17:9A-134 - Merger agreement; authorization; contents
17:9A-134. Merger agreement; authorization; contents
A. The boards of directors of the several banks proposing to merge shall authorize the execution of a merger agreement which shall contain;
(1) The name of each merging bank and the location of the principal office and branch offices of each merging bank;
(2) The name of the receiving bank and the location of its principal office and branch offices;
(3) The name by which the receiving bank will be known after the merger is effected;
(4) The names of the persons who will be the directors of the receiving bank;
(5) The names of the persons who will be officers of the receiving bank;
(6) The location then occupied by the principal office or a branch office of a merging bank or the receiving bank at which the principal office of the receiving bank will be maintained;
(7) The locations then occupied by the principal offices and branch offices of the merging banks and the receiving bank which will be continued as branch offices of the receiving bank;
(8) The effective date of the merger;
(9) The amount of the capital stock, the number of shares into which it will be divided, the par value of each share, and the amount of the surplus which the receiving bank will have after the merger is effected;
(10) The basis upon which shares of each merging bank will be exchanged for shares of capital stock of the receiving bank, or for shares of capital stock of a company as such term is defined in paragraph (3) of section 132 (C. 17:9A-132), or for capital notes, or for cash, or for any one or more or all of the foregoing, as the case may be;
(11) A provision stating whether the capital notes to be issued pursuant to such agreement shall be convertible into shares of capital stock of the receiving bank, and, if so, shall contain a further provision for authorized but unissued shares of capital stock of the receiving bank in an aggregate par value sufficient to effect the conversion of such notes into such shares of capital stock of the receiving bank;
(12) If the merger agreement provides for the issuance of preferred stock, the provisions stated in subsection B of section 125 (C. 17:9A-125);
(13) Such other provisions, including the provisions stated in subsection B of section 125 (C. 17:9A-125), not inconsistent with the provisions of this act, as may be necessary or appropriate to effect the merger.
B. Capital notes issued pursuant to this section shall conform with and be subject to sections 4, 8, 9 and 10 of P.L.1966, chapter 272, (C. 17:9A-131.23, 17:9A-131.27, 17:9A-131.28, and 17:9A-131.29).
L.1948, c. 67, p. 282, s. 134. Amended by L.1971, c. 363, s. 1, eff. Dec. 27, 1971; L.1977, c. 417, s. 9, eff. Feb. 24, 1978.