Subsidiary Bank Merger definition

Subsidiary Bank Merger has the meaning set forth in Section 2.05(a).
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Subsidiary Bank Merger has the meaning set forth in Section 6.17.
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Examples of Subsidiary Bank Merger in a sentence

  • Prior to the Subsidiary Merger Effective Time, such parties shall take all actions necessary to approve and adopt any and all other agreements and documents to effect the Subsidiary Bank Merger.

  • Prior to the Effective Time, such parties shall take all actions necessary to approve and adopt any and all other agreements and documents to effect the Subsidiary Bank Merger.

  • Blue Ridge Bank shall be the surviving bank in the Subsidiary Bank Merger (sometimes referred to herein as the “Continuing Bank” whenever reference is made to it as of the effective date and time of the Subsidiary Bank Merger (the “Subsidiary Merger Effective Time”) or thereafter).

  • Except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of each class of Limestone Common Stock (the “Requisite Limestone Vote”), and the adoption and approval of the Subsidiary Bank Merger Agreements by Limestone as sole shareholder of Limestone Bank, no other corporate proceedings on the part of Limestone are necessary to approve this Agreement or to consummate the transactions contemplated hereby.

  • The execution and delivery of this Agreement and the consummation of the Parent Merger and the Subsidiary Bank Merger have been duly and validly approved by the Board of Directors of Limestone.

  • Peoples Bank shall be the surviving entity in the Subsidiary Bank Merger and, following the Subsidiary Bank Merger, the separate corporate existence of Limestone Bank shall cease and Peoples Bank shall survive and continue to exist as an Ohio-chartered commercial bank.

  • No opinion is expressed with respect to the federal income tax consequences, if any, of the Subsidiary Bank Merger.

  • The separate corporate existence of HomeTown Bank thereupon shall cease, and American National Bank will be the surviving bank in the Subsidiary Bank Merger.

  • Accordingly, and except as expressly set forth above, we express no opinion as to the tax consequences, whether federal, state, local or foreign, of the IFC Merger, the IFC Subsidiary Bank Merger or of any transactions related to the IFC Merger or the IFC Subsidiary Bank Merger.

  • The Subsidiary Bank Merger Agreement and this Merger Agreement shall have been approved at a meeting of the stockholders of MSB by the requisite vote of stockholders.

Related to Subsidiary Bank Merger

  • Bank Merger has the meaning set forth in the recitals.

  • Subsidiary Bank means any Subsidiary which is a Bank.

  • Bank Subsidiary means the subsidiary or subsidiaries or the Bank which may from time to time be specified by the Bank to the Customer;

  • Principal Subsidiary Bank means any Subsidiary which is a Bank and has total assets equal to 50 percent or more of the consolidated assets of the Company determined as of the date of the most recent financial statements of such entities.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Surviving Bank has the meaning set forth in Section 1.03.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Subsidiary of the Company means any foreign or U.S. domestic corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

  • Second Merger has the meaning set forth in the Recitals.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Subsidiary Agreements means said agreements collectively.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Amalgamating Corporations means both of them;

  • Borrowing Subsidiary means any Subsidiary that has been designated as such pursuant to Section 2.18 and that has not ceased to be a Borrowing Subsidiary as provided in such Section.

  • Company Merger has the meaning set forth in the recitals hereto.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Borrowing Subsidiary Agreement means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.

  • MergerSub has the meaning set forth in the Preamble.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Merger Sub II has the meaning set forth in the Preamble.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.