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General Laws

Section 25. Any two or more such corporations may merge or consolidate into a single corporation on such terms as shall have been agreed upon by vote of two-thirds of the board of directors of each corporation and as shall have been approved in writing by the commissioner; provided, however, that such action shall have been approved by the shareholders of each corporation at a special meeting thereof called for that purpose by a vote of at least two-thirds of those shareholders present, qualified to vote and voting at each such meeting. If the consolidating corporations have main offices in different counties, the main office of the continuing corporation shall be the main office of that consolidating corporation which has the greater total assets on the date on which the merger or consolidation is approved by the board of the last consolidating corporation so to approve; provided, however, that upon a determination by the commissioner that such consolidation is not for the purpose of circumventing any geographic restrictions on the establishment of branch offices, he may allow the main office of the consolidating corporation which has the lesser total assets on such date to be the main office of the continuing corporation. The request for approval of the commissioner shall be accompanied by an investigation fee, the amount of which shall be determined annually by the commissioner of administration. Notice of such special meeting setting forth the terms tentatively agreed upon shall be posted and published in the manner and to the extent provided for the notices referred to in section twenty-four. A certificate under the hands of the presidents and clerks or other duly authorized officers of all such corporations, setting forth that each said corporation, respectively, has complied with all the requirements of this section shall be submitted to the commissioner who, if he shall approve such consolidation, shall endorse his approval upon such certificate.

In deciding whether or not to approve any such consolidation, the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider but not be limited to a showing of net new benefits. For the purpose of this section, the term “net new benefits” shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank’s delineated community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the due adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of consolidation or merger; and (iii) any amendment to the articles of organization of the surviving corporation to be effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president or a vice president and the clerk or an assistant clerk of each corporation who shall state under the penalties of perjury that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation:

(1) the post office address of the initial principle office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted;

(4) the date initially fixed in the by-laws for the annual meeting of the corporators, shareholders or members of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six, unless said articles specify a later effective date not more than thirty days after such filing, in which event the consolidation or merger shall become effective on such later date. Upon consolidation of any such corporations as herein provided:

(1) The corporate existence of all but one of the consolidating corporations shall be discontinued and consolidated into that of the remaining corporation, which shall continue. All and singular the rights, privileges and franchises of each discontinuing corporation and its right, title and interest to all property of whatever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of conceivable value or benefit, then existing which would inure to it under an unconsolidated existence, shall be deemed fully and finally, and without any right of reversion, transferred to or vested in the continuing corporation, without further act or deed, and such continuing corporation shall have and hold the same in its own right as fully as if the same was possessed and held by the discontinuing corporation from which it was, by operation of the provisions hereof, transferred, and other provisions of law relative to limitations on the number of directors and on the investment of funds of such corporations, shall not apply.

(2) A discontinuing corporation’s rights, obligations and relations to any member, creditor, trustee or beneficiary of any trust, or other person, as of the effective date of the consolidation, shall remain unimpaired, and the continuing corporation shall, by the consolidation, succeed to all such relations, obligations and liabilities, as though it had itself assumed the relation or incurred the obligation or liability; and its liabilities and obligations to creditors existing for any cause whatsoever shall not be impaired by the consolidation; nor shall any obligation or liability of any member in any such corporation, continuing or discontinuing, which is party to the consolidation, be affected by any such consolidation, but such obligations and liabilities shall continue as fully and to the same extent as the same existed before the consolidation, and the provisions of chapter one hundred and sixty-seven D relative to the limitations on shares and accounts, shall not apply.

(3) A pending action or other judicial proceeding to which any of the consolidating corporations is a party shall not be deemed to have abated or to have discontinued by reason of the consolidation, but may be prosecuted to final judgment, order or decree in the same manner as if the consolidation had not been made; or the continuing corporation may be substituted as a party to any such action or proceeding to which the discontinuing corporation was a party, and any judgment, order or decree may be rendered for or against the continuing corporation that might have been rendered for or against such discontinuing corporation if consolidation had not occurred.

(4) After such consolidation, a foreclosure of a mortgage begun by any of the discontinuing corporations may be completed by the continuing corporation, and publication begun by the discontinuing corporation may be continued in the name of the discontinuing corporation. Any certificate of possession, affidavit of sale or foreclosure deed relative to such foreclosure shall be executed by the proper officers in behalf of whichever of such corporations actually took possession or made the sale, but any such instrument executed in behalf of the continuing corporation shall recite that it is the successor of the discontinuing corporation which commenced the foreclosure.

A new name, or the name of any of the consolidating corporations may be adopted as the name of the continuing corporation at the special meetings called as herein provided, and it shall become the name of the continuing corporation upon the approval of the consolidation, without further action under the laws of the commonwealth as to change or adoption of a new name on the part of the continuing corporation.

Any merger or consolidation may be approved and effected pursuant to this section, notwithstanding that the percentage which the aggregate value of the surplus and other reserves, of any of the consolidating corporations, bears to its liabilities including share liabilities, exceeds such percentage of any of the other consolidating corporations, and any consolidating corporation having such an excess of percentage shall not be required to pay an extra dividend or make any other distribution to its shareholders.

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