Common use of The Bank Merger Clause in Contracts

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB and all of the property, rights, powers and franchises of each of the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB VNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and Act, the New Jersey Banking Home Owners' Loan Act of 1948, as amended1933 ("HOLA") and/or the regulations of the office of Thrift Supervision ("OTS"), and UNB VNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB VNB and all of the property, rights, powers and franchises of each of the Bank and UNB VNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB VNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB VNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB VNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB VNB shall determine, and the directors of UNB VNB shall be the directors of the Surviving Bank with the additions one addition from the directors of Raritan Wayne as specified herein. In connection with the execution of this Agreement, the Bank and UNB VNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities Office of the Comptroller of the Currency ("OCC") and the OTS for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank CB shall be merged with and into UNB VNB (the "“Bank Merger"”) in accordance with the provisions of the National Bank Act and and, to the extent applicable, New Jersey Banking Act of 1948, as amended1948 (the “Banking Act”) and the regulations of the New Jersey Department of Banking and Insurance (the “Department”), and UNB VNB shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Bank CB shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank CB and UNB VNB and all of the property, rights, privileges, powers and franchises of each of the Bank CB and UNB VNB shall vest in the Surviving Bank and the Surviving Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank CB and UNB VNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB VNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB VNB and the officers and employees of the Bank CB shall be the officers and employees of the Surviving Bank with such additions as officers as the Board of Directors of UNB VNB shall determine, and the directors of UNB VNB shall be the directors of the Surviving Bank with Bank. Within two weeks of the additions from the directors date of Raritan as specified herein. In connection with the execution of this Agreement, Greater Community and Valley shall cause the Bank Boards of Directors of CB and UNB shall execute and deliver VNB, respectively to approve a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, annexed hereto, for delivery and cause the Bank Merger Agreement to be executed and delivered to the appropriate regulatory authorities Office of the Comptroller of the Currency (the “OCC”) and the Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB VNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and, to the extent applicable, New York Banking Law (the "NY Banking Law") and the regulations of the New Jersey York Department of Banking Act of 1948, as amended(the "Department"), and UNB VNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB VNB and all of the property, rights, privileges, powers and franchises of each of the Bank and UNB VNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB VNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB VNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB VNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as officers as the Board of Directors of UNB VNB shall determine, and the directors of UNB VNB shall be the directors of the Surviving Bank with Bank, with, in the case of directors, the additions from the directors of Raritan as specified hereinprovided for in Section 5.20 hereof. In connection with the execution of this Agreement, the Bank and UNB VNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities Office of the Comptroller of the Currency ("OCC") and the Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB VNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the Act, New Jersey Banking Act of 1948, as amendedamended (the "NJ Banking Act") and/or the regulations of the New Jersey Department of Banking and Insurance ("Department"), and UNB VNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB VNB and all of the property, rights, privileges, powers and franchises of each of the Bank and UNB VNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB VNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB VNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB VNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as officers as the Board of Directors of UNB VNB shall determine, and the directors of UNB VNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified hereinBank. In connection with the execution of this Agreement, the Bank and UNB VNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities Office of the Comptroller of the Currency ("OCC") and the Department for approval of the Bank Merger.

The Bank Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below), FirstMerit Bank shall be merged with and into The Huntington National Bank in accordance with the provisions of 12 U.S.C. § 215a and 12 U.S.C. § 1828(c). At the Effective Time, the separate existence of FirstMerit Bank shall cease, and The Huntington National Bank, as the surviving entity (the “Surviving Bank”), shall continue its existence under the laws of the United States as a national banking association. All rights, franchises, and interests of FirstMerit Bank in and to every type of property (real, personal, and mixed) and choses in action shall be transferred to and vested in the Surviving Bank by virtue of the Bank Merger without any deed or other transfer. The Surviving Bank, upon the Bank Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises, and interests, including appointments, designations, and nominations, and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, and receiver, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by FirstMerit Bank at the time of the Bank Merger, subject to applicable provisions of 12 U.S.C. § 215a. The Surviving Bank shall be responsible for all of the liabilities of every kind and description, including liabilities arising from the operation of any trust department, of each of the merging banks existing as of the Effective Time of the Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered continue to operate the same business main office and corporate entity as each of the branches of FirstMerit Bank and UNB and all existing as of the property, rights, powers and franchises of each of the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, Effective Time as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Bank shall be the officers and employees branches of the Surviving Bank with at the officially designated address of each such additions as office or branch and shall continue to operate each of the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors branches of the Surviving Bank with existing at the additions from Effective Time, in each case without limiting the directors authority under applicable law of Raritan as specified herein. In connection with the execution of this Agreement, the The Huntington National Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval or of the Surviving Bank Merger(as applicable) to close, relocate or otherwise make any change regarding any such branch.

