As used in this part, unless the context otherwise requires: “Bank” means a state or a national bank; “Continuing bank” means a merging bank the charter of which becomes the charter of the resulting bank; “Converting bank” means a bank converting from a state to a national bank, or the reverse; “Merger” includes consolidation; “Merging […]
Subject to this chapter and chapter 1 of this title, a state bank may convert into a resulting national bank, or a state or national bank in operation for at least three (3) years shall have the right to merge with any other bank in operation for at least three (3) years in this state […]
Upon approval by the commissioner: Banks whose principal offices are located in this state and have been in operation for at least three (3) years may be merged to result in a state bank; or A national bank may convert into a state bank, except that the action by a national bank shall be taken […]
The board of directors of each merging state bank shall, by a majority of the entire board, approve a merger agreement, which shall contain: The name of each merging bank and location of each office; With respect to the resulting bank: Its name and the location of the principal and of each additional office, which […]
To be effective, a merger that is to result in a state bank must be approved by the stockholders of each merging state bank by a majority vote of the outstanding voting stock of each class eligible to vote for the merger; provided, that a greater vote may be required by the charter. The vote […]
A merger that is to result in a state bank shall, unless a later date is specified in the agreement, become effective upon the filing with the commissioner of the executed agreement, together with copies of the resolutions of the stockholders of each merging bank approving it, certified by the bank’s president or a vice […]
Except as provided in § 45-2-1310, a national bank located in this state that follows the procedure prescribed by the laws of the United States to convert into a state bank may be granted a state charter by the commissioner if the commissioner finds that each office of the national bank is legally in operation, […]
A resulting state or national bank shall be considered the same business and corporate entity as each merging bank or as the converting bank with all the property rights, powers, duties, fiduciary appointments subject to § 45-2-1310 and obligations of each merging bank or the converting bank, except as affected by the state law in […]
The owners of shares of a state bank shall have dissenters rights as provided by the Tennessee Business Corporation Act, compiled in title 48, ch. 23, part 1, with respect to any plan of merger, merger agreement, plan of conversion, plan of share exchange or any other corporate action described in § 48-23-102.
Where a resulting state bank is not to exercise trust powers, the commissioner shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging banks or the converting bank.
If a merging or converting bank has assets that do not conform to the requirements of state law for the resulting state bank, or carries on business activities that are not permitted for the resulting state bank, the commissioner may permit a reasonable time to conform with state law.
If a bank is determined to be in financial difficulty by the appropriate regulatory officials, as defined in § 45-2-1402, it may be merged into any other bank in this state, notwithstanding §§ 45-2-614 and 45-2-1302(a). The merger procedure shall be the same as that procedure required for a regular merger pursuant to this part […]
A corporation may acquire all of the outstanding shares of one (1) or more classes or series of a bank, and a bank may acquire all of the outstanding shares of one (1) or more classes or a series of another bank or corporation, if the board of directors of each corporation or bank adopts […]
Upon the request of any person or entity that proposes to issue any security in exchange for one (1) or more bona fide outstanding securities of a bank or bank holding company or partly in exchange for outstanding securities of a bank or bank holding company and partly for cash, the commissioner is authorized to […]
