Common use of The Combination Clause in Contracts

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 and the separate corporate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger, and shall continue to exist as a California state-chartered bank (sometimes hereinafter referred to as the “Surviving Bank”) with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Immediately after the Merger, the Company will be merged with and into Pacific Western National Bank, a national banking association, all of the outstanding capital stock of which is directly owned by Parent, or another wholly-owned direct Subsidiary of Parent. Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after the Company’s shareholders have approved the principal terms of the Merger) change the method of effecting the combination of Merger Subsidiary with the Company (including, without limitation, the provisions of this Article II ) 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 consideration to be paid to holders of Company Common Stock 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 or (iii) otherwise be prejudicial to the interests of the 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 Napa shall consummate merge with and into Bank (the Merger with the Company “Merger”) and the separate corporate existence of Merger Subsidiary Napa shall cease. The Company Bank shall be the surviving corporation in the Merger, and shall continue to exist as a California state-chartered bank Merger (sometimes hereinafter referred to as the “Surviving Bank”) ), 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 will be merged with and into Pacific Western National Bank, a national banking association, all of the outstanding capital stock of which is directly owned by Parent, or another wholly-owned direct Subsidiary of Parent. Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable lawLaw, after the CompanyNapa’s shareholders have approved the principal terms of the Merger) adopted this Agreement), change the method of effecting the combination of Merger Subsidiary with the Company (including, without limitation, the provisions of this Article II ) and including, without limitation, by electing not to merge Napa into Bank, 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 consideration the Merger Consideration to be paid to holders of Company Napa Common Stock as provided for in this AgreementStock, (ii) preventadversely affect the Tax treatment of Napa’s shareholders as a result of receiving the Merger Consideration, (iii) materially impede impede, delay or materially delay prevent consummation of the Merger or the other transactions contemplated by this Agreement or (iiiiv) otherwise be materially prejudicial to the interests of the shareholders of the CompanyNapa.

The Combination. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary Napa shall consummate merge with and into Bank (the Merger with the Company “Merger”) and the separate corporate existence of Merger Subsidiary Napa shall cease. The Company Bank shall be the surviving corporation in the Merger, and shall continue to exist as a California state-chartered bank Merger (sometimes hereinafter referred to as the “Surviving Bank”) ), 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 will be merged with and into Pacific Western National Bank, a national banking association, all of the outstanding capital stock of which is directly owned by Parent, or another wholly-owned direct Subsidiary of Parent. Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable lawLaw, after the CompanyNapa’s shareholders have approved the principal terms of the Merger) adopted this Agreement), change the method of effecting the combination of Merger Subsidiary with the Company (including, without limitation, the provisions of this Article II ) and including, without limitation, by electing not to merge Napa into Bank, 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 consideration the Merger Consideration to be paid to holders of Company Napa Common Stock as provided for in this AgreementStock, (ii) preventadversely affect the Tax treatment of Napa’s shareholders as a result of receiving the Merger Consideration, (iii) materially impede impede, delay or materially delay prevent consummation of the Merger or the other transactions contemplated by this Agreement or (iiiiv) otherwise be materially prejudicial to the interests of the shareholders of the Company.Napa. (b)

The Combination. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall merge with and into the Company to consummate the Merger with the Company and the separate corporate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger, and shall continue to exist as a California state-chartered bank (sometimes hereinafter referred to as the “Surviving Bank”) 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 with and into Pacific Western National Bank, a national banking association, all of the outstanding capital stock of which is directly owned by Parent, or another wholly-owned direct Subsidiary of Parent. Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after the Company’s shareholders have approved the principal terms of the MergerCompany Shareholder Approval) change the method of effecting the combination of Merger Subsidiary with the Company (including, without limitation, the provisions of this Article II ) 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 consideration to be paid to holders of Company Common Stock 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 or (iii) otherwise be prejudicial to the interests of the shareholders of the Company.