Common use of The Combination Clause in Contracts

The Combination. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall merge with and into Parent (the “Merger”) and the separate corporate existence of the Company shall cease. Parent shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and shall continue to exist as a California corporation with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Immediately after the Merger, the Company Bank will be merged (the “Bank Merger”) with and into First National Bank (the “Surviving Bank”). Upon consummation of the Bank Merger, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be appointed the Chief Executive Officer of the Surviving Bank. Subject to the immediately preceding sentence, Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable Law, after the Company’s stockholders have adopted this Agreement), change the method of effecting the Merger and/or the Bank Merger (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company into Parent, but rather merge a Subsidiary of Parent into the Company, and not to merge the Company Bank into a Subsidiary of Parent, if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration to be paid to holders of Company Common Stock, (ii) adversely affect the Tax treatment of the Company’s stockholders as a result of receiving the Merger Consideration, (iii) materially impede, delay or prevent consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the stockholders of the Company.

The Combination. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall merge with and into Parent (the “Merger”) and the separate corporate existence of the Company shall cease. Parent shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and shall continue to exist as a California corporation with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Immediately after the Merger, the Company Bank will be merged (the “Bank Merger”) with and into First National Parent Bank (the “Surviving Bank”). Upon consummation of the Bank Merger, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be appointed the Chief Executive Officer of the Surviving Bank. Subject to the immediately preceding sentence, Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable Law, after the Company’s stockholders shareholders have adopted this Agreement), change the method of effecting the Merger and/or the Bank Merger (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company into Parent, but rather merge a Subsidiary of Parent into the Company, and not to merge the Company Bank into a Subsidiary of Parent, if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration to be paid to holders of Company Common Stock, (ii) adversely affect the Tax treatment of the Company’s stockholders shareholders as a result of receiving the Merger Consideration, (iii) materially impede, delay or prevent consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the stockholders shareholders of the Company.

The Combination. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall consummate the Merger with the Company shall merge with and into Parent (the “Merger”) and the separate corporate existence of the Company Merger Subsidiary shall cease. Parent The Company shall be the surviving corporation in the Merger Merger, and shall continue to exist as a California state-chartered bank (sometimes hereinafter referred to as the “Surviving CorporationBank”), and shall continue to exist as a California corporation ) with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Immediately after the Merger, the Company Bank will be merged (the “Bank Merger”) with and into First Pacific Western National Bank (the “Surviving Bank”). Upon consummation , a national banking association, all of the Bank Mergeroutstanding capital stock of which is directly owned by Parent, ▇▇▇▇▇▇▇ ▇or another wholly-owned direct Subsidiary of Parent. ▇▇▇▇▇▇ shall be appointed the Chief Executive Officer of the Surviving Bank. Subject to the immediately preceding sentence, Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable Lawlaw, after the Company’s stockholders shareholders have adopted this Agreement), approved the principal terms of the Merger) change the method of effecting the combination of Merger and/or Subsidiary with the Bank Merger Company (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company into Parent, but rather merge a Subsidiary of Parent into the Company, and not to merge the Company Bank into a Subsidiary of Parent, ) if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration consideration to be paid to holders of Company Common StockStock as provided for in this Agreement, (ii) adversely affect the Tax treatment of the Company’s stockholders as a result of receiving the Merger Considerationprevent, (iii) materially impede, impede or materially delay or prevent consummation of the Merger or the other transactions contemplated by this Agreement or (iviii) otherwise be materially prejudicial to the interests of the stockholders shareholders of the Company.

