reglab/housing_qa huggingface dataset:
NJ Rev Stat § 17:9A-133.1 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-133.1 - Interstate merger transactions

17:9A-133.1. Interstate merger transactions  16. a. One or more banks or savings banks may, with the approval of the commissioner, enter into an interstate merger transaction with an out-of-State bank or banks pursuant to section 11 of P.L.1982, c.9 (C.17:9A-8.11), article 21 of "The Banking Act of 1948," P.L.1948, c.67 (C.17:9A-132 et seq.) or article 31 of "The Banking Act of 1948," P.L.1948, c.67 (C.17:9A-199 et seq.), as applicable. b. Except as otherwise expressly provided in this subsection b., an interstate merger transaction shall not be permitted if, upon consummation of the transaction, the resulting state or federally chartered bank or savings bank, including all federally insured depository institutions that would be affiliates as defined in subsection (k) of section (2) of the federal "Bank Holding Company Act of 1956," 12 U.S.C. 1841(k), would control 30 percent or more of the total amount of deposits held by insured depository institutions in this State. The commissioner may by regulation adopt a procedure whereby the foregoing limitation on control of deposits may be waived for good cause. c. The commissioner shall not permit before June 1, 1997, an interstate merger transaction involving one or more banks or savings banks and an out-of-State bank or banks unless the home state of each bank involved in the transaction has in effect, as of the date of the approval of such transaction, a law that applies equally to all out-of-state banks and expressly permits interstate merger transactions with all out-of-state banks. d. The commissioner shall not permit on or after June 1, 1997, an interstate merger transaction involving one or more banks or savings banks and an out-of-State bank or banks if the home state of any bank or savings bank involved in the merger transaction has enacted a law after September 29, 1994, and before June 1, 1997, that applies equally to all out-of-State banks and expressly prohibits merger transactions involving out-of-State banks. e. An out-of-State bank may, with the approval of the commissioner, acquire a branch office of a bank, out-of-State bank, national bank or savings bank, and the branch shall be treated, for purposes of this section, as a bank or savings bank, as appropriate. f. A bank or savings bank may, with the approval of the commissioner, acquire an out-of-State branch office of a bank, savings bank or an out-of-State bank, and the branch shall be treated, for purposes of this section, as an out-of-State bank. g. Any out-of-State bank which shall be the resulting bank in an interstate merger transaction shall file with the commissioner in a manner consistent with regulations promulgated by the commissioner for this purpose. L.1996,c.17,s.16.
NJ Rev Stat § 17:9A-134 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-134 - Merger agreement; authorization; contents

17:9A-134. Merger agreement; authorization; contents  A. The boards of directors of the several banks proposing to merge shall authorize the execution of a merger agreement which shall contain; (1) The name of each merging bank and the location of the principal office and branch offices of each merging bank; (2) The name of the receiving bank and the location of its principal office and branch offices; (3) The name by which the receiving bank will be known after the merger is effected; (4) The names of the persons who will be the directors of the receiving bank; (5) The names of the persons who will be officers of the receiving bank; (6) The location then occupied by the principal office or a branch office of a merging bank or the receiving bank at which the principal office of the receiving bank will be maintained; (7) The locations then occupied by the principal offices and branch offices of the merging banks and the receiving bank which will be continued as branch offices of the receiving bank; (8) The effective date of the merger; (9) The amount of the capital stock, the number of shares into which it will be divided, the par value of each share, and the amount of the surplus which the receiving bank will have after the merger is effected; (10) The basis upon which shares of each merging bank will be exchanged for shares of capital stock of the receiving bank, or for shares of capital stock of a company as such term is defined in paragraph (3) of section 132 (C. 17:9A-132), or for capital notes, or for cash, or for any one or more or all of the foregoing, as the case may be; (11) A provision stating whether the capital notes to be issued pursuant to such agreement shall be convertible into shares of capital stock of the receiving bank, and, if so, shall contain a further provision for authorized but unissued shares of capital stock of the receiving bank in an aggregate par value sufficient to effect the conversion of such notes into such shares of capital stock of the receiving bank; (12) If the merger agreement provides for the issuance of preferred stock, the provisions stated in subsection B of section 125 (C. 17:9A-125); (13) Such other provisions, including the provisions stated in subsection B of section 125 (C. 17:9A-125), not inconsistent with the provisions of this act, as may be necessary or appropriate to effect the merger. B. Capital notes issued pursuant to this section shall conform with and be subject to sections 4, 8, 9 and 10 of P.L.1966, chapter 272, (C. 17:9A-131.23, 17:9A-131.27, 17:9A-131.28, and 17:9A-131.29). L.1948, c. 67, p. 282, s. 134. Amended by L.1971, c. 363, s. 1, eff. Dec. 27, 1971; L.1977, c. 417, s. 9, eff. Feb. 24, 1978.
NJ Rev Stat § 17:9A-135 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-135 - Capital requirements

