Pinnacle Bank definition
Examples of Pinnacle Bank in a sentence
Immediately following the Effective Time, Pinnacle Bank, a Tennessee-chartered bank and, prior to the Effective Time, a wholly-owned Subsidiary of Pinnacle (“Pinnacle Bank”), shall become a member bank of the Federal Reserve System (the “FRS Membership”).
Each share of Pinnacle Bank capital stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and unaffected by the Bank Merger and shall immediately after the Effective Time constitute all of the issued and outstanding capital stock of the Surviving Bank.
During the Transition Period, all vacancies on any committee of the Boards of Directors of the Corporation and of Pinnacle Bank shall be promptly filled by the Boards of Directors of the Corporation and of Pinnacle Bank in compliance with the foregoing requirements.
The charter and bylaws of Pinnacle Bank in effect immediately prior to the Effective Time shall be the charter and the bylaws of the Surviving Bank, in each case until amended in accordance with applicable law and the terms thereof; provided that the charter and bylaws of Pinnacle Bank shall be amended effective at or prior to the Effective Time to the extent necessary to give effect to the provisions of Section 1.05, Section 1.06 and Section 1.07.
Pinnacle Bank is the only depository institution Subsidiary of Pinnacle, and the deposit accounts of Pinnacle Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Bank Merger Act) to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened.
Each of Pinnacle and Synovus shall approve the Bank Merger Agreement and the Bank Merger as the sole shareholder of Pinnacle Bank and Synovus Bank, respectively, and Pinnacle and Synovus shall, and shall cause Pinnacle Bank and Synovus Bank, respectively, to, execute certificates or articles of merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time.
True and complete copies of the Organizational Documents of Pinnacle Bank as in effect as of the date of this Agreement have previously been made available by Pinnacle to Synovus.
Promptly after the date of this Agreement, Pinnacle Bank and Synovus Bank will enter into an agreement and plan of merger in substantially the form set forth in Exhibit C (the “Bank Merger Agreement”).
Pinnacle Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of Synovus Bank shall cease.
Immediately following the effectiveness of the FRS Membership and the Effective Time, Synovus Bank, a Georgia-chartered bank and wholly-owned Subsidiary of Synovus (“Synovus Bank”), will merge with and into Pinnacle Bank (the “Bank Merger”).