§6-1019. Merger, consolidation and sale of assets.
A trust company may merge, consolidate with another trust company or bank or make a sale of assets in the form and manner as set forth in Article XI of this act. Added by Laws 1965, c. 161, § 1019.
§6-102. Definitions.
As used in the Banking Code unless the context otherwise requires: 1. “Acquisition” or “acquire” means any act or action with respect to the ownership or control of a bank or the purchase of its assets and the assumption of its liabilities which would require the approval of the Federal Deposit Insurance Corporation, the Office […]
§6-1020. Existing trust powers of religious, charitable, etc. corporations not denied.
Section 1002 of this act shall not be construed to deny to religious, charitable, educational, benevolent or scientific corporations the right to exercise any trust powers granted to them by existing law or any trust agreement. Added by Laws 1965, c. 473, § 1. Amended by Laws 1997, c. 99, § 1, emerg. eff. April […]
§6-1021. Liquidation, dissolution and reorganization of trust companies.
A. A trust company may be liquidated, dissolved and reorganized, for the reasons, in the manner and with the procedures as set forth in Article XII of this act, as such article would be applicable to trust companies, as if trust company were included in the article, with the same force and effect as if […]
§6-1022. Banks, trust companies and national banking associations – Registration in name of nominee securities held in fiduciary capacity.
Every bank, trust company and national banking association is authorized to cause securities held as a fiduciary, custodian or managing agent by such bank, trust company or national banking association, whether alone or jointly with an individual, with the consent of the individual fiduciary, if any, (who is hereby authorized to give such consent) to […]
§6-1023. Deposit of securities in clearing corporation or Federal Reserve Bank.
A. Notwithstanding any other provisions of law, any bank, trust company, or national banking association holding securities in its fiduciary capacity, any bank, trust company, or national banking association holding securities as custodian or managing agent, and any bank, trust company, or national banking association holding securities as custodian for a fiduciary is authorized to […]
§6-1024. Acquisition of control of trust company – Notice – Approval – Review – Penalties.
A. For purposes of this section: 1. “Control” means the power, directly or indirectly, to direct the management or policies of a trust company or to vote twenty-five percent (25%) or more of any class of voting securities of a trust company; 2. “Person” means an individual, corporation, partnership, limited liability company, trust, association, joint […]
§6-104. Effect on existing banks and trust companies – Registration of bank or trust-related activities.
A. The certificates, permits and charters of state banks and trust companies heretofore organized under the laws of the state and existing before August 31, 1965, shall continue in full force and effect. All such state banks and trust companies, and, to the extent applicable, all national banks now or hereafter doing business in this […]
§6-1101. Merger or conversion.
A. Resulting State Bank. Upon approval of the Board, banks or savings associations may be merged with or converted into a resulting state bank as hereafter prescribed, except that the action by a constituent national bank or federal savings association shall be taken in the manner prescribed by and shall be subject to any limitation […]
§6-1102. Approval of merger by directors and merger agreement.
Where there is to be a resulting state bank, the board of directors of each constituent bank or savings association shall, by a majority of the entire board, approve a merger agreement which shall contain: 1. The name of each constituent bank or savings association and the location of each office; 2. With respect to […]
§6-1103. Approval by Board.
A. After approval by the board of directors of each constituent bank or savings association, the merger agreement shall be submitted to the Banking Board for approval, together with a fee for review of the merger as required by rule of the Banking Board which shall be deposited in the Oklahoma State Banking Department revolving […]
§6-1104. Stockholder approval – Notice requirements – Rights of dissenters – Appraisal expense – Valuation and payment of dissenting shares.
A. Stockholder approval. To be effective, a merger must be approved by the stockholders of each constituent state bank or savings association by a majority vote of the outstanding voting stock at a meeting called to consider such action, which vote shall constitute the adoption of the charter and bylaws of the resulting state bank, […]
§6-1105. Effective date of merger, filing of approved agreement, certificate of merger as evidence.
A. A merger shall, unless a later date is specified in the agreement, become effective upon the filing with the Board of the executed agreement together with copies of the resolutions of the stockholders of each constituent bank or savings association approving it, certified by such bank’s or savings association’s president or a vice-president and […]
§6-1106. Continuation of corporate entity.
A. The resulting state bank shall be considered the same business and corporate entity as each constituent bank or savings association with all of the rights, powers, and duties of each constituent bank or savings association, except as limited by the charter and bylaws of the resulting state bank. B. The resulting state bank shall […]
§6-1107. Conversion from state bank to national and of national to state bank, and trust powers.
A. State bank conversion to national bank. Nothing in the law of this state shall restrict the right of a state bank to convert into a national bank upon compliance with the laws of the United States, and upon completion of such conversion it shall surrender its charter as a state bank. B. National bank […]
§6-1108. Nonconforming assets of business.
If a constituent bank or savings association has assets which do not conform to the requirements of state law for the resulting bank, or if a converting national bank has assets which do not conform to the requirements of state law for the converted state bank, or in either case there are business activities which […]
§6-1109. Sale or purchase of all assets of bank, trust company or savings association or of department or branch thereof.
A. 1. Any bank or savings association may sell to any other bank or savings association all, or substantially all, of the selling institution’s assets and business; or all, or substantially all, of the assets and business of any department or branch of the selling institution. 2. Any trust company, bank, or savings association may […]
§6-1109.1. Sale of assets other than in the ordinary course of business.
In any circumstance other than in the ordinary course of business, a bank may sell any asset with the prior approval of the Commissioner. The sale of all, or substantially all, of the assets of a bank or of a department thereof shall be governed by Section 1109 of Title 6 of the Oklahoma Statutes. […]
§6-1110. Book value of assets.
Without approval by the Commissioner no asset shall be carried on the books of the resulting bank or purchasing bank at a valuation higher than that on the books of a merging, converting bank or selling bank at the time of its last examination by a state or national bank examiner before the effective date […]
§6-1111. Merger with parent bank holding company, nonbank subsidiary of parent bank holding company or subsidiary.
A. Upon approval by the Banking Board, and subject to satisfying each of the criteria contained in subsection B of this section and complying with the procedures required by subsection C of this section, a state bank may merge with: 1. Its parent bank holding company; 2. One or more nonbank subsidiaries of its parent […]