17:9A-135. Capital requirements  A. When all the parties to a merger were organized prior to the effective date of this act, the capital stock of the receiving bank after merger shall be not less than an amount equal to the sum of the following: one hundred thousand dollars for each qualified bank which is a party to the merger, and fifty thousand dollars for each bank not a qualified bank, which is a party to the merger. B. When any party to a merger shall have been organized after the effective date of this act, the capital stock and surplus of the receiving bank after merger shall at least equal the sum of the following: (1) the minimum capital stock and surplus required of a bank on its establishment at the location to be occupied by the principal office of the receiving bank after the effective date of the merger, as such minimum is specified in section 4, and (2) an amount equal to such minimum capital stock and surplus so specified in section 4, for each branch office to be maintained by the receiving bank after the effective date of the merger. L.1948, c. 67, p. 283, s. 135.
NJ Rev Stat § 17:9A-136 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-136 - Approval of agreement by commissioner; review

17:9A-136. Approval of agreement by commissioner; review  A. The merger agreement, executed by all the parties thereto, shall be submitted to the commissioner who shall, within sixty days from the date of such submission, endorse thereon his approval or disapproval. If the commissioner shall disapprove the agreement, he shall forthwith file a memorandum in the department stating the reasons for his disapproval, and shall mail a copy of the memorandum to each of the banks which is a party to the merger agreement. The commissioner shall not withhold his approval unless he shall find that the merger agreement contains provisions which do not conform to this act, or that the merger will not be in the public interest. B. The commissioner's disapproval of a merger agreement, as provided in subsection A of this section, shall be subject to review, hearing and relief in the Superior Court in a proceeding in lieu of prerogative writ. L.1948, c. 67, p. 283, s. 136. Amended by L.1953, c. 17, p. 168, s. 23.
NJ Rev Stat § 17:9A-137 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-137 - Submission of agreement to stockholders; filing

17:9A-137. Submission of agreement to stockholders; filing  A. If the commissioner approves the merger agreement, it shall, within 180 days after the date of such approval, be submitted to the stockholders of each of the banks which are parties to the agreement, at separate meetings called for that purpose upon at least 20 days' notice given in the manner specified in section 81. A copy of the merger agreement shall be mailed to each stockholder of each of the banks which are parties to the agreement with the notice of the stockholders' meetings. B. If the agreement is approved by the stockholders of each bank holding at least 2/3 of the capital stock entitled to vote, that fact shall be certified as to each bank by its president or a vice-president and the certifications shall be attached to the agreement. The agreement shall then be filed in the department, and thereupon it shall become effective. L.1948, c. 67, p. 284, s. 137. Amended by L.1949, c. 229, p. 721, s. 6; L.1950, c. 153, p. 334, s. 1; L.1970, c. 165, s. 9.
NJ Rev Stat § 17:9A-138 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-138 - Merger agreement as evidence

