Subsidiary Merger Effective Time definition

Subsidiary Merger Effective Time shall be the date and time when the Subsidiary Merger becomes effective, as set forth in the Certificate of Merger.

Subsidiary Merger Effective Time shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between Blue Ridge Bankshares, Inc., the Corporation’s parent company, and FVCB, as the same may be amended from time to time (the “Merger Agreement”). Until the date of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”): no vacancy on the Board created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelines and all applicable laws and regulations.

Subsidiary Merger Effective Time means the time that the Articles of Merger and the Certificate of Merger evidencing shareholder approval of the Subsidiary Merger is filed with the Louisiana Secretary of State and Delaware Secretary of State, respectively, or such other time as set forth in the Articles of Merger and Certificate of Merger or as determined in accordance with applicable law.

Examples of Subsidiary Merger Effective Time in a sentence

• This Agreement also may be terminated at any time prior to the Subsidiary Merger Effective Time by mutual consent of the Buyer Bank and the Bank in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board.

• None of the agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Subsidiary Merger Effective Time, except for those covenants and agreements contained herein that by their terms apply in whole or in part after the Subsidiary Merger Effective Time, and except to the extent set forth herein or in the Parent Merger Agreement.

• The shares of the Bank Common Stock issued and outstanding immediately prior to the Subsidiary Merger Effective Time shall remain outstanding and unchanged after the Subsidiary Merger.

• The shares of common stock, $100 par value per share, of the Buyer Bank issued and outstanding immediately prior to the Subsidiary Merger Effective Time shall remain outstanding and unchanged after the Subsidiary Merger.

• 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.

• During the period from the date of this Agreement and continuing until the Subsidiary Merger Effective Time, each of the parties hereto agrees to observe and perform all agreements and covenants of Buyer and the Company in the Parent Merger Agreement that pertain or are applicable to the Buyer Bank and the Bank, respectively.

• At the Subsidiary Merger Effective Time, by virtue of the Subsidiary Merger and without any action on the part of the holder of any shares of common stock, $0.01 par value per share, of the Bank (the “Bank Common Stock”), all issued and outstanding shares of Bank Common Stock shall automatically be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor.

• No other directors of BHRB or SMMF shall be designated to serve on the Board of Directors of the Continuing Bank at the Subsidiary Merger Effective Time.

• Effective as of the Subsidiary Merger Effective Time (as defined herein), and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors of the Corporation shall be comprised of 16 Directors, of which eight shall be members of the Board of Directors of the Corporation prior to the Subsidiary Merger Effective Time, and eight shall be members of the Board of Directors of FVCBankcorp, Inc.

• This Agreement may be terminated at any time prior to the Subsidiary Merger Effective Time by mutual consent of the Bank and Community in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire board.

More Definitions of Subsidiary Merger Effective Time

Subsidiary Merger Effective Time and “Continuing Bank” shall have the same meanings as defined in the Agreement and Plan of Reorganization, dated as of August 24, 2023, between Xxxxx & Xxxxxxx Financial Services Corp. (“BHRB”) and Summit Financial Group, Inc. (“SMMF”), as the same may be amended from time to time (the “Merger Agreement”). At the first two annual meetings of shareholders following the Subsidiary Merger Effective Time, the Board of Directors of the Continuing Bank and BHRB, as the sole shareholder of the Continuing Bank, shall nominate and reelect, respectively, each B&H Bank Continuing Director and each SCB Continuing Director to the Board of Directors of the Continuing Bank, and the Continuing Bank’s proxy materials with respect to such annual meeting shall include the recommendation of the Board of Directors of the Continuing Bank that BHRB, as the sole shareholder of the Continuing Bank, vote to reelect each B&H Bank Continuing Director and each SCB Continuing Director to the Board of Directors of the Continuing Bank. From and after the Subsidiary Merger Effective Time until the date that is two years after the date of the next annual meeting, no vacancy on the Board created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Continuing Bank (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a B&H Bank Continuing Director, not less than a majority of the B&H Bank Continuing Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a SCB Continuing Director, not less than a majority of the SCB Continuing Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy. Notwithstanding the foregoing, any appointment, nomination, and recommendation pursuant to this Article III, Section 2 shall be made in accordance with the Continuing Bank’s corporate governance guidelines, applicable law and the rules of The Nasdaq Stock Market, LLC (or other national securities exchange on which securities of BHRB, as the sole shareholder of the Continuing Bank, are listed).

Subsidiary Merger Effective Time shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of September 30, 2020, between Virginia National Bankshares Corporation, the Bank’s parent company, and FBSS, as the same may be amended from time to time.

Subsidiary Merger Effective Time has the meaning set forth in Section 2.2(b).