The Bank Merger. Immediately following the Effective Time, the Bank Association shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amendedamended (the "Banking Act"). In the Bank Merger, and UNB the Bank shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank Association shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Association and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of the Association and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Association and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws Bylaws of UNB the Bank shall become be the articles certificate of association incorporation and bylaws Bylaws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Bank, except as specified hereinprovided in Section 5.20 hereof. In connection with Following the execution of this Agreement, the Association and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of as set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the New Jersey Department of Banking and Insurance (the "Department") and the Federal Deposit Insurance Corporation (the "FDIC") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank Association shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amendedamended (the "Banking Act"). In the Bank Merger, and UNB the Bank shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank Association shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Association and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of the Association and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Association and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws Bylaws of UNB the Bank shall become be the articles certificate of association incorporation and bylaws Bylaws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified hereinBank. In connection with Following the execution of this Agreement, the Association and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of as set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the New Jersey Department of Banking and Insurance (the "Department"), the Federal Deposit Insurance Corporation (the "FDIC"), and the Office of Thrift Supervision (the "OTS") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Parent’s Bank shall be merged with and into UNB the Company’s Bank (the "“Bank Merger"”) in accordance with the any applicable provisions of the National Bank Act Merger Act, as amended (12 U.S.C. 1828(c)), and the New Jersey Banking Act of 1948, as amended, and UNB any applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), the Federal Deposit Insurance Corporation (the “FDIC”) and the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Company’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Parent’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation, by-laws and bylaws other governing documents of UNB the Company’s Bank shall become the articles certificate of association incorporation, by-laws and bylaws other governing documents of the Surviving Bank, the directors of the Surviving Corporation shall be the directors of the Surviving Bank, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Bank until their respective successors are duly elected or appointed and qualified, the persons designated in Part II of Exhibit 1.11 annexed hereto shall be the executive officers of the Surviving Bank, and the employees of UNB Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with shall determine. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall Parent’s Bank to execute and deliver a separate merger agreement as agreed to by the Company and Parent (the "“Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto”), for delivery to the appropriate all applicable bank regulatory authorities agencies, for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB Parent’s Bank (the "“Bank Merger"”) in accordance with the provisions of the National Bank Merger Act and and, to the extent applicable, the New Jersey Banking Act of 1948Law and the New York Banking Law, as amended, and UNB the regulations of the New Jersey Department and the New York State Department of Financial Services (the “DFS”), and Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws by-laws of UNB Parent’s Bank shall become the articles certificate of association incorporation and bylaws by-laws of the Surviving Bank, the officers and employees of UNB Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB Parent’s Bank shall determine, and the directors of UNB Parent’s Bank shall be the directors of the Surviving Bank with Bank. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall Parent’s Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, A annexed hereto, for delivery to the appropriate regulatory authorities FDIC, the New Jersey Department and the DFS for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB the Parent’s Bank (the "“Bank Merger"”) in accordance with the provisions of the National Bank Merger Act and and, to the extent applicable, the New Jersey Banking Act of 1948, as amendedamended (the “Banking Act”), and UNB the regulations of the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB the Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB the Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB the Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws by-laws of UNB the Parent’s Bank shall become the articles certificate of association incorporation and bylaws by-laws of the Surviving Bank, the officers and employees of UNB the Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB the Parent’s Bank shall determine, and the directors of UNB the Parent’s Bank, together with Xxxxxx X. Deutsch and Xxxxxx X. Xxxxxx (or if either such person is unable or unwilling to serve, such other person or persons from among the current members of the Board of Directors of the Company as Parent shall designate), shall be the directors of the Surviving Bank with Bank. