Delaware Code Title 5 Sec. 782 – Merger with or conversion into national bank
(a) Nothing in the laws of this State shall restrict the right of a bank created under this chapter or Chapter 16 of this title or under any special act of the General Assembly to merge with or convert into a resulting national bank. The action to be taken by such merging or converting state bank and its rights and liabilities and those of its stockholders shall be the same as those prescribed for national banks at the time of the action by the laws of the United States and not by the laws of this State, except that a vote of the holders of two thirds of each class of voting stock of a state bank shall be required for the merger or conversion, and that on conversion by a state into a national bank the rights of dissenting stockholders shall be those specified in § 788 of this title.
Terms Used In Delaware Code Title 5 Sec. 782
- Bank: means a state or a national bank. See Delaware Code Title 5 Sec. 781
- banks: when used in this chapter, do not include such national banks, except as otherwise provided in subchapters VI and VII of this chapter. See Delaware Code Title 5 Sec. 701
- Converting bank: means a bank converted from a state to a national bank, or the reverse. See Delaware Code Title 5 Sec. 781
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Merger: includes consolidation. See Delaware Code Title 5 Sec. 781
- Merging bank: means a party to a merger. See Delaware Code Title 5 Sec. 781
- National bank: means a national bank association located in this State. See Delaware Code Title 5 Sec. 781
- National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. Source: OCC
- Resulting bank: means the bank resulting from a merger or conversion. See Delaware Code Title 5 Sec. 781
- State: means the State of Delaware; and when applied to different parts of the United States, it includes the District of Columbia and the several territories and possessions of the United States. See Delaware Code Title 1 Sec. 302
- State bank: means a bank or trust company chartered under the laws of this State. See Delaware Code Title 5 Sec. 781
- United States: includes its territories and possessions and the District of Columbia. See Delaware Code Title 1 Sec. 302
(b) Upon the completion of the merger or conversion, the certificate and charter of any merging or converting state bank shall automatically terminate.
(c) A resulting national bank shall be considered the same business and corporate entity as each merging bank or as the converting bank with all the property, rights, powers, duties and obligations of each merging bank or the converting bank, except as affected by the federal law and by the charter and bylaws of the resulting bank.
5 Del. C. 1953, § ?782; 49 Del. Laws, c. 126; 64 Del. Laws, c. 42, § ?5; 71 Del. Laws, c. 25, § ?14;