Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.5 hereof respecting the possible restructuring of the transaction under certain circumstances, Community shall be merged with and into Sun (which has heretofore and shall hereinafter be referred to as the "Merger") pursuant to the laws of the State of New Jersey, and Sun shall be the surviving corporation (sometimes hereinafter referred to as "Surviving Corporation" when reference is made to it after the Effective Time of the Merger (as defined below)). The Merger shall become effective on the date and at the time on which the Certificate of Merger has been duly filed with the Division of Revenue of New Jersey, unless a later date is specified in such Certificate of Merger (such time is hereinafter referred to as the "Effective Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by Sun and Community, the Effective Time of the Merger shall occur on the tenth (10th) business day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any Regulatory Authority (as defined herein) having authority over the transactions contemplated under the Merger Agreement or the Bank Merger Agreement and (ii) the date on which the shareholders of Community approve the transactions contemplated by this Agreement, or such other time as the parties may agree.
Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, First National/Osceola shall be merged with and into FINB (which has heretofore and shall hereinafter be referred to as the "Merger"), under the charter of First National/Osceola, pursuant to 12 U.S.C. ss.215a of the National Bank Act, and FINB shall be the surviving corporation (sometimes hereinafter referred to as "Surviving Bank" when reference is made to it after the Effective Time of the Merger (as defined below)). The name of the Surviving Bank shall be First National Bank of Osceola County, and the business of the Surviving Bank shall be that of a national banking association. The Merger shall become effective on the date and at the time set forth in the Certificate of Merger relating to the Merger issued by the Office of the Comptroller of the Currency (the "OCC") (such time is hereinafter referred to as the "Effective Time of the Merger"). Subject to the terms and conditions hereof, unless otherwise agreed upon by First National/Osceola and CBF, the Effective Time of the Merger shall occur on the 10th business day following the later to occur of (i) the effective date (including the expiration of any applicable waiting period) of the last required Consent (as defined below) of any Regulatory Authority (as defined below) having authority over the transactions contemplated pursuant to this Agreement, (ii) the date on which the shareholders of First National/Osceola approve the transactions contemplated by this Agreement, and (iii) the date of the satisfaction or waiver of all other conditions precedent to the transactions contemplated by this Agreement. As used in this Agreement, "Consent" shall mean a consent, approval, authorization, waiver, clearance, exemption or similar affirmation by any person pursuant to any contract, permit, law, regulation or order, and "Regulatory Authorities" shall mean, collectively, the OCC, the Florida Department of Banking and Finance (the "Florida Department"), the Office of Thrift Supervision ("OTS"), the Federal Trade Commission (the "FTC"), the United States Department of Justice (the "Justice Department"), the Board of Governors of the Federal Reserve System (the "FRB"), the Federal Deposit Insurance Corporation (the "FDIC"), the National Association of Securities Dealers, Inc., all national securities exchanges and the Securities and Exchange Commission (the "SEC").
Consummation of Merger; Closing Date. On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the Merger, Roma Financial Acquisition Subsidiary, Inc., a corporation to be organized under the laws of State of New Jersey as a wholly owned subsidiary of Roma for the sole purpose of facilitating the Merger (“Merger Sub”), shall be merged with and into Sterling pursuant to the provisions of the New Jersey Business Corporation Act (“NJBCA”) and the separate corporate existence of Merger Sub shall cease. Sterling shall be the surviving corporation of the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of New Jersey as a subsidiary of Roma. The Merger shall be consummated pursuant to the terms and conditions of this Agreement, which has been approved and adopted by each of the Boards of Directors of Roma, Roma Bank, Sterling and Sterling Bank, and of the Plan of Merger to be entered into by and between Merger Sub and Sterling substantially in the form appended as Exhibit A, which will be approved and adopted by the Boards of Directors of Sterling and of Merger Sub and by Roma as the sole shareholder of Merger Sub.
Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, Merger Sub shall be merged with and into Company pursuant to the laws of the State of Delaware, and Company shall be the surviving corporation (sometimes hereinafter referred to as “Surviving Corporation” when reference is made to it after the Effective Time of the Merger). Subject to the provisions hereof, Merger Sub and Company shall file with the Delaware Secretary of State a Certificate of Merger in accordance with all applicable legal requirements. The Merger shall become effective on the date and at the time the Certificate of Merger has been accepted for filing with said Secretary of State (such time is hereinafter referred to as the “Effective Time of the Merger” or the “Effective Time”). Unless otherwise agreed upon by Parent and Company, the Effective Time of the Merger shall occur no later than the third Business Day following the later to occur of (i) the effective date (including expiration of any applicable waiting period) of the last required Consent of any Regulatory Authority having authority over the transactions contemplated under the Merger Agreement and (ii) the date on which the shareholders of Company approve the transactions contemplated by this Agreement.
