The merger procedure required of a State bank where there is to be a resulting State bank by consolidation or merger shall be:
         (1) The board of directors of each merging bank or
    
insured savings association shall, by a majority of the entire board, approve a merger agreement that shall contain:
            (a) The name of each merging bank or insured
        
savings association and its location and a list of each merging bank’s or insured savings association’s stockholders as of the date of the merger agreement;
            (b) With respect to the resulting bank (i) its
        
name and place of business; (ii) the amount of Tier 1 capital; (iii) the classes and the number of shares of stock and the par value of each share; (iv) the designation of the continuing bank and the charter which is to be the charter of the resulting bank, together with the amendments to the continuing charter and to the continuing by-laws; and (v) a detailed financial statement showing the assets and liabilities after the proposed merger or consolidation;
            (c) Provisions stating the method, terms and
        
conditions of carrying the merger into effect, including the manner of converting the shares of the merging banks or insured savings association into the cash, shares of stock or other securities of any corporation or other property, or any combination of the foregoing, stated in the merger agreement as to be received by the stockholders of each merging bank or insured savings association;
            (d) A statement that the agreement is subject to
        
approval by the Commissioner and by the stockholders of each merging bank or insured savings association and that whether approved or disapproved the merging banks or insured savings association will pay the Commissioner’s expenses of examination;
            (e) Provisions governing the manner of disposing
        
of the shares of the resulting bank not taken by the dissenting stockholders of the merging banks or insured savings association; and
            (f) Such other provisions as the Commissioner may
        
reasonably require to enable him to discharge his duties with respect to the merger.
        (2) After approval by the board of directors of each
    
bank or insured savings association, the merger agreement shall be submitted to the Commissioner for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board of each bank or insured savings association.
        (3) After receipt by the Commissioner of the papers
    
specified in paragraph (2), he shall approve or disapprove the merger agreement. The Commissioner shall not approve the merger agreement unless he shall be of the opinion and shall find:
            (a) That the resulting bank meets the
        
requirements of this Act for the formation of a new bank at the proposed main banking premises of the resulting bank;
            (b) That the same matters exist with respect to
        
the resulting bank which would have been required under Section 10 of this Act for the organization of a new bank;
            (c) That the merger agreement is fair to all
        
persons affected; and
            (d) That the resulting bank will be operated in a
        
safe and sound manner.
        If the Commissioner disapproves an agreement he shall
    
state his objections and give an opportunity to the merging banks to amend the merger agreement to obviate such objections.
        (4) The Commissioner may impose such terms and
    
conditions on the approval of the merger agreement as he deems necessary or appropriate.
        (5) If the Commissioner approves a merger agreement,
    
he may revoke that approval if the merger has not been approved by the shareholders in accordance with Section 23 within 180 days after the date of the Commissioner’s approval, unless a request has been submitted, in writing, to the Commissioner for an extension and the request has been approved.
        (6) The board of directors of a bank or insured
    
savings association is under a continuing obligation until the Commissioner takes action on the application to furnish additional information if there are any material changes in circumstances after the merger agreement has been submitted which may affect the Commissioner’s opinions and findings.

Terms Used In Illinois Compiled Statutes 205 ILCS 5/22

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • State: when applied to different parts of the United States, may be construed to include the District of Columbia and the several territories, and the words "United States" may be construed to include the said district and territories. See Illinois Compiled Statutes 5 ILCS 70/1.14
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