§412:3-610  Effect of conversion,merger, or consolidation.  (a)  A Hawaii financial institution or federalfinancial institution resulting from a conversion, merger, or consolidationpursuant to this part continues the corporate entities of each converting orparticipating institution and shall be deemed to be continuing the samebusiness of each converting or participating institution carried on prior tothe conversion, merger, or consolidation with all of the property, rights,powers, and duties of each converting or participating institution, except asaffected by the law of this State in the case of a resulting Hawaii financialinstitution or by federal law in the case of a resulting federal financialinstitution, and by the articles of incorporation, charter, and bylaws of theresulting institution.  No assignment, deed, conveyance, or other instrument oftransfer need be executed in order for the resulting institution to maintainthe title, rights, and powers held by the converting or participating institutions. The rights of any creditor or obligee of a converting or participatinginstitution prior to any conversion, merger, or consolidation shall not beaffected by such conversion, merger, or consolidation.

(b)  A resulting institution shall have theright to use the names of the converting or participating institutions for alllegal purposes, including the recordation and filing of documents pursuant tochapters 501 and 502, whenever it can do any act under that name moreconveniently.  Any reference to a converting or participating institution inany writing, whether executed or taking effect before or after the conversion,merger, or consolidation, shall be deemed a reference to the resultinginstitution if not inconsistent with the other provisions of the writing. Provided, however, that the resulting institution shall not use a name in itssignage, advertising, or other promotional materials in a manner that suggestsor might tend to lead others into believing that it is a different type of financialinstitution.

(c)  Except to the extent inconsistent withthis part or in contravention of federal law, sections 414-315(b) and 414-316shall be applicable to any merger or consolidation under this part.

(d)  If aconverting or participating institution is a trust company or a bank thatis authorized to do a trust business, theresulting institution, by operation of law and without further court order,transfer, substitution, act, or deed shall succeed to the rights, properties,assets, investments, deposits, demands, agreements, and trusts of theconverting or participating institutions under all trusts, personalrepresentations, executorships, administrations, guardianships, agencies, andall other fiduciary or representative capacities as though the resultinginstitution had originally assumed the same and shall succeed to and beentitled to take and execute the appointment to all trusteeships, personalrepresentations, executorships, guardianships, conservatorships, and otherfiduciary and representative capacities to which the converting orparticipating institution may be named or is thereafter named in wills, whetherprobated before or after the conversion, merger, or consolidation, or to whichit is or may be named or appointed by any other instrument. [L 1993, c350, pt of §1; am L 2002, c 40, §26; am L 2006, c 228, §28]