Section 26. If the commissioner has certified to the Co-operative Central Bank that it is unsafe or inexpedient for a corporation to continue to transact business, as provided in section four of chapter seventy-three of the acts of nineteen hundred and thirty-four, such corporation may be consolidated with or sell its assets to another bank on an expedited basis, notwithstanding any inconsistent provisions contained in sections twenty-four and twenty-five provided that the following conditions are satisfied:
(1) The terms and conditions of the proposed consolidation or purchase and sale of assets are set forth in a written plan or agreement between the continuing corporation and the Co-operative Central Bank on behalf of the certified corporation.
(2) The consolidation or purchase and sale of assets and the written plan or agreement setting forth such arrangement be approved by a vote of at least two-thirds of the board of directors of the continuing corporation at a meeting duly called for such purpose and by a vote of at least two-thirds of the board of directors of the Co-operative Central Bank at a meeting duly called for such purpose.
(3) The commissioner determines that (a) failure to take immediate action to effect a consolidation or sale of assets of the certified corporation with or to another co-operative bank is likely to undermine public confidence in banks, (b) the best interests of the shareholders of the certified corporation, the shareholders of the continuing corporation and the Co-operative Central Bank will be served by an expedited consolidation or sale of assets, and (c) the public convenience and advantage will be served by the proposed consolidation or sale of assets.
(4) The commissioner approves in writing the proposed consolidation or purchase and sale of assets, subject to such terms and conditions as may be deemed appropriate by him.
Upon the effective date of any consolidation pursuant to this section, the rights and obligations of the certified corporation, the continuing corporation and their respective shareholders, debtors and creditors shall be governed by paragraphs (1) to (4), inclusive, of the first paragraph and the second and third paragraphs of section twenty-five.
A certificate endorsed by the president and clerk, or two other duly authorized officers of the continuing corporation and the Co-operative Central Bank on behalf of the certified corporation stating that each corporation, respectively, has complied with the requirements of this section, shall be submitted to the commissioner who, if he approves such consolidation or sale of assets, shall endorse said approval upon such certificate and thereupon such consolidation or sale of assets shall become effective at the close of business on such date.
At any time, and from time to time after the consolidation has become effective, copies of the certificate may be certified and issued by the commissioner and may be filed in the several registries of deeds and land court registry districts of the commonwealth and in any filing offices established under chapter one hundred and six. Such certification shall be conclusive evidence for all purposes of the succession by the continuing corporation to all rights and interests of the certified corporation.
In the event the Share Insurance Fund of the Co-operative Central Bank ceases to insure the deposits or shares of a corporation and the commissioner determines that grounds exist to require his immediate assumption of possession and control of its assets under section twenty-two of chapter one hundred and sixty-seven, he shall, upon assumption of possession and control of such corporation’s assets, have all powers granted in this section to the Co-operative Central Bank to effect a consolidation or sale of assets on behalf of such corporation.