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall the Parent’s Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, A annexed hereto, for delivery to the appropriate regulatory authorities FDIC and the New Jersey Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank Dime shall be then merged with and into UNB the Bank (the "Bank MergerBANK MERGER") in accordance with the provisions of Section 36a-125 of the National Banking Law of Connecticut (the "BANKING ACT"). In the Bank Act and Merger, the New Jersey Banking Act of 1948, as amended, and UNB Bank shall be the surviving bank (the "Surviving BankSURVIVING BANK"). Upon the consummation of the Bank Merger, the separate existence of the Bank Dime shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Dime and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of the Dime and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Dime and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws By-Laws of UNB the Bank shall become be the articles certificate of association incorporation and bylaws By-Laws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Bank, except as specified hereinprovided in Section 5.20 hereof. In connection with Following the execution of this Agreement, the Dime and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger AgreementBANK MERGER AGREEMENT") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of Exhibit A, annexed as set forth in EXHIBIT 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the Connecticut Department of Banking (the "DEPARTMENT") and the Federal Deposit Insurance Corporation (the "FDIC") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank FAMNB shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amendedamended (the "Banking Act") and applicable federal law. In the Bank Merger, and UNB the Bank shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank FAMNB shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of FAMNB and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of FAMNB and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of FAMNB and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws Bylaws of UNB the Bank shall become be the articles certificate of association incorporation and bylaws Bylaws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified hereinBank. In connection with Following the execution of this Agreement, FAMNB and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), in form and substance reasonably satisfactory to the parties hereto, as substantially the form of set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the New Jersey Department of Banking and Insurance (the "Department"), the Federal Deposit Insurance Corporation (the "FDIC") and the Office of the Comptroller of the Currency (the "OCC") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB the Parent’s Bank (the "“Bank Merger"”) in accordance with the provisions of the National Bank Merger Act and and, to the extent applicable, the New Jersey Banking Act of 1948, as amendedamended (the “Banking Act”), and UNB the regulations of the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB the Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB the Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB the Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws by-laws of UNB the Parent’s Bank shall become the articles certificate of association incorporation and bylaws by-laws of the Surviving Bank, the officers and employees of UNB the Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB the Parent’s Bank shall determine, and the directors of UNB the Parent’s Bank, together with the Company Designee(s), shall be the directors of the Surviving Bank with Bank. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall the Parent’s Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, A annexed hereto, for delivery to the appropriate regulatory authorities FDIC and the New Jersey Department for approval of the Bank Merger.

The Bank Merger. (a) Immediately following after but essentially concurrently with the Effective TimeMerger, and pursuant to the laws of the State of Nevada, and subject to the terms and conditions of this Agreement, at the time that the Bank Articles of Merger become effective, FSB and Bank (sometimes collectively referred to herein as the "MERGING BANKS") shall consummate the Bank Merger pursuant to which (a) the Bank shall be merged with and into UNB (the "Bank Merger") in accordance FSB, immediately after but essentially concurrently with the provisions of the National Bank Act Merger, and the New Jersey Banking Act separate corporate existence of 1948, as amended, and UNB Bank shall thereupon cease; (b) FSB shall be the successor or surviving bank in the Merger and shall continue to be governed by the laws of the State of Nevada (sometimes referred to herein as the "Surviving BankSURVIVING BANK"). Upon ; and (c) the consummation separate corporate existence of FSB with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Bank Merger, the separate existence of the Bank shall cease and except as set forth in this Article II. FSB, as the Surviving Bank Bank, shall be considered thereupon and thereafter possess all the same business and corporate entity as each of the Bank and UNB and all of the propertyrights, rightsprivileges, powers and franchises franchises, of each a public as well as a private nature, and shall be subject to all restrictions, disabilities and duties of the Bank Merging Banks, and UNB shall vest all property, real, personal and mixed and all debts due to the Merging Banks on whatever account, including subscriptions for shares and all other things in action or belonging to the Surviving Bank and the Surviving Bank Merging Banks shall be taken and deemed to have assumed be vested in FSB without further act or deed. FSB shall thenceforth be responsible for all of the debts, liabilities, obligations liabilities and duties of each of the Bank Merging Banks and UNB and shall have succeeded may be prosecuted to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent judgment as if such propertythe Bank Merger had not taken place, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation FSB may be substituted in place of the Bank Merger, Merging Banks and neither the articles rights of association and bylaws creditors nor any liens upon any property of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Bank either shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of impaired by the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB the Parent’s Bank (the "“Bank Merger"”) in accordance with the provisions of the National Bank Merger Act and and, to the extent applicable, the New Jersey Banking Act of 1948, as amendedamended (the “Banking Act”), and UNB the regulations of the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB the Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB the Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB the Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws by-laws of UNB the Parent’s Bank shall become the articles certificate of association incorporation and bylaws by-laws of the Surviving Bank, the officers and employees of UNB the Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB the Parent’s Bank shall determine, and the directors of UNB the Parent’s Bank shall be the directors of the Surviving Bank with Bank. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall the Parent’s Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, A annexed hereto, for delivery to the appropriate regulatory authorities FDIC and the New Jersey Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Company’s Bank shall be merged with and into UNB the Parent’s Bank (the "“Bank Merger"”) in accordance with the provisions of the National Bank Merger Act and and, to the extent applicable, the New Jersey Banking Act of 1948, as amendedamended (the “Banking Act”), and UNB the regulations of the New Jersey Department of Banking and Insurance (the “New Jersey Department”), and the Parent’s Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company’s Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company’s Bank and UNB the Parent’s Bank and all of the property, rights, privileges, powers and franchises of each of the Company’s Bank and UNB the Parent’s Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company’s Bank and UNB the Parent’s Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws by-laws of UNB the Parent’s Bank shall become the articles certificate of association incorporation and bylaws by-laws of the Surviving Bank, the officers and employees of UNB the Parent’s Bank and the officers and employees of the Company’s Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB the Parent’s Bank shall determine, and the directors of UNB the Parent’s Bank, together with Exxxxx X. Deutsch and Txxxxx X. Xxxxxx (or if either such person is unable or unwilling to serve, such other person or persons from among the current members of the Board of Directors of the Company as Parent shall designate), shall be the directors of the Surviving Bank with Bank. The Company and Parent shall cause the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Company’s Bank and UNB shall the Parent’s Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, A annexed hereto, for delivery to the appropriate regulatory authorities FDIC and the New Jersey Department for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank Dime shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of Section 36a-125 of the National Banking Law of Connecticut (the "Banking Act"). In the Bank Act and Merger, the New Jersey Banking Act of 1948, as amended, and UNB Bank shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank Dime shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Dime and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of the Dime and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Dime and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws By-Laws of UNB the Bank shall become be the articles certificate of association incorporation and bylaws By-Laws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Bank, except as specified hereinprovided in Section 5.20 hereof. In connection with Following the execution of this Agreement, the Dime and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of as set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the Connecticut Department of Banking (the "Department") and the Federal Deposit Insurance Corporation (the "FDIC") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank Community shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amendedamended (the "Banking Act") and the National Bank Act. In the Bank Merger, and UNB the Bank shall be the surviving bank (the "Surviving Bank"), except that at the Effective Time, the business of Community shall be operated as a division of the Surviving Bank named "Community National division of Xxxxxx United Bank" or such other similar name agreed to by the parties hereto (the "New Division"). Upon the consummation of the Bank Merger, the separate existence of the Bank Community shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of Community and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of Community and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of Community and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws By-Laws of UNB the Bank shall become the articles certificate of association incorporation and bylaws By-Laws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Bank, except as specified hereinprovided in Section 5.20 hereof. In connection with Following the execution of this Agreement, Community and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of as set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the New Jersey Department of Banking and Insurance (the "Department"), the Federal Deposit Insurance Corporation (the "FDIC") and the Office of the Comptroller of the Currency (the "OCC") for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank SSB shall be merged with and into UNB VNB (the "“Bank Merger"”) in accordance with the provisions of the National Bank Act and and, to the extent applicable, New Jersey Banking Act of 1948, as amended1948 (the “Banking Act”) and the regulations of the New Jersey Department of Banking and Insurance (the “Department”), and UNB VNB shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Bank SSB shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank SSB and UNB VNB and all of the property, rights, privileges, powers and franchises of each of the Bank SSB and UNB VNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank SSB and UNB VNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB VNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB VNB and the officers and employees of the Bank SSB shall be the officers and employees of the Surviving Bank with such additions as officers as the Board of Directors of UNB VNB shall determine, and the directors of UNB VNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified hereinBank. In connection with the execution of this Agreement, the Bank SSB and UNB VNB shall execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities Office of the Comptroller of the Currency (the “OCC”) and the Department for approval of the Bank Merger.. 2