The Combination. Upon the terms and subject to the conditions set forth in this Agreement, at At the Effective Time, the Company Merger Subsidiary shall merge with and into Parent the Company (the “"Merger”) and "), the separate corporate existence of Merger Subsidiary shall cease and the Company shall cease. Parent shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), survive and shall continue to exist as a California corporation with all its rightsstate-chartered bank (the Company, privileges, immunities, powers and franchises continuing unaffected by as the surviving entity in the Merger, sometimes being referred to herein as the "Surviving Bank"). Immediately after the Merger, the Company Surviving Bank will be merged (the “Bank Merger”) combined with and into First National Bank (the “Surviving Bank”). Upon consummation one of the Bank Merger, ▇▇▇▇▇▇▇ ▇Parent Subsidiaries. ▇▇▇▇▇▇ shall be appointed the Chief Executive Officer of the Surviving Bank. Subject to the immediately preceding sentence, Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable Lawlaw, after the Company’s stockholders 's shareholders have adopted approved this Agreement), change the method of effecting the combination of Merger and/or Subsidiary with the Bank Merger Company (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge Merger Subsidiary with and into the Company into ParentCompany, but rather merge a Subsidiary any of the Parent Subsidiaries with and into the Company, and not to merge the Company Bank into a Subsidiary of Parent, if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration consideration to be paid issued to holders of Company Common Stock, Stock as provided for in this Agreement (iithe "Merger Consideration"),(ii) adversely affect the Tax tax treatment of the Company’s stockholders 's shareholders as a result of receiving the Merger Consideration, (iii) materially impede, impede or delay or prevent consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the stockholders shareholders of the Company.

The Combination. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall merge with and into Parent (the “Merger”) and the separate corporate existence of the Company shall cease. Parent shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and shall continue to exist as a California corporation bank holding company organized under the laws of the State of Delaware with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Immediately after the Merger, the Company Bank will be merged (the “Bank Merger”) with and into First National Bank (the “Surviving Bank”). Upon consummation of the Bank Merger, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be appointed the Chief Executive Officer of the Surviving Bank. Subject to the immediately preceding sentence, Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable Lawlaw, after the Company’s stockholders shareholders have adopted this Agreementapproved the Plan of Merger so long as approval of such change by the Company’s shareholders is not required under applicable law), change the method of effecting the Merger and/or acquisition of the Bank Merger Company (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company into Parentwith Parent or any of its existing Subsidiaries, but rather merge with a Subsidiary of Parent into the Company, and not to merge the Company Bank into a Subsidiary merger subsidiary of Parent), if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration consideration to be paid issued to holders of Company Common StockStock as provided for in this Agreement, (ii) prevent, materially impede or materially delay consummation of the Merger or the other transactions contemplated by this Agreement, (iii) adversely affect the Tax tax treatment of the Company’s stockholders shareholders as a result of receiving the Merger Consideration, (iii) materially impede, delay or prevent consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the stockholders shareholders of the Company.

The Combination. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company Merger Subsidiary shall merge with and into Parent (the “Merger”) Company to consummate the Merger and the separate corporate existence of the Company Merger Subsidiary shall cease. Parent The Company shall be the surviving corporation in the Merger Merger, and shall continue to exist as a California state-chartered bank (sometimes hereinafter referred to as the “Surviving CorporationBank”), and shall continue to exist as a California corporation ) with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Immediately after the Merger, the Company Surviving Bank will be merged (the “Bank Merger”) with and into First Pacific Western National Bank (the “Surviving Bank”). Upon consummation , a national banking association, all of the Bank Mergeroutstanding capital stock of which is directly owned by Parent, ▇▇▇▇▇▇▇ ▇or another wholly-owned direct Subsidiary of Parent. ▇▇▇▇▇▇ shall be appointed the Chief Executive Officer of the Surviving Bank. Subject to the immediately preceding sentence, Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable Lawlaw, after the Company’s stockholders have adopted this Agreement), Company Shareholder Approval) change the method of effecting the combination of Merger and/or Subsidiary with the Bank Merger Company (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company into Parent, but rather merge a Subsidiary of Parent into the Company, and not to merge the Company Bank into a Subsidiary of Parent, ) if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration consideration to be paid to holders of Company Common StockStock as provided for in this Agreement, (ii) adversely affect the Tax treatment of the Company’s stockholders as a result of receiving the Merger Considerationprevent, (iii) materially impede, impede or materially delay or prevent consummation of the Merger or the other transactions contemplated by this Agreement or (iviii) otherwise be materially prejudicial to the interests of the stockholders shareholders of the Company.