Consummation of the merger.

CFR · 2024-01-01 · US · Title 12

(a) (1) Evidence acceptable to the Director that all conditions imposed in connection with the approval of the merger application under § 1278.5 have been satisfied, including the items specified in §§ 1278.5(b)(1) and (2); and (2) An organization certificate for the Continuing Bank, in such form as FHFA may specify, that has been executed by the individuals who will constitute the board of directors of the Continuing Bank. (b) (1) The proposed Effective Date set forth in the merger agreement or, if the merger agreement expresses the proposed Effective Date in terms of a range of dates, a date within the applicable range of dates; or (2) If the proposed Effective Date set forth in the merger agreement has passed, the earlier of: (i) The 10th business day following the date of acceptance of the organization certificate by the Director; or (ii) The last business day preceding any date specified in the merger agreement by which the merger agreement will terminate if the merger has not become effective. (c) (1) The Continuing Bank shall become or remain a body corporate (depending on the type of transaction) operating under such organization certificate with all powers granted to a Bank under the Bank Act; (2) The Continuing Bank shall succeed to all rights, titles, powers, privileges, books, records, assets, and liabilities of the Constituent Banks, as provided in the merger agreement; and (3) The corporate existence of any Constituent Bank that is not a Continuing Bank shall ce

official document · source cfr-2024 · id 12:§ 1278.7