Common use of The Bank Merger Clause in Contracts

The Bank Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below), Sterling Bank shall be merged with and into Xxxxxxx Bank in accordance with the provisions of, and with the effects provided in, applicable law (including 12 U.S.C. § 215a-1, 12 U.S.C. § 1831u and 12 U.S.C. § 1828(c)). At the Effective Time, the separate existence of Sterling Bank shall cease, and Xxxxxxx Bank, as the surviving entity in the Bank Merger (the “Surviving Bank”), shall continue its existence under the laws of the United States as a national banking association. 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. Immediately following the Effective Time, the Surviving Bank shall continue to operate the main office and each of the branches of Sterling Bank existing as of the Effective Time as branches of the Surviving Bank at the officially designated address of each such office or branch and shall continue to operate each of the branches of the Surviving Bank existing at the Effective Time, in each case without limiting the authority under applicable law of Xxxxxxx Bank or of the Surviving Bank (as applicable) to close, relocate or otherwise make any change regarding any such branch.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Webster Financial Corp)

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The Bank Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below), Sterling TCF National Bank shall be merged with and into Xxxxxxx The Huntington National Bank in accordance with the provisions of, and with the effects provided in, applicable law (including 12 U.S.C. § 215a-1, 12 U.S.C. § 1831u and 12 U.S.C. § 1828(c)). At the Effective Time, the separate existence of Sterling TCF National Bank shall cease, and Xxxxxxx The Huntington National Bank, as the surviving entity in the Bank Merger (the “Surviving Bank”), shall continue its existence under the laws of the United States as a national banking association. 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 TimeTime of the Bank Merger. Immediately following the Effective Time, the Surviving Bank shall continue to operate the main office and each of the branches of Sterling TCF National Bank existing as of the Effective Time as branches of the Surviving Bank at the officially designated address of each such office or branch and shall continue to operate each of the branches of the Surviving Bank existing at the Effective Time, in each case without limiting the authority under applicable law of Xxxxxxx The Huntington National Bank or of the Surviving Bank (as applicable) to close, relocate or otherwise make any change regarding any such branch.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Huntington Bancshares Inc/Md), Agreement and Plan of Merger (TCF Financial Corp)

The Bank Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below), Sterling Bank shall be merged with and into Xxxxxxx Wxxxxxx Bank in accordance with the provisions of, and with the effects provided in, applicable law (including 12 U.S.C. § 215a-1, 12 U.S.C. § 1831u and 12 U.S.C. § 1828(c)). At the Effective Time, the separate existence of Sterling Bank shall cease, and Xxxxxxx Wxxxxxx Bank, as the surviving entity in the Bank Merger (the “Surviving Bank”), shall continue its existence under the laws of the United States as a national banking association. 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. Immediately following the Effective Time, the Surviving Bank shall continue to operate the main office and each of the branches of Sterling Bank existing as of the Effective Time as branches of the Surviving Bank at the officially designated address of each such office or branch and shall continue to operate each of the branches of the Surviving Bank existing at the Effective Time, in each case without limiting the authority under applicable law of Xxxxxxx Wxxxxxx Bank or of the Surviving Bank (as applicable) to close, relocate or otherwise make any change regarding any such branch.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sterling Bancorp), Agreement and Plan of Merger (Sterling Bancorp)

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The Bank Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below)) and pursuant to the Act, Sterling Bank CBC shall be merged with and into Xxxxxxx Shore United Bank in accordance with the provisions of, and with the effects provided in, applicable law (including 12 U.S.C. § 215a-1, 12 U.S.C. § 1831u and 12 U.S.C. § 1828(c)215c). At the Effective Time, the separate existence of Sterling Bank CBC shall cease, and Xxxxxxx Shore United Bank, as the surviving entity in the Bank Merger (the “Surviving Bank”), shall continue its existence under the laws of the United States as a national banking association. 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, description of each of the merging banks existing as of the Effective TimeTime of the Bank Merger, all in accordance with the provisions of the Act. Immediately following the Effective Time, the Surviving Bank shall continue to operate the main office and each of the branches of Sterling Bank CBC existing as of the Effective Time as branches of the Surviving Bank at the officially designated address of each such office or branch and shall continue to operate each of the branches of the Surviving Bank existing at the Effective Time, in each case without limiting the authority under applicable law of Xxxxxxx Shore United Bank or of the Surviving Bank (as applicable) to close, relocate or otherwise make any change regarding any such branch.

Appears in 2 contracts

Samples: Shareholder Agreement (Shore Bancshares Inc), Shareholder Agreement (Community Financial Corp /Md/)

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