a national banking association and a wholly-owned Subsidiary of Seller Bank (“Seller Bank”), will merge with and into Buyer Bank (the “Bank Merger”) with and into First Financial Bank, an Ohio state-chartered bank and a wholly-owned Subsidiary of Buyer (“Buyer Bank”), pursuant to an agreement and plan of merger in substantially the form set forth in Exhibit A (the “Bank Merger Agreement”). Buyer Bank shall be the surviving entity (“Surviving Entity”) in the Bank Merger. Following Merger and, following the Bank Merger, the separate corporate existence of Seller Bank shall terminatecease. The Parties agree that As soon as practicable after the date of this Agreement, or on such later date as Buyer and Seller may mutually agree, Buyer and Seller shall each cause the Board of Directors of Buyer Bank and Seller Bank, respectively, to approve the Bank Merger shall become effective immediately following and the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger (the “Subsidiary Plan of Merger”)Agreement. In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval of the Bank Merger: (i) Buyer and Seller shall then cause Seller Buyer Bank to approve the Subsidiary Plan of Merger, Seller as the sole shareholder of and Seller Bank, respectively, to enter into the Bank Merger Agreement, and each of Buyer and Seller shall approve the Subsidiary Plan of Bank Merger Agreement and Seller shall cause the Subsidiary Plan of Bank Merger to be duly executed by Seller Bank and delivered to Buyer Bank and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer as the sole shareholder of Buyer Bank and Seller Bank, shall approve the Subsidiary Plan of Merger respectively, and Buyer and Seller shall, and shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Seller Bank. Prior to the Effective Time, Seller shall cause Seller Bank, and Buyer shall cause Buyer Bankrespectively, to execute and file such certificates or articles of merger, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective immediately following (“Bank Merger Certificates”). The Bank Merger shall become effective at such time and date as specified in the Effective TimeBank Merger Agreement in accordance with applicable law, as determined by Buyer.

Bank Merger. Immediately following Following the Mergerconsummation of the Closing, Seller the Bank will merge with and into Buyer Bank (the “Bank Merger”) with and into IBERIABANK, a Louisiana banking organization and wholly owned subsidiary of Purchaser (“Purchaser Bank”). Buyer Purchaser Bank shall be the surviving entity (“Surviving Entity”) in the Bank Merger. Following Merger and shall continue its corporate existence under the name “IBERIABANK”, and, following the Bank Merger, the separate corporate existence of Seller the Bank shall terminatecease. The Parties parties agree that the Bank Merger shall become effective immediately at such time following the Effective Timeconsummation of the Closing as Purchaser shall specify. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger merger, in a customary form to be specified by Purchaser and approved by Parent, such approval not to be unreasonably withheld or delayed (the “Subsidiary Bank Plan of Merger”). In order to obtain the necessary state and federal regulatory approvals for the Bank Merger, the Parties parties hereto shall cause the following to be accomplished prior to the filing of applications for regulatory approval of the Bank Mergerapproval: (i) Seller Parent shall cause Seller the Bank to approve the Subsidiary Bank Plan of Merger, Seller Parent, as the sole shareholder of Seller the Bank, shall approve the Subsidiary Bank Plan of Merger and Seller Parent shall cause the Subsidiary Bank Plan of Merger to be duly executed by Seller the Bank and delivered to Buyer Bank Purchaser and (ii) Buyer Purchaser shall cause Buyer Purchaser Bank to approve the Subsidiary Bank Plan of Merger, Buyer Purchaser, as the sole shareholder of Buyer Purchaser Bank, shall approve the Subsidiary Bank Plan of Merger and Buyer Purchaser shall cause Buyer Purchaser Bank to duly execute and deliver the Subsidiary Bank Plan of Merger to Seller BankParent. Prior to the Effective TimeClosing, Seller Parent shall cause Seller the Bank, and Buyer Purchaser shall cause Buyer Purchaser Bank, to execute such certificates of merger and file such articles of merger, required merger certificates, combination and such other documents and certificates as are necessary to make the Bank Merger effective immediately (“Bank Merger Certificates”) following the Effective TimeClosing.

Bank Merger. Immediately following Simultaneously with the Merger, Seller Reliance Bank will merge with and into Buyer ▇▇▇▇▇▇▇ Bank (the “Bank Merger”). Buyer ▇▇▇▇▇▇▇ Bank shall be the surviving entity (“Surviving Entity”) in the Bank Merger. Following the Bank Merger, the separate corporate existence of Seller Reliance Bank shall terminate. The Parties agree that the Bank Merger shall become effective immediately following simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger (the “Subsidiary Plan of Merger”). In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval of the Bank Merger: (i) Seller Reliance shall cause Seller Reliance Bank to approve the Subsidiary Plan of Merger, Seller Reliance as the sole shareholder of Seller Reliance Bank, shall approve the Subsidiary Plan of Merger and Seller Reliance shall cause the Subsidiary Plan of Merger to be duly executed by Seller Reliance Bank and delivered to Buyer Bank Simmons and (ii) Buyer Simmons shall cause Buyer ▇▇▇▇▇▇▇ Bank to approve the Subsidiary Plan of Merger, Buyer Simmons as the sole shareholder stockholder of Buyer ▇▇▇▇▇▇▇ Bank, shall approve the Subsidiary Plan of Merger and Buyer Simmons shall cause Buyer ▇▇▇▇▇▇▇ Bank to duly execute and deliver the Subsidiary Plan of Merger to Seller BankReliance. Prior to the Effective Time, Seller Reliance shall cause Seller Reliance Bank, and Buyer Simmons shall cause Buyer ▇▇▇▇▇▇▇ Bank, to execute and file such articles of merger, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective immediately following simultaneously with the Effective Time.

