Common use of Structure of the Merger Clause in Contracts

Structure of the Merger. Subject to the terms and conditions of this Agreement, Purchaser will cause a West Virginia corporation to be organized as a wholly owned special purpose Subsidiary of Purchaser ("Merger Sub"). At the Effective Time, Merger Sub will merge with and into Seller, with Seller being the surviving entity (the "Surviving Corporation"), pursuant to the provisions of, and with the effect provided in, the WVBCA and pursuant to the terms and conditions of an agreement and plan of merger ("Plan of Merger") to be entered into between Merger Sub and Seller in the form attached hereto as Exhibit A. The separate corporate existence of Merger Sub shall thereupon cease. The Surviving Corporation shall be governed by the laws of the State of West Virginia and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time, the certificate of incorporation and bylaws of Seller shall be amended in their entirety to conform to the certificate of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time and shall become the certificate of incorporation and bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Merger Sub shall become the directors and officers of the Surviving Corporation. As part of the Merger, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03. Seller acknowledges that the structure may change in the event Purchaser enters into an agreement to engage in an "Additional Transaction" as defined in Section 4.09. Notwithstanding the foregoing, Purchaser may, at its own discretion, alter the means by which the Merger is affected provided that such alteration does not change the (i) form and amount of the Merger Consideration or (ii) tax consequences of the Merger to Seller's shareholders.

Structure of the Merger. Subject to the terms and conditions of this Agreement, Purchaser will cause a West Virginia Delaware corporation to be organized as a wholly owned special purpose Subsidiary subsidiary of Purchaser or the Bank ("“Merger Sub"”). At the Effective Time, Merger Sub will merge (the “Merger”) with and into Seller, with Seller being the surviving entity (the "“Surviving Corporation"”), pursuant to the provisions of, and with the effect provided in, the WVBCA DGCL and pursuant to the terms and conditions of an agreement and plan of merger ("“Plan of Interim Merger"”) to be entered into between Merger Sub and Seller in the form attached hereto as Exhibit A. B. The separate corporate existence of Merger Sub shall thereupon cease. The Surviving Corporation shall continue to be governed by the laws of the State of West Virginia Delaware and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time, the certificate of incorporation and bylaws of Seller shall be amended in their entirety to conform to the certificate of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time and shall become the certificate of incorporation and bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Merger Sub shall become the directors and officers of the Surviving Corporation. As part of the Merger, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03. Seller acknowledges that the structure may change in the event Purchaser enters into an agreement to engage in an "Additional Transaction" as defined in Section 4.09. Notwithstanding the foregoing, Purchaser may, at its own discretion, alter the means by which the Merger is affected provided that such alteration does not change the (i) form and amount of the Merger Consideration or (ii) tax consequences of the Merger to Seller's shareholders.

Structure of the Merger. Subject to the terms and conditions of this Agreement, Purchaser will cause a West Virginia Delaware corporation to be organized as a wholly owned special purpose Subsidiary subsidiary of Purchaser or the Bank ("Merger Sub"). At the Effective Time, Merger Sub will merge (the "Merger") with and into Seller, with Seller being the surviving entity (the "Surviving Corporation"), pursuant to the provisions of, and with the effect provided in, the WVBCA DGCL and pursuant to the terms and conditions of an agreement and plan of merger ("Plan of Interim Merger") to be entered into between Merger Sub and Seller in the form attached hereto as Exhibit A. B. The separate corporate existence of Merger Sub shall thereupon cease. The Surviving Corporation shall continue to be governed by the laws of the State of West Virginia Delaware and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time, the certificate of incorporation and bylaws of Seller shall be amended in their entirety to conform to the certificate of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time and shall become the certificate of incorporation and bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Merger Sub shall become the directors and officers of the Surviving Corporation. As part of the Merger, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03. Seller acknowledges that the structure may change in the event Purchaser enters into an agreement to engage in an "Additional Transaction" as defined in Section 4.09. Notwithstanding the foregoing, Purchaser may, at its own discretion, alter the means by which the Merger is affected provided that such alteration does not change the (i) form and amount of the Merger Consideration or (ii) tax consequences of the Merger to Seller's shareholders.

Structure of the Merger. Subject to the terms and conditions of this Agreement, Purchaser Bank will cause a West Virginia corporation Charter Acquisition Sub I, Inc., to be organized as a wholly an Alabama wholly-owned special purpose Subsidiary subsidiary of Purchaser Bank ("“Merger Sub"”). At On the Effective TimeDate (as defined in Section 7.01), Merger Sub will merge (the “Merger”) with and into Seller, with Seller being the surviving entity (the "“Surviving Corporation"”), pursuant to the provisions of, and with the effect provided in, the WVBCA Alabama Business Corporation Act (“ABCA”) and pursuant to the terms and conditions of an agreement and plan of merger ("Plan of Merger") to be entered into between Merger Sub and Seller in the form attached hereto as Exhibit Annex A. The separate corporate existence of Merger Sub shall thereupon cease. The Surviving Corporation shall continue to be governed by the laws of the State of West Virginia Alabama and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective TimeTime (as defined in Section 7.01), the certificate articles of incorporation and bylaws of Seller shall be amended in their entirety to conform to the certificate articles of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time and shall become the certificate articles of incorporation and bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Merger Sub shall become the directors and officers of the Surviving Corporation. As part The name of the Mergersurviving Corporation shall be EBA Bancshares, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03. Seller acknowledges that the structure may change in the event Purchaser enters into an agreement to engage in an "Additional Transaction" as defined in Section 4.09. Notwithstanding the foregoing, Purchaser may, at its own discretion, alter the means by which the Merger is affected provided that such alteration does not change the (i) form and amount of the Merger Consideration or (ii) tax consequences of the Merger to Seller's shareholders.Inc.