Common use of Banking Operations Clause in Contracts

Banking Operations. (a) After the Effective Date, EVB, Tappahannock, Virginia (“EVB”), the wholly owned subsidiary of EVBS, shall merge with and into Sonabank, McLean, Virginia (“Sonabank”), the wholly owned subsidiary of SONA (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) (the “Bank Merger Agreement”) and the separate existence of EVB shall cease and Sonabank shall survive and continue to exist as a state chartered bank organized under the laws of the Commonwealth of Virginia and with its headquarters and principal executive offices in Richmond, Virginia. SONA may at any time change the method or timing of effecting the combination of EVB and Sonabank (including, without limitation, the provisions of this Section 1.5(a)) if and to the extent S▇▇▇ ▇▇▇▇▇ such changes necessary, appropriate or desirable for any reason in its discretion; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided, further, that SONA shall provide EVBS with five days’ prior written notice of such change and the reasons therefor. (b) The Board of Directors of SONA (as the sole shareholder of Sonabank) shall cause the number of directors that will comprise the full Board of Directors of Sonabank after the effective date of the Bank Merger to be fixed at eleven (11), consisting of (i) six (6) current Sonabank directors designated by SONA, including (A) the current Chief Executive Officer and Chairman of the Board of Directors of Sonabank and (B) the current President and Vice Chairman of the Board of Directors of Sonabank (the “Sonabank Directors”), and (ii) the five (5) EVB directors (the “EVB Directors”) and one (1) observer to the Board of Directors of Sonabank designated by EVB and set forth on Section 1.5(b) of the Disclosure Letter of EVBS. No other directors of Sonabank or EVB shall be designated to serve on the Board of Directors of Sonabank after the effective date of the Bank Merger. The Sonabank Directors and EVB Directors will be split among the three classes of directors to serve staggered terms as set forth on Section 1.5(b) of the Disclosure Letter of SONA. Provided that each EVB Director continues to meet the standards for directors of Sonabank, SONA (as the sole shareholder of Sonabank) shall nominate each EVB Director for reelection to the Board of Directors of Sonabank upon expiration of his or her term. (c) Subject to and in accordance with the articles of incorporation and bylaws of Sonabank, effective as of the effective date of the Bank Merger, (i) M▇. ▇▇▇▇▇▇▇ ▇. Derrico will continue to serve as Executive Chairman of the Board of Directors of Sonabank, (ii) Mr. R. R▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will continue to serve as Executive Vice Chairman of the Board of Directors of Sonabank, (iii) M▇. ▇▇▇ ▇. Shearin will serve as President and Chief Executive Officer of Sonabank and (iv) the persons set forth on Section 1.5(c) of the Disclosure Letter of SONA and in such positions specified therein, shall serve as the other officers of Sonabank from and after the effective date of the Bank Merger. (d) Section 1.5(d) of the Disclosure Letter of SONA contains a list of the branch offices of EVB that shall be operated by the Continuing Corporation upon the Effective Date, subject to the opening or closing of any branch offices that may be authorized by federal and state banking regulators. After the Effective Date, the Continuing Corporation shall initially operate the branch offices listed in Section 1.5(d) of the Disclosure Letter of SONA under the name and logo of EVB that are used on the date of this Agreement (with any change to the use of such name or logo after the Effective Date to require a majority vote of the Board of Directors of the Continuing Corporation), subject to any changes required to comply with applicable federal or state banking regulations or requested by any Governmental Authority (as defined herein).