Bank Merger. Immediately following Following the MergerEffective Time, Seller the Bank will merge with and into Buyer Purchaser Bank (the “Bank Merger”). Buyer , with Purchaser Bank shall be as the surviving entity (“Surviving Entity”) in the Bank Merger. Following Merger and, following the Bank Merger, the separate corporate existence of Seller the Bank shall terminatecease. The Parties parties agree that the Bank Merger shall become effective immediately at such time following the Effective TimeTime as Purchaser shall specify. The Bank Merger shall be implemented pursuant to a subsidiary an agreement and plan of merger in a customary form to be specified by Purchaser and approved by Seller (the “Subsidiary Plan of MergerBank Merger Agreement”). In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following such approval not to be accomplished prior unreasonably withheld, conditioned or delayed. Prior to the filing of applications for regulatory approval of the Bank Merger: Effective Time, (a) (i) Seller shall cause Seller the Bank to approve the Subsidiary Plan of MergerBank Merger Agreement, Seller (ii) Seller, as the sole shareholder of Seller the Bank, shall approve the Subsidiary Plan of Bank Merger Agreement, and (iii) Seller shall cause the Subsidiary Plan of Bank Merger Agreement to be duly executed by Seller the Bank and delivered to Buyer Bank and Purchaser, (iib) Buyer (i) Purchaser shall cause Buyer the Purchaser Bank to approve the Subsidiary Plan of MergerBank Merger Agreement, Buyer (ii) Purchaser, as the sole shareholder of Buyer the Purchaser Bank, shall approve the Subsidiary Plan of Bank Merger Agreement, and Buyer (iii) Purchaser shall cause Buyer the Purchaser Bank to duly execute and deliver the Subsidiary Plan of Bank Merger Agreement to Seller Bank. Prior to the Effective TimeSeller, and (c) Seller shall cause Seller the Bank, and Buyer Purchaser shall cause Buyer the Purchaser Bank, to execute and file such certificates or articles of merger, required merger certificates, and such other documents and certificates as are necessary to make effectuate the Bank Merger effective immediately following the Effective TimeMerger.

Bank Merger. Immediately Buyer and Seller intend that, following the Merger, BankFinancial, National Association, a national banking association and a wholly-owned Subsidiary of Seller Bank (“Seller Bank”), will merge with and into Buyer Bank (the “Bank Merger”) with and into First Financial Bank, an Ohio state-chartered bank and a wholly-owned Subsidiary of Buyer (“Buyer Bank”), pursuant to an agreement and plan of merger in substantially the form set forth in Exhibit A (the “Bank Merger Agreement”). Buyer Bank shall be the surviving entity (“Surviving Entity”) in the Bank Merger. Following Merger and, following the Bank Merger, the separate corporate existence of Seller Bank shall terminatecease. The Parties agree that As soon as practicable after the date of this Agreement, or on such later date as Buyer and Seller may mutually agree, Buyer and Seller shall each cause the Board of Directors of Buyer Bank and Seller Bank, respectively, to approve the Bank Merger shall become effective immediately following and the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger (the “Subsidiary Plan of Merger”)Agreement. In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval of the Bank Merger: (i) Buyer and Seller shall then cause Seller Buyer Bank to approve the Subsidiary Plan of Merger, Seller as the sole shareholder of and Seller Bank, respectively, to enter into the Bank Merger Agreement, and each of Buyer and Seller shall approve the Subsidiary Plan of Bank Merger Agreement and Seller shall cause the Subsidiary Plan of Bank Merger to be duly executed by Seller Bank and delivered to Buyer Bank and (ii) Buyer shall cause Buyer Bank to approve the Subsidiary Plan of Merger, Buyer as the sole shareholder of Buyer Bank and Seller Bank, shall approve the Subsidiary Plan of Merger respectively, and Buyer and Seller shall, and shall cause Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Seller Bank. Prior to the Effective Time, Seller shall cause Seller Bank, and Buyer shall cause Buyer Bankrespectively, to execute and file such certificates or articles of merger, required merger certificates, and such other documents and certificates as are necessary to make the Bank Merger effective immediately following (“Bank Merger Certificates”). The Bank Merger shall become effective at such time and date as specified in the Effective Time.Bank Merger Agreement in accordance with applicable law, as determined by Buyer. ARTICLE II EXCHANGE OF SHARES 2.1