Common use of Execution and Authorization of Bank Merger Agreement Clause in Contracts

Execution and Authorization of Bank Merger Agreement. (a) As soon as reasonably practicable after the date of this Agreement, (a) Parent shall (i) cause the Board of Directors of the Parent Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Parent Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder of the Parent Bank, and (b) the Company shall (i) cause the Board of Directors of the Company Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Company Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder of the Company Bank. (b) The Bank Merger Agreement shall provide that effective as of the effective time of the Bank Merger, the Surviving Bank shall cause its Board of Directors to be expanded by five members, and shall appoint the Bank Directors (as defined below) to fill the vacancies on the Surviving Bank’s Board of Directors created by such increase, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified. The Bank Merger Agreement shall contain other terms that are normal and customary in light of the transactions contemplated hereby and such additional terms as are necessary to carry out the purposes of this Agreement. The term “Bank Directors” shall mean the five individuals who shall be mutually selected by the Company and Parent from the independent members of the Company’s Board of Directors to become members of the Board of Directors of Surviving Bank as of the effective time of the Bank Merger pursuant to the Bank Merger Agreement.

Execution and Authorization of Bank Merger Agreement. (a) As soon as reasonably practicable after the date of this Agreement, (a) Parent shall (i) cause the Board of Directors of the Parent Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Parent Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder of the Parent Bank, and (b) the Company shall (i) cause the Board of Directors of the Company Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Company Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder of the Company Bank. (b) The Bank Merger Agreement shall provide that (i) effective as of the effective time of the Bank Merger, the Surviving Bank shall cause its Board of Directors to be expanded by five four members, and shall appoint the Bank Directors (as defined below) to fill the vacancies on the Surviving Bank’s Board of Directors created by such increase, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified, and (ii) if permitted by law, the Bank Directors shall hold office for a period of no less than two years from the effective time of the Bank Merger. The Bank Merger Agreement shall contain other terms that are normal and customary in light of the transactions contemplated hereby and such additional terms as are necessary to carry out the purposes of this Agreement. The term “Bank Directors” shall mean the five four individuals who shall be mutually selected designated by the Company and Parent from after consultation with the independent members of the Company’s Board of Directors Parent, to become members of the Board of Directors of Surviving Bank as of the effective time of the Bank Merger pursuant to the Bank Merger Agreement.

Execution and Authorization of Bank Merger Agreement. (a) As soon as reasonably practicable after the date of this Agreement, (a) Parent shall (i) cause the Board of Directors of the Parent Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Parent Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder of the Parent Bank, and (b) the Company shall (i) cause the Board of Directors of the Company Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Company Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder of the Company Bank. (b) The Bank Merger Agreement shall provide that effective as of the effective time of the Bank Merger, the Surviving Bank shall cause and its Board of Directors to be expanded by five members, and shall appoint each of the Bank Appointed Directors (as defined below) to fill a director of the vacancies on the Surviving Parent Bank’s Board of Directors created by such increase, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly (and Parent hereby covenants to vote in favor of such appointment to the extent necessary). If any such person does not become a director of the Surviving Bank because of death, disability or otherwise, Parent agrees, after consultation with the members of the Company’s Board of Directors, to cause a member of the Board of Directors of the Company as of the date hereof who is mutually agreeable to Parent and the Company to be elected or appointed and qualified. to the Board of Directors of the Surviving Bank as the replacement director. (c) The Bank Merger Agreement shall contain other terms that are normal and customary in light of the transactions contemplated hereby and such additional terms as are necessary to carry out the purposes of this Agreement. The term “Bank Directors” shall mean the five individuals who shall be mutually selected by the Company and Parent from the independent members of the Company’s Board of Directors to become members of the Board of Directors of Surviving Bank as of the effective time of the Bank Merger pursuant to the Bank Merger Agreement.

Execution and Authorization of Bank Merger Agreement. (a) As soon as reasonably practicable after the date of this Agreement, (a) Parent shall (i) cause the Board of Directors of the Parent Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Parent Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder stockholder of the Parent Bank, and (b) the Company shall (i) cause the Board of Directors of the Company Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Company Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder stockholder of the Company Bank. (b) The Bank Merger Agreement shall provide that effective as of (i) the surviving entity in the Bank Merger (the "Surviving Bank") shall continue under the name "Mercantile Bank", or another name to be mutually agreed by Parent and the Company, (ii) immediately following the effective time of the Bank Merger, the directors of the Surviving Bank shall cause its Board consist of Directors all the directors of the Parent Bank serving immediately prior to be expanded by five members, the effective time of the Bank Merger and shall appoint the Bank Directors (as defined below) to fill the vacancies on the Surviving Bank’s Board of Directors created by such increase), each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified, and (iii) the Bank Directors shall hold office for a period of no less than two years from the effective time of the Bank Merger. The Bank Merger Agreement shall contain other terms that are normal and customary in light of the transactions contemplated hereby and such additional terms as are necessary to carry out the purposes of this Agreement. The term “"Bank Directors” " shall mean mean, collectively, Gordon W. Campbell and four additional persons who are currently ser▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ of directors of either the five individuals Company or Company Bank, each of who shall be mutually selected by the Company and Parent from the independent members of the Company’s Board of Directors reasonably acceptable to become members of the Board of Directors of Surviving Bank as of the effective time of the Bank Merger pursuant to the Bank Merger AgreementParent.

