(a) The Bank Commissioner may approve a merger under this subchapter if:(1) A resulting state trust company will be solvent and have adequate capitalization for its business and location;(2) A resulting state trust company has in all respects complied with the statutes and rules relative to the organization of a state trust company;(3) All fiduciary obligations and liabilities of a state trust company that is a party to the merger have been properly discharged or otherwise lawfully assumed or retained by a state trust company or other fiduciary;(4) A surviving, new, or acquiring person that is not authorized to engage in the trust business will not engage in the trust business and has in all respects complied with the laws of this state; and(5) All conditions imposed by the commissioner have been satisfied or otherwise resolved.
(1) A resulting state trust company will be solvent and have adequate capitalization for its business and location;
(2) A resulting state trust company has in all respects complied with the statutes and rules relative to the organization of a state trust company;
(3) All fiduciary obligations and liabilities of a state trust company that is a party to the merger have been properly discharged or otherwise lawfully assumed or retained by a state trust company or other fiduciary;
(4) A surviving, new, or acquiring person that is not authorized to engage in the trust business will not engage in the trust business and has in all respects complied with the laws of this state; and
(5) All conditions imposed by the commissioner have been satisfied or otherwise resolved.
(b) If the commissioner approves the merger under this section and finds that all required filing fees and investigative costs have been paid, the commissioner shall:(1) Endorse the face of both original copies of the articles of merger with the date of approval and the word “Approved”;(2) File one (1) original copy of the articles of merger in the State Bank Department's records; and(3) Deliver one (1) original copy of the articles of merger to each surviving, new, or acquiring entity.
(1) Endorse the face of both original copies of the articles of merger with the date of approval and the word “Approved”;
(2) File one (1) original copy of the articles of merger in the State Bank Department's records; and
(3) Deliver one (1) original copy of the articles of merger to each surviving, new, or acquiring entity.
(c) A merger approved under this section is effective on the date of approval, unless the merger agreement provides and the commissioner consents to a different effective date.