17:16J-6 - Agreement; supervisory merger; authorization of execution; contents
17:16J-6. Agreement; supervisory merger; authorization of execution; contents
If a supervisory merger pursuant to section 2 or 3 of this act is to take place, two-thirds of the members of the board of directors of a bank, association, or a capital stock association, or two-thirds of the members of the board of managers or directors of a savings bank or a capital stock savings bank, as the case may be, who are parties to the merger, shall authorize the execution of the merger agreement, which shall be submitted to the commissioner and which shall contain:
a. The name of each merging depository, and the location of its principal office and branch offices;
b. The name of the receiving depository and the location of its principal office and branch offices;
c. The name by which the resulting depository will be known after the merger is effected;
d. The names of the persons who will be directors or managers of the resulting depository;
e. The names of the persons who will be officers of the resulting depository;
f. The location at which the principal office of the resulting depository is to be maintained;
g. The locations then occupied by the principal offices and branch offices of the merging and receiving depositories which will be continued as branch offices of the resulting depository;
h. The effective date of the merger;
i. If the resulting depository will be a capital stock depository, the amount of the capital stock, the classes of stock to be issued, the number of shares into which it will be divided, the par value, if any, of each share, and the amount of surplus which the resulting depository will have after the merger is effected;
j. If the resulting depository will be a mutual depository, the amount of reserves, surplus, and capital deposits which the resulting depository will have after the merger is effected;
k. If the resulting depository is to be a capital stock depository, the basis upon which the bulk transfer of assets or shares of each merging depository will be exchanged for shares of the capital stock of a depository or a company, or for capital notes, or for cash, or for any one or more or all of the foregoing, as the case may be;
l. If the resulting depository is a mutual depository, the basis upon which a sale or bulk transfer of assets is to be accomplished;
m. If a mutual depository is to convert to a stock depository attendant to the merger, the basis upon which the conversion will be effected;
n. Any other provisions which may be necessary or appropriate to effectuate the merger.
L.1982, c. 8, s. 6, eff. March 4, 1982.