Common use of The Bank Merger Clause in Contracts

The Bank Merger. Except as provided below, after the Effective Time and at or after the close of business on the Closing Date, Marquis Bank (“Marquis Bank”), a Florida state-chartered bank and first-tier subsidiary of MBI, shall be merged (the “Bank Merger”) with and into Professional Bank, a Florida state-chartered bank and wholly owned first-tier subsidiary of PHC (“Professional Bank”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Professional Bank shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the Parties shall cause the Boards of Directors of Marquis Bank and Professional Bank, respectively, to approve a separate merger agreement (the “Bank Merger Agreement”) in substantially the form attached hereto as Exhibit C, and cause the Bank Merger Agreement to be executed and delivered as soon as practicable following the date of execution of this Agreement. The directors of the Surviving Bank immediately following the Effective Time shall consist of up to thirteen (13) directors, including the eight (8) PHC directors set forth on Schedule 1.7 to this Agreement and up to five (5) of the MBI directors to be mutually agreed by MBI and PHC as contemplated by Section 1.7 of this Agreement, provided that each such MBI director as contemplated by Section 1.7 to this Agreement shall be selected to serve on at least one of (a) the Board of Directors of the Surviving Company or (b) the Board of Directors of the Surviving Bank. PHC shall cause the Bank Merger to be effected following the Effective Time in accordance with the FBCA. As provided in the Bank Merger Agreement, the Bank Merger may be abandoned at the election of Professional Bank at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, Marquis Bank shall continue to operate under that name (together with any appendix required of national banking associations if its charter should be converted to that of a national bank).

The Bank Merger. Except as provided below, after the Effective Time and at or after the close of business on the Closing Date, Marquis Platinum Bank (“Marquis Bank”), a Florida state-chartered charted bank and wholly owned first-tier subsidiary of MBIPBHC, shall be merged (the “Bank Merger”) with and into Professional BankCenterState Bank of Florida, N.A., a Florida state-chartered bank national banking association and wholly owned first-tier subsidiary of PHC CenterState (“Professional CenterState Bank, N.A.”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Professional Bank CenterState Bank, N.A. shall be the surviving bank (the “Surviving Bank”). PBHC and the Bank are collectively referred to as the “PBHC Entities”. The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the Boards of Directors of the Parties shall cause the Boards of Directors of Marquis the Bank and Professional BankCenterState Bank of Florida, N.A., respectively, to approve a separate merger agreement (the “Bank Merger Agreement”) in substantially the form attached hereto as Exhibit CB, and cause the Bank Merger Agreement to be executed and delivered as soon as practicable following the date of execution of this Agreement. Each of CenterState and PBHC also shall approve the Bank Merger Agreement in their capacities as sole shareholders of CenterState Bank, N.A. and the Bank, respectively. The directors of the Surviving Bank immediately following the Effective Time shall consist of up the directors of CenterState Bank, N.A. immediately prior to thirteen (13) directorsthe Effective Time, including the eight (8) PHC and such directors set forth on Schedule 1.7 to this Agreement shall hold office until their respective successors are duly elected and up to five (5) of the MBI directors to be mutually agreed by MBI and PHC as contemplated by Section 1.7 of this Agreementqualified, provided that each such MBI director as contemplated by Section 1.7 to this Agreement shall be selected to serve on at least one of (a) the Board of Directors or their earlier death, resignation or removal. The officers of the Surviving Company or (b) the Board of Directors of the Surviving Bank. PHC shall cause the Bank Merger to be effected immediately following the Effective Time shall consist of the officers of CenterState Bank, N.A. immediately prior to the Effective Time, plus such officers of the Bank hired by CenterState, N.A. in accordance with the FBCABank Merger, and such officers shall hold office until their respective successors are duly elected and qualified or their earlier death, resignation or removal. As provided in the Bank Merger Agreement, the Bank Merger may be abandoned at the election of Professional Bank CenterState Bank, N.A. at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, Marquis the Bank shall continue to operate under that name the their respective names (together with any appendix required of national banking associations if its charter should be converted to that of a national bank).

