The Consolidation. On the Effective time of the Consolidation (as that term is defined in Paragraph 1.2 hereof), Bank and Interim Bank shall be consolidated under the charter of Bank (the "Consolidation"). The name of the consolidated association (the "Consolidated Bank") shall be "Goleta National Bank." The business of the Consolidated Bank shall be that of a national banking association and shall be conducted by the Consolidated Bank at its main office which shall be located at 5827 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000.
The Consolidation. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as hereinafter defined) Interim Bank shall consolidate with the Bank pursuant to Subchapter H of the TSBA and Section 215 of the NBA, with the Bank surviving. Upon consummation of the Consolidation, the separate existence of Interim Bank shall cease. The Bank shall be the surviving bank (the “Consolidated Bank”) in the Consolidation and shall continue its existence as a national banking association under the laws of the United States of America.
The Consolidation. Subject to the terms and conditions of this Agreement, on the Effective Date, Heritage and BCB shall consolidate into the Holding Company in accordance with the provisions of the BCL. The Holding Company shall be the corporation formed as a result of the Consolidation, shall continue its corporate existence under the laws of the Commonwealth of Pennsylvania and shall have its headquarters at 601 Penn Street, Reading, Pennsylvania (the "BCB Opxxxxxxxx Xxxxxx") xx xxxx xxxxx xxxxxxon in Reading, Pennsylvania as the parties may agree. From and after the Effective Date, the Consolidation shall have the effects set forth in Section 1929 of the BCL.
The Consolidation. On the Effective Date (as hereinafter defined), ----------------- the New Bank shall be consolidated with the Bank under the charter of the Bank, which shall survive the Consolidation ("Resulting Bank") and continue to be governed by the laws of the United States. The Consolidation shall be effected pursuant to the provisions of and shall have the effect provided by the National Bank Act, as amended (the "Act").
The Consolidation. Subject to the terms and conditions of this Agreement and the prior consummation of the Organization and the Conversion Merger, at the Effective Time, Parent Sub and the Converted Company shall consolidate in accordance with the requirements of Section 215 of the National Bank Act and the regulations of the OCC thereunder (the "Consolidation"). Upon consummation of the Consolidation, the separate corporate existence of Parent Sub shall cease and the Converted Company shall continue to exist as a national bank incorporated under the laws of the United States (the Converted Company, as the surviving corporation in the Consolidation, sometimes being referred to herein as the "Consolidated Corporation").
The Consolidation. 1 Section 1.1.The Consolidation..............................................................................1 Section 1.2.Closing........................................................................................1 Section 1.3.Effective Time.................................................................................2 Section 1.4.Effects of the Consolidation...................................................................2 Section 1.5.Articles of Incorporation and Regulations......................................................2 Section 1.6.Statutory Agent................................................................................2 Article 2. EFFECT OF THE CONSOLIDATION ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES.....................................................................................................2 Section 2.1.Effect on Capital Stock........................................................................2 (a) Cancellation of Certain Stock..................................................................2 (b) Conversion of Hannx Xxxmon Stock...............................................................3 (c) Conversion of Geon Common Stock................................................................3 (d) Conversion of Treasury Stock...................................................................3 Section 2.2.Xxxxxxxx xx Certificates.......................................................................4 (a) Exchange Agent.................................................................................4 (b) Exchange Procedures............................................................................4 (c) Distributions with Respect to Unexchanged Shares...............................................4 (d) No Further Ownership Rights....................................................................5 (e) No Fractional Shares...........................................................................5 (f) Termination of Exchange Fund...................................................................6 (g)
The Consolidation. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") and Ohio General Corporation Law (the "OGCL"), Hannx, Xxxx xxx Consolidation Corp. will consolidate into a new Ohio corporation (the "Resulting Corporation") at the Effective Time and the separate corporate existence of Hannx, Xxxx xxx Consolidation Corp. will thereupon cease.
The Consolidation. Subject to the terms and conditions of this Agreement, at the Effective Time (as hereafter defined), NYNB shall be consolidated with the Consolidation Sub in accordance with Section 215 of the National Bank Act and NYNB shall be the surviving bank (the “Consolidated Bank”). Immediately following the Effective Time of the Consolidation, the Consolidated Bank shall be merged with and into the Merger Sub as provided in Section 1.10 hereof. 1.3.
The Consolidation. At the Effective Time (as defined in Section 9), Eastside, Linden Hills and Wedge shall consolidate with and into one another pursuant to a statutory consolidation (the “Consolidation”) in accordance with the provisions of this Plan, the consolidation agreement dated September 12, 2016, by and between Eastside, Linden Hills and Wedge (the “Consolidation Agreement”) and the applicable provisions of the Minnesota Cooperative Law. As of the Effective Time, the separate existence of Eastside, Linden Hills and Wedge shall thereupon cease, and CAFC, Inc. (“CAFC”) shall be the newly formed entity as a result of the Consolidation and shall begin its corporate existence pursuant to the provisions of the Minnesota Cooperative Law.
The Consolidation. Subject to the provisions of this Plan and in accordance with the terms of 12 USC Sections 215(a) through 215(g) and 12 CFR Section 5.33, on the Effective Date, New Bank will consolidate with the Bank, under the charter of the Bank (the "Consolidation"), and the resulting consolidated national banking association will operate under the name "Grant National Bank" (the "Consolidated Association"). The Consolidated Association will be a separate direct subsidiary of USBN as a result of the Consolidation. After the Effective Date, the Board of Directors of the
