Article 4. Merger Of California State Independent Trust Company Into Uninsured Foreign (other State) Depository Corporation of California Financial Code >> Division 1.6. >> Chapter 4. >> Article 4.

In this article, unless the context otherwise requires, "merger" means any of the mergers described in Section 4908.02.

With the approval of the commissioner, a California state independent trust company may merge into an uninsured foreign (other state) state depository corporation pursuant to this article and the law of the surviving depository corporation's domicile.

A merger is subject to the provisions of Section 1108 of the Corporations Code.

A disappearing or surviving depository corporation shall file an application for approval of a merger with the commissioner.

A merger shall not become effective unless it has been approved by the commissioner.

If the commissioner finds all of the following with respect to an application for approval of a merger, the commissioner shall approve the application:
  (a) That the shareholders' equity of the surviving depository corporation will be adequate and that the financial condition of the surviving depository corporation will be satisfactory.
  (b) That the directors and executive officers of the surviving depository corporation will be satisfactory.
  (c) That the surviving depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the surviving depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws.
  (d) That the merger will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the merger that has been determined by agreement between the disappearing depository corporation and the surviving depository corporation in an arm's-length transaction, the commissioner shall find that the term is fair, just, and equitable to the disappearing depository corporation and the surviving depository corporation. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the merger.

After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the merger.

A merger shall have the same effect as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880.

Promptly after a merger becomes effective, the surviving depository corporation shall:
  (a) Surrender to the commissioner for cancellation the certificates of authority or licenses issued by the commissioner to the disappearing depository corporation.
  (b) File with the commissioner any report regarding the merger that the commissioner may require.

(a) After a merger becomes effective, the surviving depository corporation may issue an officers' certificate, stating that the disappearing depository corporation merged into the surviving depository corporation and specifying the time at which the merger became effective.
  (b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the merger and of the regularity of the proceedings taken for the merger and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.