Consummation of Merger; Closing Date. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the Merger, North Penn shall be merged with and into Xxxxxxx in accordance with Chapter 19, Subchapter C of the Pennsylvania Business Corporation Law of 1988 (“PBCL”) (the “Merger”), with Xxxxxxx as the surviving corporation (hereinafter sometimes called the “Surviving Corporation”). Each share of common stock, par value $0.10 per share, of North Penn (“North Penn Common Stock”) outstanding immediately prior to the Effective Time of the Merger (other than Dissenting Shares, shares held by North Penn, including treasury shares, Xxxxxxx or any of their respective wholly-owned subsidiaries (in each case, other than in a fiduciary capacity)) shall, by virtue of the Merger and without any further action by the holder thereof, be converted into and represent the right to receive 0.6829 shares of Xxxxxxx Common Stock or $19.12 in cash, without interest (the “Merger Consideration”) as provided in Section 2.1 hereof and subject to the terms, conditions, limitations and procedures set forth in this Agreement and the Agreement of Merger.
Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Central Jersey shall be merged with and into OceanFirst (which has heretofore and shall hereinafter be referred to as the “Merger”) pursuant to the laws of the States of Delaware and New Jersey, and OceanFirst shall be the surviving corporation (sometimes hereinafter referred to as “Surviving Corporation”).
Consummation of Merger; Closing Date. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the Merger, a corporation to be organized under the laws of Commonwealth of Pennsylvania as a wholly owned subsidiary of Beneficial for the sole purpose of facilitating the Merger (“Merger Sub”), shall be merged with and into SE Corp pursuant to the provisions of the Pennsylvania Business Corporation Law, as amended (“BCL”) and the separate corporate existence of Merger Sub shall cease. SE Corp shall be the surviving corporation of the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue its corporate existence under the laws of the Commonwealth of Pennsylvania. The Merger shall be consummated pursuant to the terms and conditions of this Agreement, which has been approved and adopted by each of the Boards of Directors of Beneficial, Beneficial Bank, SE Corp and SE Bank, and of the Plan of Merger to be entered into by and between Merger Sub and SE Corp substantially in the form appended as Exhibit A, which will be approved and adopted by the Boards of Directors of SE Corp and Merger Sub and by Beneficial as the sole shareholder of Merger Sub.
Consummation of Merger; Closing Date. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the Merger (as defined herein), Delaware shall be merged with and into Norwood in accordance with Chapter 3 of the Pennsylvania Associations Code (“PAC”) and Section 907 of the New York Business Corporation Law (“NYBCL”) (the “Merger”), with Xxxxxxx as the surviving corporation (hereinafter sometimes called the “Surviving Corporation”). Each share of common stock, par value $1.25 per share, of Delaware (“Delaware Common Stock”) outstanding immediately prior to the Effective Time of the Merger (other than Dissenting Shares, shares held by Delaware (including treasury shares), Xxxxxxx or any of their respective wholly-owned subsidiaries (in each case, other than in a fiduciary capacity)) shall, by virtue of the Merger and without any further action by the holder thereof, be converted into and represent the right to receive 0.6221 of a share of Xxxxxxx Common Stock or $16.68 in cash, without interest (the “Merger Consideration”) as provided in Section 2.1 hereof and subject to the terms, conditions, limitations and procedures set forth in this Agreement and the Bank Plan of Merger.
Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, including, without limitation, Section 2.6 hereof respecting the possible restructuring of the transaction under certain circumstances, Farnsworth shall be merged xxxx xxx into Sterling (which has heretofore and shall hereinafter be referred to as the "Merger") pursuant to the laws of the State of New Jersey, and Sterling shall be the surviving corporation (sometimes hereinafter referred to as "Surviving Corporation").
Consummation of Merger; Closing Date. (a) Subject to the provisions hereof, Central and Southern Bank shall merge with and into Premier Bank under the charter of Premier Bank, and the name of the resulting institution shall be "Premier Bank" (the "Resulting Institution") and the business of the Resulting Institution shall be to operate a Georgia chartered commercial bank. Subject to the terms and conditions hereof, unless otherwise agreed upon by Premier Bank and Central and Southern Bank, the Merger shall become effective on the 10th calendar day following the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined below) of any Regulatory Authority (as defined below) legally required to consummate the transactions contemplated under the