Banking Operations. (a) After the Effective DateTime, EVBAccess National Bank, Tappahannock, Virginia (“EVB”), the a national banking association and wholly owned subsidiary of EVBSANCX (“Access National Bank”), shall merge with and into SonabankUnion Bank & Trust, McLean, a Virginia (“Sonabank”), the chartered bank and wholly owned subsidiary of SONA UBSH (“Union Bank”) (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) D (the “Bank Merger Agreement”) and the separate existence of EVB Access National Bank shall cease and Sonabank Union Bank shall survive and continue to exist as a state bank incorporated and chartered bank organized under the laws Laws of the Commonwealth of Virginia and with its headquarters and principal executive offices in Richmond, Virginia. SONA UBSH may at any time change the method or timing of effecting the combination of EVB Access National Bank and Sonabank (including, without limitation, the provisions of this Section 1.5(a)) Union Bank if and to the extent S▇▇▇ ▇▇▇▇▇ UBSH deems such changes necessary, appropriate or desirable for any reason in its discretiondiscretion (including to ensure that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code); provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this AgreementAgreement or (iv) result in the Bank Merger occurring prior to the Merger of ANCX and UBSH; and provided, further, that SONA (x) UBSH shall provide EVBS ANCX with five days’ prior written notice of such change and the reasons therefor, and (y) UBSH shall not make any change that would materially affect the Tax consequences to ANCX or its shareholders without the prior written consent of ANCX (such consent not to be unreasonably withheld, conditioned or delayed). (b) The Board On or prior to the effective time of Directors of SONA (the Bank Merger, UBSH as the sole shareholder of Sonabank) Union Bank shall cause the number ANCX Director to be appointed as a director of directors that will comprise the full Board Union Bank as of Directors of Sonabank after the effective date time of the Bank Merger to serve until the next annual meeting of the shareholder of Union Bank following the Effective Time. Provided that the ANCX Director continues to be fixed at eleven (11)eligible to serve as a director of the Continuing Corporation, consisting of (i) six (6) current Sonabank directors designated and subject to compliance by SONA, including (A) the current Chief Executive Officer and Chairman of the Board of Directors of Sonabank Union Bank with its fiduciary duties (including compliance with Union Bank’s Organizational Documents and (BCorporate Governance Guidelines) the current President and Vice Chairman of the Board of Directors of Sonabank (the “Sonabank Directors”), and (ii) the five (5) EVB directors (the “EVB Directors”) and one (1) observer to the Board of Directors of Sonabank designated by EVB and set forth on Section 1.5(b) of the Disclosure Letter of EVBS. No other directors of Sonabank or EVB shall be designated to serve on the Board of Directors of Sonabank after the effective date of the Union Bank Merger. The Sonabank Directors and EVB Directors will be split among the three classes of directors to serve staggered terms as set forth on Section 1.5(b) of the Disclosure Letter of SONA. Provided that each EVB Director continues to meet the standards for directors of Sonabank, SONA (as the sole shareholder of Sonabank) shall nominate each EVB the ANCX Director for reelection to the Board of Directors of Sonabank upon expiration of his or her term. (c) Subject to and in accordance with Union Bank at the articles of incorporation and bylaws of Sonabank, effective as first annual meeting of the effective date shareholder of the Union Bank Merger, (i) M▇. ▇▇▇▇▇▇▇ ▇. Derrico will continue to serve as Executive Chairman of the Board of Directors of Sonabank, (ii) Mr. R. R▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will continue to serve as Executive Vice Chairman of the Board of Directors of Sonabank, (iii) M▇. ▇▇▇ ▇. Shearin will serve as President and Chief Executive Officer of Sonabank and (iv) the persons set forth on Section 1.5(c) of the Disclosure Letter of SONA and in such positions specified therein, shall serve as the other officers of Sonabank from and after the effective date of the Bank Merger. (d) Section 1.5(d) of the Disclosure Letter of SONA contains a list of the branch offices of EVB that shall be operated by the Continuing Corporation upon following the Effective Date, subject to the opening or closing of any branch offices that may be authorized by federal and state banking regulators. After the Effective Date, the Continuing Corporation shall initially operate the branch offices listed in Section 1.5(d) of the Disclosure Letter of SONA under the name and logo of EVB that are used on the date of this Agreement (with any change to the use of such name or logo after the Effective Date to require a majority vote of the Board of Directors of the Continuing Corporation), subject to any changes required to comply with applicable federal or state banking regulations or requested by any Governmental Authority (as defined herein)Time.

