The Bank Mergers. Xxxxxxxxxx and VFSC shall take all actions necessary and appropriate, including causing the entering into of appropriate merger agreements (the "Bank Merger Agreements"), to cause their respective Subsidiary banks to merge with and into each other (individually, a "Bank Merger" and collectively, the "Bank Mergers"), as Xxxxxxxxxx deems advisable, in each case in accordance with applicable laws and regulations and the terms of the applicable Bank Merger Agreement and as soon as practicable after A-28
The Bank Mergers. (i) Roma Bank shall merge with and into Investors Bank with Investors Bank (the “Roma Bank Merger”) as the surviving entity pursuant to the merger agreement substantially in the form of Exhibit B hereto (the “Roma Bank Merger Agreement”). The separate existence of Roma Bank shall cease, and all of the property (real, personal and mixed), rights, powers and duties and obligations of Roma Bank shall be transferred to and assumed by Investors Bank as the surviving entity in the Roma Bank Merger, without further act or deed, all in accordance with the Banking Act, the Bank Merger Act, applicable Regulations, and the HOLA, as applicable. As a result of the Roma Bank Merger, each holder of a deposit account in Roma Bank as of the effective time of the Roma Bank Merger shall have the same rights and privileges in Investors MHC as if the deposit account had been established at Investors Bank on the date established at Roma Bank (or any predecessor bank acquired by Roma Bank in a merger), and all deposit accounts established at Roma Bank (or any predecessor bank acquired by Roma Bank in a merger) prior to the effective time of the Roma Bank Merger shall confer on a depositor the same rights and privileges in Investors MHC as if such deposit account had been established at Investors Bank on the date established at Roma Bank (or any predecessor bank acquired by Roma Bank in a merger) including without limitation for purposes of any subscription rights in any future conversion of Investors MHC to stock form. Subject to Section 6.10 of this Agreement, the directors and officers of Investors Bank immediately prior to the Bank Merger Effective Date shall be the directors and officers of surviving entity, in each case until their respective successors are duly elected or appointed and qualified.
The Bank Mergers. Immediately following consummation of the Corporate Merger on the Effective Date or as soon thereafter as InterWest may deem appropriate:
The Bank Mergers. Following the merger of FNC into NBC, First National Bank of West Point shall be merged into National Bank of Commerce of Mississippi, and National Bank of the South shall be merged into National Bank of Commerce. Thereafter and subsequent to the foregoing mergers, National Bank of Commerce shall be merged into National Bank of Commerce of Mississippi. In the event there is any impediment to the merger of National Bank of Commerce into National Bank of Commerce of Mississippi, it shall be deferred until that merger may be fully consummated, but any such delay in the merger of National Bank of Commerce into National Bank of Commerce of Mississippi shall neither prevent nor impede the mergers of National Bank of the South into National Bank of Commerce, the merger of First National Bank of West Point into National Bank of Commerce of Mississippi or the Holding Company Merger.
The Bank Mergers. Immediately following the Effective Time, JBPA shall be then merged with and into the Bank in accordance with the provisions of the New Jersey Banking Act of 1948, as amended (the "New Jersey Banking Act") and the Pennsylvania Banking Code of 1965, as amended (the "Pennsylvania Code") and JBNJ shall be merged with and into the Bank in accordance with the New Jersey Banking Act (the "Bank Mergers"). In each of the Bank Mergers, the Bank shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Mergers, the separate existence of each of the Xxxxxxxxx Xxxxx shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Xxxxxxxxx Xxxxx and the Bank and all of the property, rights, privileges, powers and franchises of each of the Xxxxxxxxx Xxxxx and the 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 Xxxxxxxxx Xxxxx and the Bank and shall have succeeded to all 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 Mergers, the certificate of incorporation and Bylaws of the Bank shall be the certificate of incorporation and Bylaws of the Surviving Bank and the officers and directors of the Bank shall be the officers and directors of the Surviving Bank. Following the execution of this Agreement, JBPA and the Bank shall execute and deliver a merger agreement and JBNJ and the Bank shall execute and deliver a merger agreement (collectively, the "Bank Merger Agreements"), both in form and substance reasonably satisfactory to the parties hereto, each as substantially set forth in Exhibit 1.7 hereto, for delivery to the Commissioner of the New Jersey Department of Banking and Insurance (the "New Jersey Department"), the Pennsylvania Department of Banking (the "Pennsylvania Department"), and the Federal Deposit Insurance Corporation (the "FDIC"), with respect to the merger of JBPA into the Bank, and to the New Jersey Department and the FDIC, with respect to the merger of JBNJ into the Bank, for approval of the Bank Mergers.
The Bank Mergers. PHFG and the Company shall take all action necessary and appropriate, including causing the entering into of appropriate merger agreements (the "Bank Merger Agreements"), to cause (i) the Company Massachusetts Banks to merge with and into the PHFG Massachusetts Bank and (ii) the Company New Hampshire Bank to merge with and into the PHFG New Hampshire Bank (individually a "Bank Merger" and collectively the "Bank Mergers"), in each case in accordance with applicable laws and regulations and the terms of the applicable Bank Merger Agreement and as soon as practicable after consummation of the Merger.