Execution and Authorization of Bank Merger Agreement. (a) As soon as reasonably practicable after the date of this Agreement, (a) Parent shall (i) cause the Board of Directors of the Parent Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Parent Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder stockholder of the Parent Bank, and (b) the Company shall (i) cause the Board of Directors of the Company Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Company Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder stockholder of the Company Bank. (b) The Bank Merger Agreement shall provide that effective as of (i) the surviving entity in the Bank Merger (the "Surviving Bank") shall continue under the name "Mercantile Bank", or another name to be mutually agreed by Parent and the Company, (ii) immediately following the effective time of the Bank Merger, the directors of the Surviving Bank shall cause its Board consist of Directors all the directors of the Parent Bank serving immediately prior to be expanded by five members, the effective time of the Bank Merger and shall appoint the Bank Directors (as defined below) to fill the vacancies on the Surviving Bank’s Board of Directors created by such increase), each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified, and (iii) the Bank Directors shall hold office for a period of no less than two years from the effective time of the Bank Merger. The Bank Merger Agreement shall contain other terms that are normal and customary in light of the transactions contemplated hereby and such additional terms as are necessary to carry out the purposes of this Agreement. The term “"Bank Directors” " shall mean mean, collectively, Gordon W. Campbell and four additional persons who are currently s▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇d of directors of either the five individuals Company or Company Bank, each of who shall be mutually selected by the Company and Parent from the independent members of the Company’s Board of Directors reasonably acceptable to become members of the Board of Directors of Surviving Bank as of the effective time of the Bank Merger pursuant to the Bank Merger AgreementParent.

Execution and Authorization of Bank Merger Agreement. (a) As soon as reasonably practicable after the date of this Agreement, (a) Parent shall (i) cause the Board of Directors of the Parent Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Parent Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder of the Parent Bank, and (b) the Company shall (i) cause the Board of Directors of the Company Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Company Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder of the Company Bank. (b) The Bank Merger Agreement shall provide that effective as of the effective time of the Bank Merger, the Surviving Bank shall cause and its Board of Directors to be expanded by five members, and shall appoint M▇. ▇▇▇▇▇ as a director of the Bank Directors (as defined below) to fill the vacancies on the Surviving Parent Bank’s Board of Directors created by such increase, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualifiedqualified (and Parent hereby covenants to vote in favor of such appointment to the extent necessary). The Bank Merger Agreement shall contain other terms that are normal and customary in light of the transactions contemplated hereby and such additional terms as are necessary to carry out the purposes of this Agreement. (c) If M▇. The term “▇▇▇▇▇ does not become a director of the Surviving Bank Directors” shall mean because of death, disability or otherwise, Parent agrees, after consultation with the five individuals who shall be mutually selected by the Company and Parent from the independent members of the Company’s Board of Directors Directors, to become members cause a member of the Board of Directors of the Company as of the date hereof who is mutually agreeable to Parent and the Company to be elected or appointed to the Board of Directors of the Surviving Bank as of the effective time of the Bank Merger pursuant to the Bank Merger Agreementreplacement director.

Execution and Authorization of Bank Merger Agreement. (a) As soon as reasonably practicable after the date of this Agreement, but in any event no later than 10 days after the date of this Agreement, (a) Parent shall (i) cause the Board of Directors of the Parent Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Parent Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder stockholder of the Parent Bank, and (b) the Company shall (i) cause the Board of Directors of the Company Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Company Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder stockholder of the Company Bank. (b) The Bank Merger Agreement shall provide that effective as of the effective time of the Bank Merger, the directors of Surviving Bank shall cause its Board consist of Directors all the directors of Parent Bank serving immediately prior to be expanded by five members, the effective time of the Bank Merger and shall appoint the Bank Directors (as defined below) to fill the vacancies on the Surviving Bank’s Board of Directors created by such increase), each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualified. The Bank Merger Agreement shall contain other terms that are normal and customary in light of the transactions contemplated hereby and such additional terms as are necessary to carry out the purposes of this Agreement. The term “Bank Directors” shall mean the five individuals who shall be mutually selected designated by the Company and Parent from the independent members of the Company’s Board of Directors to become members of the Board of Directors of Surviving Bank as of the effective time of the Bank Merger pursuant to the Bank Merger Agreement.

Execution and Authorization of Bank Merger Agreement. (a) As soon as reasonably practicable after the date of this Agreement, (a) Parent shall (i) cause the Board of Directors of the Parent Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Parent Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder of the Parent Bank, and (b) the Company shall (i) cause the Board of Directors of the Company Bank to approve and adopt the Bank Merger Agreement, (ii) cause the Company Bank to execute and deliver the Bank Merger Agreement, and (iii) approve and adopt the Bank Merger Agreement as the sole shareholder of the Company Bank. (b) The Bank Merger Agreement shall provide that effective as of the effective time of the Bank Merger, the Surviving Bank shall cause and its Board of Directors to be expanded by five members, and shall appoint ▇▇. ▇▇▇▇▇ as a director of the Bank Directors (as defined below) to fill the vacancies on the Surviving Parent Bank’s Board of Directors created by such increase, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and qualifiedqualified (and Parent hereby covenants to vote in favor of such appointment to the extent necessary). The Bank Merger Agreement shall contain other terms that are normal and customary in light of the transactions contemplated hereby and such additional terms as are necessary to carry out the purposes of this Agreement. (c) If ▇▇. The term “▇▇▇▇▇ does not become a director of the Surviving Bank Directors” shall mean because of death, disability or otherwise, Parent agrees, after consultation with the five individuals who shall be mutually selected by the Company and Parent from the independent members of the Company’s Board of Directors Directors, to become members cause a member of the Board of Directors of the Company as of the date hereof who is mutually agreeable to Parent and the Company to be elected or appointed to the Board of Directors of the Surviving Bank as of the effective time of the Bank Merger pursuant to the Bank Merger Agreementreplacement director.