Common use of Structure of the Merger Clause in Contracts

Structure of the Merger. On the Effective Date (as defined in Section 7.1), Purchaser Sub shall merge (the "Merger") with and into Seller pursuant to a Plan of Merger substantially in the form attached as Exhibit A which qualifies as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended; the separate existence of Purchaser Sub shall cease; Seller shall be the surviving corporation in the Merger (the "Surviving Corporation") and a wholly owned subsidiary of Purchaser; and all of the property (real, personal and mixed), rights, powers, duties and obligations of Purchaser Sub shall be taken and deemed to be transferred to and vested in Seller, as the Surviving Corporation in the Merger, without further act or deed; all in accordance with the applicable laws of the State of Delaware. At the Effective Time (as defined in Section 7.1), the Certificate of Incorporation and Bylaws of the Seller shall be amended in their entirety to conform to the Certificate of Incorporation and Bylaws of Purchaser Sub in effect immediately prior to the Effective Time and shall become the Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Purchaser Sub shall become the directors and officers of the Surviving Corporation.

Structure of the Merger. Purchaser Bank will cause Charter Acquisition Sub I, Inc., to be organized as an Alabama wholly-owned special purpose subsidiary of Purchaser Bank (“Merger Sub”). On the Effective Date (as defined in Section 7.17.01), Purchaser Merger Sub shall will merge (the "“Merger"”) with and into Seller, with Seller being the surviving entity (the “Surviving Corporation”), pursuant to a Plan the provisions of, and with the effect provided in, the Alabama Business Corporation Act (“ABCA”) and pursuant to the terms and conditions of an agreement and plan of merger to be entered into between Merger substantially Sub and Seller in the form attached hereto as Exhibit A which qualifies as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended; the Annex A. The separate corporate existence of Purchaser Merger Sub shall thereupon cease; Seller . The Surviving Corporation shall be the surviving corporation in the Merger (the "Surviving Corporation") and a wholly owned subsidiary of Purchaser; and all of the property (real, personal and mixed), rights, powers, duties and obligations of Purchaser Sub shall be taken and deemed continue to be transferred to and vested in Seller, as governed by the Surviving Corporation in the Merger, without further act or deed; all in accordance with the applicable laws of the State of DelawareAlabama and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time (as defined in Section 7.17.01), the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Seller shall be amended in their entirety to conform to the Certificate articles of Incorporation incorporation and Bylaws bylaws of Purchaser Merger Sub in effect immediately prior to the Effective Time and shall become the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Purchaser Merger Sub shall become the directors and officers of the Surviving Corporation.. The name of the surviving Corporation shall be EBA Bancshares, Inc.

Structure of the Merger. On (a) At the Effective Date Time (as defined in Section 7.1below), Purchaser subject to the satisfaction or waiver of the conditions set forth in Article VI, Acquisition Sub shall will merge (the "Merger") with and into Seller pursuant to a Plan of Merger substantially in the form attached as Exhibit A which qualifies as a reorganization under Section 368 of Company, with the Internal Revenue Code of 1986, as amended; the separate existence of Purchaser Sub shall cease; Seller shall be Company being the surviving corporation company in the Merger (the "Surviving CorporationCompany"), pursuant to the provisions of, and with the effect provided in, the Delaware General Corporation Law (the "DGCL"). The Merger shall be effected by the filing in the office of the Secretary of State of Delaware (the "Delaware Secretary") and of a wholly owned subsidiary certificate of Purchaser; and all merger (the "Certificate of the property (real, personal and mixed), rights, powers, duties and obligations of Purchaser Sub shall be taken and deemed to be transferred to and vested in Seller, as the Surviving Corporation in the Merger, without further act or deed; all ") in accordance with the applicable laws DGCL. The separate corporate existence of Acquisition Sub shall thereupon cease. The name of the State of Delaware. Surviving Company shall be Bank Plus Corporation. (b) At the Effective Time Time, (as defined in Section 7.1), i) the Certificate of Incorporation and Bylaws charter of the Seller Surviving Corporation shall be amended in their entirety to conform read as set forth on Exhibit A to the Certificate of Incorporation Merger and Bylaws (ii) the bylaws of Purchaser Acquisition Sub in effect immediately prior to the Effective Time and shall become the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation. Company. (c) At the Effective Time, the directors and officers of Purchaser Acquisition Sub shall become the directors and officers of the Surviving CorporationCompany.

Structure of the Merger. On Subject to the terms and conditions of this Agreement, Purchaser will cause a Delaware corporation to be organized as a wholly owned special purpose subsidiary of Purchaser or the Bank (“Merger Sub”). At the Effective Date (as defined in Section 7.1)Time, Purchaser Merger Sub shall will merge (the "“Merger"”) with and into Seller, with Seller being the surviving entity (the “Surviving Corporation”), pursuant to a the provisions of, and with the effect provided in, the DGCL and pursuant to the terms and conditions of an agreement and plan of merger (“Plan of Interim Merger”) to be entered into between Merger substantially Sub and Seller in the form attached hereto as Exhibit A which qualifies as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended; the B. The separate corporate existence of Purchaser Merger Sub shall thereupon cease; Seller . The Surviving Corporation shall be the surviving corporation in the Merger (the "Surviving Corporation") and a wholly owned subsidiary of Purchaser; and all of the property (real, personal and mixed), rights, powers, duties and obligations of Purchaser Sub shall be taken and deemed continue to be transferred to and vested in Seller, as governed by the Surviving Corporation in the Merger, without further act or deed; all in accordance with the applicable laws of the State of DelawareDelaware and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time (as defined in Section 7.1)Time, the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Seller shall be amended in their entirety to conform to the Certificate certificate of Incorporation incorporation and Bylaws bylaws of Purchaser Merger Sub in effect immediately prior to the Effective Time and shall become the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Purchaser Merger Sub shall become the directors and officers of the Surviving Corporation. As part of the Merger, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03.

Structure of the Merger. On Subject to the terms and conditions of this Agreement, Purchaser will cause a Delaware corporation to be organized as a wholly owned special purpose subsidiary of Purchaser or the Bank ("Merger Sub"). At the Effective Date (as defined in Section 7.1)Time, Purchaser Merger Sub shall will merge (the "Merger") with and into Seller, with Seller pursuant to a Plan of Merger substantially in the form attached as Exhibit A which qualifies as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended; the separate existence of Purchaser Sub shall cease; Seller shall be being the surviving corporation in the Merger entity (the "Surviving Corporation") and a wholly owned subsidiary of Purchaser; and all of the property (real, personal and mixed), rightspursuant to the provisions of, powersand with the effect provided in, duties the DGCL and obligations pursuant to the terms and conditions of Purchaser an agreement and plan of merger ("Plan of Interim Merger") to be entered into between Merger Sub and Seller in the form attached hereto as Exhibit B. The separate corporate existence of Merger Sub shall be taken and deemed thereupon cease. The Surviving Corporation shall continue to be transferred to and vested in Seller, as governed by the Surviving Corporation in the Merger, without further act or deed; all in accordance with the applicable laws of the State of DelawareDelaware and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time (as defined in Section 7.1)Time, the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Seller shall be amended in their entirety to conform to the Certificate certificate of Incorporation incorporation and Bylaws bylaws of Purchaser Merger Sub in effect immediately prior to the Effective Time and shall become the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Purchaser Merger Sub shall become the directors and officers of the Surviving Corporation. As part of the Merger, each share of Seller Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Section 2.03.