The Bank Merger. Immediately following the Effective Time, the Company Bank shall be merged with and into UNB (the "Buyer Bank Merger") in accordance with the provisions of Section 18(c) of the National Federal Deposit Insurance Act, as amended (12 U.S.C. § 1828(c)) (the “Bank Act Merger Act”) and the New Jersey Banking Act of 1948, as amended, and UNB the regulations of the New Jersey Department of Banking and Insurance (the “NJDOBI”), and Buyer Bank shall be the surviving bank (the "“Surviving Bank"”). Upon the consummation of the Bank Merger, the separate existence of the Company Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Company Bank and UNB Buyer Bank and all of the property, rights, privileges, powers and franchises of each of the Company Bank and UNB Buyer Bank shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Company Bank and UNB Buyer Bank and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles Certificate of association Incorporation and bylaws Bylaws of UNB Buyer Bank shall become be the articles Certificate of association Incorporation and bylaws Bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Buyer Bank shall be the officers and employees of the Surviving Bank with such additions modifications as the Board of Directors of UNB Buyer Bank shall determine, and the . The directors of UNB the Surviving Bank at and after the Effective Time shall be the directors of Buyer Bank in office immediately prior to the Surviving Bank with Effective Time plus the additions from the directors of Raritan Director Designee as specified herein. In connection with the execution set forth in Section 5.26 of this Agreement, the . The Company and Buyer shall cause Company Bank and UNB shall Buyer Bank to execute and deliver a separate merger agreement (the "“Bank Merger Agreement"”) in substantially the form of set forth as Exhibit A, B annexed hereto, for delivery to the appropriate regulatory authorities FDIC and the NJDOBI for approval of the Bank Merger. Buyer and the Company agree to take all action necessary and appropriate in connection with the foregoing, including (i) causing Buyer Bank and Company Bank to enter into the Bank Merger Agreement and (ii) approving the Bank Merger Agreement and the Bank Merger, as the sole shareholders of Buyer Bank and Company Bank, respectively, and causing Company Bank to merge with and into Buyer Bank immediately following the Effective Time.

The Bank Merger. Immediately following the Effective Time, the Bank shall be merged with and into UNB UTB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended and the National Bank Merger Act, as amended, and UNB UTB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB UTB and all of the property, rights, powers and franchises of each of the Bank and UNB UTB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB UTB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws of UNB UTB shall become the articles certificate of association incorporation and bylaws of the Surviving Bank, the officers and employees of UNB UTB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB UTB shall determine, and the directors of UNB UTB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Vista as specified herein. In connection with the execution of this Agreement, the Bank and UNB UTB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Merger.

The Bank Merger. Immediately following the Effective Time, the Bank Community shall be then merged with and into UNB the Bank (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amendedamended (the "Banking Act") and the National Bank Act. In the Bank Merger, and UNB the Bank shall be the surviving bank (the "Surviving Bank"), except that at the Effective Time, the business of Community shall be operated as a division of the Surviving Bank named "Community National division of Hudson United Bank" or such other similar name agrexx xx by the parties hereto (the "New Division"). Upon the consummation of the Bank Merger, the separate existence of the Bank Community shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of Community and the Bank and UNB and all of the property, rights, privileges, powers and franchises of each of Community and the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of Community and the Bank and UNB and shall have succeeded to all of or each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles certificate of association incorporation and bylaws By-Laws of UNB the Bank shall become the articles certificate of association incorporation and bylaws By-Laws of the Surviving Bank, the officers and employees of UNB Bank and the officers and employees directors of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan Bank, except as specified hereinprovided in Section 5.20 hereof. In connection with Following the execution of this Agreement, Community and the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") ), both in form and substance reasonably satisfactory to the parties hereto, substantially the form of as set forth in Exhibit A, annexed 1.7 hereto, for delivery to the appropriate regulatory authorities Commissioner of the New Jersey Department of Banking and Insurance (the "Department"), the Federal Deposit Insurance Corporation (the "FDIC") and the Office of the Comptroller of the Currency (the "OCC") for approval of the Bank Merger.