The Bank Merger. Except as provided below, after the Effective Time and at or after the close of business on the Closing Date, Marquis Community Bank of Florida, Inc. (“Marquis Community Bank”), a Florida state-chartered bank and first-tier subsidiary of MBI, shall be merged (the “Bank Merger”) with and into Professional Bank, a Florida state-chartered bank and wholly owned first-tier subsidiary of PHC CBKS, shall be merged (the “Bank Merger”) with and into CenterState Bank of Florida, N.A., a national banking association and wholly owned first-tier subsidiary of CenterState (“Professional CenterState Bank, N.A.”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Professional Bank CenterState Bank, N.A. shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the Boards of Directors of the Parties shall cause the Boards of Directors of Marquis Community Bank and Professional CenterState Bank, N.A., respectively, to approve a separate merger agreement (the “Bank Merger Agreement”) in substantially the form attached hereto as Exhibit CB, and cause the Bank Merger Agreement to be executed and delivered as soon as practicable following the date of execution of this Agreement. Each of CenterState and CBKS also shall approve the Bank Merger Agreement in their capacities as sole shareholders of CenterState Bank, N.A. and Community Bank, respectively. The directors of the Surviving Bank immediately following the Effective Time shall consist of up the directors of CenterState Bank, N.A. immediately prior to thirteen (13) directorsthe Effective Time, including the eight (8) PHC and such directors set forth on Schedule 1.7 to this Agreement shall hold office until their respective successors are duly elected and up to five (5) of the MBI directors to be mutually agreed by MBI and PHC as contemplated by Section 1.7 of this Agreementqualified, provided that each such MBI director as contemplated by Section 1.7 to this Agreement shall be selected to serve on at least one of (a) the Board of Directors or their earlier death, resignation or removal. The officers of the Surviving Company or (b) the Board of Directors of the Surviving Bank. PHC shall cause the Bank Merger to be effected immediately following the Effective Time in accordance with shall consist of the FBCAofficers of CenterState Bank, N.A. immediately prior to the Effective Time, and such officers shall hold office until their respective successors are duly elected and qualified or their earlier death, resignation or removal. As provided in the Bank Merger Agreement, the Bank Merger may be abandoned at the election of Professional Bank CenterState Bank, N.A. at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, Marquis Community Bank shall continue to operate under that name (together with any appendix required of national banking associations if its charter should be converted to that of a national bank).

The Bank Merger. Except as provided below, after the Effective Time and at or after the close of business on the Closing Date, Marquis Gulfstream Business Bank (“Marquis Gulfstream Business Bank”), a Florida state-chartered bank and first-tier subsidiary of MBI, shall be merged (the “Bank Merger”) with and into Professional Bank, a Florida state-chartered bank and wholly owned first-tier subsidiary of PHC Gulfstream, shall be merged (the “Bank Merger”) with and into CenterState Bank of Florida, N.A., a national banking and wholly owned first-tier subsidiary of CenterState (“Professional CenterState Bank,” N.A.”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Professional Bank CenterState Bank, N.A. shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the Boards of Directors of the Parties shall approve, and shall cause the Boards of Directors of Marquis Gulfstream Business Bank and Professional CenterState Bank, N.A., respectively, to approve a separate merger agreement (the “Bank Merger Agreement”) in substantially the form attached hereto as Exhibit CB, and cause the Bank Merger Agreement to be executed and delivered as soon as practicable following the date of execution of this Agreement. Each of CenterState and Gulfstream also shall approve the Bank Merger Agreement in their capacities as sole shareholders of CenterState Bank, N.A. and Gulfstream Business Bank, respectively. The directors of the Surviving Bank immediately following the Effective Time shall consist of up the directors of CenterState Bank, N.A. immediately prior to thirteen (13) directors, including the eight (8) PHC Effective Time plus two directors set forth on Schedule 1.7 of Gulfstream to be identified by Gulfstream within 30 days after the date of this Agreement who are reasonably acceptable to CenterState, and up to five (5) of the MBI such directors to be mutually agreed by MBI shall hold office until their respective successors are duly elected and PHC as contemplated by Section 1.7 of this Agreementqualified, provided that each such MBI director as contemplated by Section 1.7 to this Agreement shall be selected to serve on at least one of (a) the Board of Directors or their earlier death, resignation or removal. The officers of the Surviving Company or (b) the Board of Directors of the Surviving Bank. PHC shall cause the Bank Merger to be effected immediately following the Effective Time in accordance with shall consist of the FBCAofficers of CenterState Bank, N.A. immediately prior to the Effective Time and Xxxx X. Xxxxxxx (who shall serve as Executive Vice President and Chief Banking Officer), and such officers shall hold office until their respective successors are duly elected and qualified or their earlier death, resignation or removal. As provided in the Bank Merger Agreement, the Bank Merger may be abandoned at the election of Professional Bank CenterState Bank, N.A. at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, Marquis Gulfstream Business Bank shall continue to operate under that name (together with any appendix required of national banking associations if its charter should be converted to that of a national bank)., and any abandonment of the Bank Merger shall not affect the service, titles or responsibilities of Xxxx X. Xxxxxxx as Executive Vice President and Chief Banking Officer of CenterState Bank, N.A.