Delaware Code Title 5 Sec. 795E – Merger with resulting out-of-state national bank
(a) Existing Delaware banks may merge with or into out-of-state banks to form a resulting out-of-state national bank. The action to be taken by a merging existing Delaware bank that is a Delaware 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 Delaware state bank shall be required for the merger, and that upon the merger of a Delaware state bank into a resulting out-of-state national bank the rights of dissenting stockholders of the merging Delaware state bank shall be the same as those specified in § 788 of this title.
Terms Used In Delaware Code Title 5 Sec. 795E
- Bank: means a Delaware state bank, out-of-state state bank, Delaware national bank or out-of-state national bank. See Delaware Code Title 5 Sec. 795
- 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
- Delaware bank: means a Delaware national bank or a Delaware state bank. See Delaware Code Title 5 Sec. 795
- Delaware state bank: means a bank (as defined in § 101 of this title) chartered under the laws of this State. See Delaware Code Title 5 Sec. 795
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Merger: includes merger, consolidation and the purchase or sale of all or substantially all assets. See Delaware Code Title 5 Sec. 795
- Merging bank: means a bank that is a party to a merger. See Delaware Code Title 5 Sec. 795
- 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
- National bank: means a Delaware national bank or an out-of-state national bank. See Delaware Code Title 5 Sec. 795
- Out-of-state national bank: means a national bank association created under the National Bank Act (12 U. See Delaware Code Title 5 Sec. 795
- 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
- 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 of an existing Delaware bank that is a Delaware state bank into a resulting out-of-state national bank, the certificate and charter of any such merging Delaware state bank shall automatically terminate.
(c) A resulting out-of-state national bank shall be considered the same business and corporate entity as each merging bank with all the property, rights, powers, duties and obligations of each merging bank, except as affected by the federal law and by the charter and bylaws of the resulting bank.