§ 6.2-822. (Effective October 1, 2010) Merger and share exchange by statebanks.
A. Virginia banks as defined in § 6.2-849 may merge upon compliance with theprovisions of Article 12 (§ 13.1-715.1 et seq.) of the Virginia StockCorporation Act. The provisions of:
1. Section 13.1-716 that relate to a merger with a foreign corporation asforeign eligible entity shall not apply, except that the provisions of §13.1-716 relating to merger shall apply to the merger of a state and anational bank if the national bank is engaged in business in Virginia, and ifthe state bank is to be the surviving bank; and
2. Section 13.1-730 shall not apply to a merger under this section.
B. A national bank shall be treated as if it were a foreign corporation andas if the United States were the state where it is organized. A bank mayenter into a share exchange, as permitted by § 13.1-717, provided there isalso compliance with Chapter 7 (§ 6.2-700 et seq.). The exclusion insubdivision G 3 of § 6.2-705 shall not apply in the case of such an exchangeof shares.
C. In the event of a merger authorized by subsection A or B, the mergedcorporation, whether it be one of merging banks, or a new bank formed bymeans of such merger, shall without further act or deed succeed to, and bevested with all offices, rights, obligations and relations of trust or of afiduciary nature, including appointments, designations and nominations,existing immediately prior to the time at which such merger became effective,or then belonging or pertaining to any one or more of the banks, parties tosuch merger, or which would then inure to any one or more of such banks.
D. No state bank resulting from any merger shall do business in theCommonwealth until it shall have obtained from the Commission a certificateof authority authorizing it to do so. The provisions of § 6.2-816 shall applyto the issuance, or refusal of the Commission to issue, the certificateherein provided for, to the same extent as if the merged bank were a new bank.
E. In the case of a merger heretofore or hereafter effected, the surviving ornew bank shall be deemed to have been in actual operation for the periodduring which the oldest of the banks involved in the merger has been inactual operation.
(Code 1950, §§ 6-20, 6-21; 1952, c. 571; 1956, c. 433; 1966, c. 584, §§6.1-43, 6.1-44; 1970, c. 536; 1987, c. 423; 1995, c. 301; 2005, c. 765;2010, c. 794.)
§ 6.2-822. (Effective October 1, 2010) Merger and share exchange by statebanks.
A. Virginia banks as defined in § 6.2-849 may merge upon compliance with theprovisions of Article 12 (§ 13.1-715.1 et seq.) of the Virginia StockCorporation Act. The provisions of:
1. Section 13.1-716 that relate to a merger with a foreign corporation asforeign eligible entity shall not apply, except that the provisions of §13.1-716 relating to merger shall apply to the merger of a state and anational bank if the national bank is engaged in business in Virginia, and ifthe state bank is to be the surviving bank; and
2. Section 13.1-730 shall not apply to a merger under this section.
B. A national bank shall be treated as if it were a foreign corporation andas if the United States were the state where it is organized. A bank mayenter into a share exchange, as permitted by § 13.1-717, provided there isalso compliance with Chapter 7 (§ 6.2-700 et seq.). The exclusion insubdivision G 3 of § 6.2-705 shall not apply in the case of such an exchangeof shares.
C. In the event of a merger authorized by subsection A or B, the mergedcorporation, whether it be one of merging banks, or a new bank formed bymeans of such merger, shall without further act or deed succeed to, and bevested with all offices, rights, obligations and relations of trust or of afiduciary nature, including appointments, designations and nominations,existing immediately prior to the time at which such merger became effective,or then belonging or pertaining to any one or more of the banks, parties tosuch merger, or which would then inure to any one or more of such banks.
D. No state bank resulting from any merger shall do business in theCommonwealth until it shall have obtained from the Commission a certificateof authority authorizing it to do so. The provisions of § 6.2-816 shall applyto the issuance, or refusal of the Commission to issue, the certificateherein provided for, to the same extent as if the merged bank were a new bank.
E. In the case of a merger heretofore or hereafter effected, the surviving ornew bank shall be deemed to have been in actual operation for the periodduring which the oldest of the banks involved in the merger has been inactual operation.
(Code 1950, §§ 6-20, 6-21; 1952, c. 571; 1956, c. 433; 1966, c. 584, §§6.1-43, 6.1-44; 1970, c. 536; 1987, c. 423; 1995, c. 301; 2005, c. 765;2010, c. 794.)
§ 6.2-822. (Effective October 1, 2010) Merger and share exchange by statebanks.
A. Virginia banks as defined in § 6.2-849 may merge upon compliance with theprovisions of Article 12 (§ 13.1-715.1 et seq.) of the Virginia StockCorporation Act. The provisions of:
1. Section 13.1-716 that relate to a merger with a foreign corporation asforeign eligible entity shall not apply, except that the provisions of §13.1-716 relating to merger shall apply to the merger of a state and anational bank if the national bank is engaged in business in Virginia, and ifthe state bank is to be the surviving bank; and
2. Section 13.1-730 shall not apply to a merger under this section.
B. A national bank shall be treated as if it were a foreign corporation andas if the United States were the state where it is organized. A bank mayenter into a share exchange, as permitted by § 13.1-717, provided there isalso compliance with Chapter 7 (§ 6.2-700 et seq.). The exclusion insubdivision G 3 of § 6.2-705 shall not apply in the case of such an exchangeof shares.
C. In the event of a merger authorized by subsection A or B, the mergedcorporation, whether it be one of merging banks, or a new bank formed bymeans of such merger, shall without further act or deed succeed to, and bevested with all offices, rights, obligations and relations of trust or of afiduciary nature, including appointments, designations and nominations,existing immediately prior to the time at which such merger became effective,or then belonging or pertaining to any one or more of the banks, parties tosuch merger, or which would then inure to any one or more of such banks.
D. No state bank resulting from any merger shall do business in theCommonwealth until it shall have obtained from the Commission a certificateof authority authorizing it to do so. The provisions of § 6.2-816 shall applyto the issuance, or refusal of the Commission to issue, the certificateherein provided for, to the same extent as if the merged bank were a new bank.
E. In the case of a merger heretofore or hereafter effected, the surviving ornew bank shall be deemed to have been in actual operation for the periodduring which the oldest of the banks involved in the merger has been inactual operation.
(Code 1950, §§ 6-20, 6-21; 1952, c. 571; 1956, c. 433; 1966, c. 584, §§6.1-43, 6.1-44; 1970, c. 536; 1987, c. 423; 1995, c. 301; 2005, c. 765;2010, c. 794.)