Banking Operations. (a) After the Effective DateTime, EVBXenith Bank, TappahannockRichmond, Virginia (“EVBXenith Bank”), the wholly owned subsidiary of EVBSXBKS, shall merge with and into SonabankUnion Bank & Trust, McLeanRichmond, Virginia (“SonabankUnion Bank”), the wholly owned subsidiary of SONA UBSH (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) (the “Bank Merger Agreement”) and the separate existence of EVB Xenith Bank shall cease and Sonabank Union Bank shall survive and continue to exist as a state bank incorporated and chartered bank organized under the laws of the Commonwealth of Virginia and with its headquarters and principal executive offices in Richmond, Virginia. SONA UBSH may at any time change the method or timing of effecting the combination of EVB Xenith Bank and Sonabank (including, without limitation, the provisions of this Section 1.5(a)) Union Bank if and to the extent S▇▇▇ ▇▇▇▇▇ UBSH deems such changes necessary, appropriate or desirable for any reason in its discretiondiscretion (including, without limitation, to ensure that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code); provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to qualify quality as a “reorganization” within the meaning of Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this AgreementAgreement or (iv) result in the Bank Merger occurring prior to the Merger of XBKS and UBSH; and provided, further, that SONA (x) UBSH shall provide EVBS XBKS with five days’ prior written notice of such change and the reasons therefor, and (y) UBSH shall not make any change that would materially affect the tax consequences to XBKS or its shareholders without the prior written consent of XBKS (such consent not to be unreasonably withheld, conditioned or delayed). (b) The Board On or prior to the effective time of Directors of SONA (the Bank Merger, UBSH as the sole shareholder of Sonabank) Union Bank shall cause the number XBKS Directors to be appointed as directors of directors that will comprise the full Board Union Bank as of Directors of Sonabank after the effective date time of the Bank Merger to serve until the next annual meeting of the shareholders of Union Bank following the Effective Time. Provided that each XBKS Director continues to be fixed at eleven (11)eligible to serve as a director of UBSH, consisting of (i) six (6) current Sonabank directors designated and subject to compliance by SONA, including (A) the current Chief Executive Officer and Chairman of the Board of Directors of Sonabank Union Bank with its fiduciary duties (including compliance with Union Bank’s Organizational Documents and (BCorporate Governance Guidelines) the current President and Vice Chairman of the Board of Directors of Sonabank (the “Sonabank Directors”), and (ii) the five (5) EVB directors (the “EVB Directors”) and one (1) observer to the Board of Directors of Sonabank designated by EVB and set forth on Section 1.5(b) of the Disclosure Letter of EVBS. No other directors of Sonabank or EVB shall be designated to serve on the Board of Directors of Sonabank after the effective date of the Union Bank Merger. The Sonabank Directors and EVB Directors will be split among the three classes of directors to serve staggered terms as set forth on Section 1.5(b) of the Disclosure Letter of SONA. Provided that each EVB Director continues to meet the standards for directors of Sonabank, SONA (as the sole shareholder of Sonabank) shall nominate each EVB XBKS Director for reelection to the Board of Directors of Sonabank upon expiration of his or her term. (c) Subject to and in accordance with Union Bank at the articles of incorporation and bylaws of Sonabank, effective as first annual meeting of the effective date shareholder of the Union Bank Merger, (i) M▇. ▇▇▇▇▇▇▇ ▇. Derrico will continue to serve as Executive Chairman of the Board of Directors of Sonabank, (ii) Mr. R. R▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will continue to serve as Executive Vice Chairman of the Board of Directors of Sonabank, (iii) M▇. ▇▇▇ ▇. Shearin will serve as President and Chief Executive Officer of Sonabank and (iv) the persons set forth on Section 1.5(c) of the Disclosure Letter of SONA and in such positions specified therein, shall serve as the other officers of Sonabank from and after the effective date of the Bank Merger. (d) Section 1.5(d) of the Disclosure Letter of SONA contains a list of the branch offices of EVB that shall be operated by the Continuing Corporation upon following the Effective Date, subject to the opening or closing of any branch offices that may be authorized by federal and state banking regulators. After the Effective Date, the Continuing Corporation shall initially operate the branch offices listed in Section 1.5(d) of the Disclosure Letter of SONA under the name and logo of EVB that are used on the date of this Agreement (with any change to the use of such name or logo after the Effective Date to require a majority vote of the Board of Directors of the Continuing Corporation), subject to any changes required to comply with applicable federal or state banking regulations or requested by any Governmental Authority (as defined herein)Time.

