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
(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.