Delaware Code Title 5 Sec. 795F – Merger with resulting out-of-state state bank
(a) Existing Delaware banks may be merged with or into out-of-state banks to result in an out-of-state state bank; provided, that written approval by the State Bank Commissioner is required for any such merger of an existing Delaware bank that is a Delaware state bank, which shall be in the same manner as that prescribed in §§ 784, 788, 789, 790, 791 and 792 of this title and as prescribed in subsection (b) of this section; further provided, that the action by a national bank shall be taken in the manner prescribed by and subject to limitations and requirements imposed by the laws of the United States, which shall also govern the rights of its dissenting stockholders; and further provided, that the action by an out-of-state state bank shall be taken in the manner prescribed by and subject to limitations and requirements imposed by the laws of the state under whose laws such out-of-state state bank is chartered, which shall also govern the rights of its dissenting stockholders.
Terms Used In Delaware Code Title 5 Sec. 795F
- Bank: means a Delaware state bank, out-of-state state bank, Delaware national bank or out-of-state national bank. See Delaware Code Title 5 Sec. 795
- banks: when used in this chapter, do not include such national banks, except as otherwise provided in subchapters VI and VII of this chapter. See Delaware Code Title 5 Sec. 701
- Delaware bank: means a Delaware national bank or a Delaware state bank. See Delaware Code Title 5 Sec. 795
- Delaware state bank: means a bank (as defined in § 101 of this title) chartered under the laws of this State. See Delaware Code Title 5 Sec. 795
- Merger: includes merger, consolidation and the purchase or sale of all or substantially all assets. See Delaware Code Title 5 Sec. 795
- Merging bank: means a bank that is a party to a merger. See Delaware Code Title 5 Sec. 795
- Out-of-state state bank: means a state bank, as defined in the Federal Deposit Insurance Act, as amended, at 12 U. See Delaware Code Title 5 Sec. 795
- State: means the State of Delaware; and when applied to different parts of the United States, it includes the District of Columbia and the several territories and possessions of the United States. See Delaware Code Title 1 Sec. 302
- United States: includes its territories and possessions and the District of Columbia. See Delaware Code Title 1 Sec. 302
(b) Following the approval of the merger agreement both in substance and form by the Commissioner, in the same manner as that prescribed in § 784 of this title, the procedure for a merger involving a Delaware state bank which is to result in an out-of-state state bank and the legal effect of any such merger (except as regards the rights to payment for their shares of dissenting stockholders of any merging bank that is a Delaware state bank) and the manner of making and effecting the same shall be as prescribed in Chapter 1 of Title 8 for the merger or consolidation of domestic and foreign corporations.