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. 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. 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 of America. 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, 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. 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. 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. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with any and all applicable state Laws, the Constituent Owners will transfer, assign, convey, and set over unto XXX, and XXX will receive and accept from the Constituent Owners, all shares of Constituent Equity owned or held by the Constituent Owners, which shall constitute 100% of the ownership interest in each of the Constituents, free and clear of any Lien, in exchange for the Consolidation Consideration, as defined in Recital A.
The Consolidation. Subject to the terms and conditions of this Agreement and the prior consummation of the Organization and the Conversion, at the Effective Time, Interim Sub and the 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"), the separate corporate existence of Interim Sub shall cease and the Company shall continue to exist as a national bank incorporated under the laws of the United States (the Company, as the surviving corporation in the Consolidation, sometimes being referred to herein as the "Consolidated Corporation").
The Consolidation. Subject to the terms and conditions set forth in the Consolidation Agreement, on the Effective Date, New Bank shall be consolidated with and into Texas National, with Texas National as the Surviving Bank, under the charter and Articles of Association of Texas National, as determined by the OCC, and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares be canceled and be converted into shares of common stock of the Surviving Bank. The shares of common stock of the Surviving Bank into which such New Bank Common Stock is converted shall represent ownership of 100% of the issued and outstanding capital stock of the Surviving Bank, all of which shall be owned by Bancshares.
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)