Banking Operations. (a) After the Effective Date, EVBMiddleburg Bank, TappahannockMiddleburg, Virginia (“EVBMiddleburg Bank”), the wholly owned subsidiary of EVBSMiddleburg, shall merge with and into SonabankAccess National Bank, McLeanReston, Virginia (“SonabankAccess Bank”), the wholly owned subsidiary of SONA Access (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) (the “Bank Merger Agreement”) and ), the separate existence of EVB Middleburg Bank shall cease and Sonabank Access Bank shall survive and continue to exist as a state chartered bank national banking association organized under the laws of the Commonwealth of Virginia and with its headquarters and principal executive offices in Richmond, VirginiaUnited States. SONA Access may at any time change the method or timing of effecting the combination of EVB Middleburg Bank and Sonabank Access Bank (including, without limitation, the provisions of this Section 1.5(a)) of the Agreement) if and to the extent S▇▇▇ ▇▇▇▇▇ Access deems such changes necessary, appropriate or desirable for any reason in its discretion; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided, further, that SONA Access shall provide EVBS Middleburg with five seven days’ prior written notice of such change and the reasons therefor. (b) Prior to the Effective Date, Access, Access Bank, Middleburg and Middleburg Bank shall take all actions necessary to effectuate the following: (i) The Board officers and directors of Directors Access Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(i) of SONA the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein; and (as ii) The officers and directors of Middleburg Bank immediately following the sole shareholder Effective Date shall be the individuals set forth in Section 1.5(b)(ii) of Sonabankthe Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein. (c) shall cause the number The officers and directors of directors that will comprise the full Board of Directors of Sonabank after Access Bank immediately prior to the effective date of the Bank Merger to be fixed at eleven (11), consisting of (i) six (6) current Sonabank directors designated by SONA, including (A) the current Chief Executive Officer and Chairman of the Board of Directors of Sonabank and (B) the current President and Vice Chairman of the Board of Directors of Sonabank (the “Sonabank Directors”), and (ii) the five (5) EVB directors (the “EVB Directors”) and one (1) observer to the Board of Directors of Sonabank designated by EVB and set forth on Section 1.5(b) of the Disclosure Letter of EVBS. No other directors of Sonabank or EVB shall be designated to serve on the Board of Directors of Sonabank after the effective date of the Bank Merger. The Sonabank Directors and EVB Directors will be split among the three classes of directors to serve staggered terms as set forth on Section 1.5(b) of the Disclosure Letter of SONA. Provided that each EVB Director continues to meet the standards for directors of Sonabank, SONA (as the sole shareholder of Sonabank) shall nominate each EVB Director for reelection to the Board of Directors of Sonabank upon expiration of his or her term. (c) Subject to and in accordance with the articles of incorporation and bylaws of Sonabank, effective as of the effective date of the Bank Merger, (i) M▇. ▇▇▇▇▇▇▇ ▇. Derrico will continue to serve as Executive Chairman officers and directors of the Board of Directors of Sonabank, (ii) Mr. R. R▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will continue to serve as Executive Vice Chairman of the Board of Directors of Sonabank, (iii) M▇. ▇▇▇ ▇. Shearin will serve as President and Chief Executive Officer of Sonabank and (iv) the persons set forth on Section 1.5(c) of the Disclosure Letter of SONA and in such positions specified therein, shall serve as the other officers of Sonabank from and Access Bank after the effective date of the Bank Merger. (d) Section 1.5(d) of the Disclosure Letter of SONA Access contains a list of the branch offices of EVB Middleburg Bank that shall be operated by the Continuing Corporation upon the Effective Date, subject to the opening or closing of any branch offices that may be authorized by federal and state banking regulators. After the Effective Date, the Continuing Corporation shall initially operate the branch offices listed in Section 1.5(d) of the Disclosure Letter of SONA Access under the name and logo of EVB Middleburg Bank that are used on the date of this Agreement (with any change to the use of such name or logo after the Effective Date to require a majority vote of the Board of Directors of the Continuing Corporation), subject to any changes required to comply with applicable federal or state banking regulations or requested by any Governmental Authority (as defined herein)Authority.