Interim Bank. Prior to the Effective Time, Bancorp will form the Interim Bank under the laws of the United States of America. Immediately prior to the Effective Time, the Capital of the Interim Bank will be not less than $200,000 divided into 100,000 shares of Common Stock, par value $2.00 ("Interim Bank Common Stock"), Surplus of $40,000 and Retained Earnings of $0. The authorized capital stock of the Interim Bank will consist of 200,000 shares of Interim Bank Common Stock, of which 100,000 shares will be issued and outstanding as of the Effective Time.
Interim Bank. As of the Closing Date, Interim Bank will be a corporation duly organized, validly existing, duly qualified to do business and in good standing under the laws of its jurisdiction of incorporation, and will have corporate power and authority to own or lease its properties and assets and to carry on its business. As of the Closing Date, the execution, delivery and performance by Interim Bank of the Bank Merger Agreement will have been duly authorized by Interim Bank's Board of Directors and shareholders, and the Bank Merger Agreement will be a valid and binding obligation of Interim Bank, enforceable against Interim Bank in accordance with its terms.
Interim Bank. Interim Bank is an interim savings bank to be incorporated under the laws of the State of Ohio for the purpose of facilitating Sky’s acquisition of 100% of the stock of Falls. Upon formation, Interim Bank will have its principal place of business in Bowling Green, Ohio.
Interim Bank. Acquiror intends to form a bank under the laws of the Commonwealth of Virginia as a wholly-owned subsidiary of Acquiror to facilitate the acquisition of Bank as provided herein.
Interim Bank. Acquiror shall organize Interim Bank under the Banking Act as a wholly-owned subsidiary of Acquiror. Acquiror shall cause Interim Bank to enter into the Plan of Merger with Bank reflecting the terms hereof as required under the Banking Act and the Corporation Act.
Interim Bank. NPB will cause Interim Bank to be duly organized as a Delaware interim bank. Interim Bank will be formed solely for the purpose of engaging in the Merger and NPB shall not permit Interim Bank to engage in any other business activities or incur any liabilities or obligations other than as contemplated herein
Interim Bank. ILLINI shall cause the formation of INTERIM BANK under the IBA prior to the Closing. ILLINI as the entity that will be the owner of all of the outstanding shares of capital stock of the INTERIM BANK, shall cause the Merger Agreement to be approved in accordance with the IBA.
Interim Bank i. Interim Bank is a Pennsylvania state chartered bank duly organized, validly existing and duly subsisting under the laws of the Commonwealth of Pennsylvania. All of the outstanding shares of capital stock of Interim Bank have been validly issued, are fully paid and nonassessable and are owned directly by SBI free and clear of any lien, charge or other encumbrance. Interim Bank possesses no assets nor is subject to any liabilities and will not acquire assets or incur liabilities prior to the Effective Time. Since the date of its incorporation, Interim Bank has not engaged in any activities other than in connection with the consummation of the Merger or as expressly contemplated by this Agreement.