17:9A-138. Merger agreement as evidence  A. A copy of the merger agreement, certified by the commissioner, shall be evidence in all courts and places. B. A copy of the merger agreement, certified by the commissioner, may be recorded in the office of the county recording officer charged with the duty of recording instruments affecting title to real property in such county, and such record shall have the same effect as if duly executed and acknowledged deeds to real property and assignments of mortgages affecting real or personal property owned by the merging banks had been made and delivered by the merging banks to the receiving bank, and had been duly recorded. L.1948, c. 67, p. 284, s. 138.
NJ Rev Stat § 17:9A-139 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-139 - Corporate existence; offices; rights and obligations

17:9A-139. Corporate existence; offices; rights and obligations  Upon the merger of 2 or more banks, (1) the corporate existence of each merging bank shall be merged into that of the receiving bank, and the property and rights of each merging bank shall thereupon vest in the receiving bank without further act or deed; (2) the receiving bank may, without complying with the requirements of subsection C of section 19, or the requirements of section 20, establish and maintain its principal office and branch offices at the locations specified in the merger agreement; (3) the rights and obligations of each merging bank shall become the rights and obligations of the receiving bank; (4) if the receiving bank is a qualified bank, all fiduciary and agency duties and relationships of each merging bank shall vest in the receiving bank and be performed by it in the same manner as though the receiving bank itself originally assumed such fiduciary and agency duties and relationships; (5) any pending action by or against a merging or receiving bank shall survive the merger and the receiving bank shall be substituted for the merging bank; (6) the directors named in the agreement of merger shall be the directors of the receiving bank, to serve until the time when a majority of the directors elected at the annual meeting following the effective date of the merger, shall have qualified. L.1948, c. 67, p. 285, s. 139. Amended by L.1952, c. 220, p. 755, s. 3; L.1965, c. 171, s. 11.
NJ Rev Stat § 17:9A-140 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-140 - Rights of dissenting stockholders; settlement by agreement

17:9A-140. Rights of dissenting stockholders; settlement by agreement  A. A stockholder who (1) is entitled to vote at the meeting of stockholders prescribed by section 137; and who (2) serves a written notice of dissent from the merger agreement, in the manner, at the place, and within the time prescribed in subsections B and C of this section; and who (3) does not vote to approve the merger agreement at the meeting prescribed by section 137, or at any adjournment thereof, may, within thirty days after the filing of the agreement in the department as provided by section 137, serve a demand upon the receiving bank at its principal office, for the payment to him of the value of his shares of stock. The receiving bank may, within ten days after the receipt of such demand, offer to pay the stockholder a sum for his shares, which, in the opinion of the board of directors of the receiving bank, does not exceed the amount which would be paid upon such shares if the business and assets of the bank whose stock such stockholder holds were liquidated on the day of the filing of the agreement pursuant to section 137. B. Service of the notice of dissent prescribed by paragraph (2) of subsection A of this section shall be made at the principal office of the bank whose stock is held by the dissenting stockholder, and shall be made not later than the third day prior to the day fixed for the meeting of the stockholders of such bank pursuant to section 137. C. Service of the notice of dissent and of the demand for payment prescribed by this section may be made by registered mail or personally by the dissenting stockholder or his agent. L.1948, c. 67, p. 285, s. 140. Amended by L.1950, c. 153, p. 335, s. 2.
NJ Rev Stat § 17:9A-141 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-141 - Appointment of appraisers

17:9A-141. Appointment of appraisers  If a stockholder fails to accept the sum offered for his shares pursuant to section one hundred forty, he may, within three weeks after the receipt by him of the bank's offer of payment, or, if no offer is made by the bank, within three weeks after the date upon which his demand was served upon the bank as specified in section one hundred forty, institute an action in the Superior Court for the appointment of a board of three appraisers to determine the value of his shares of stock as of the day of the filing of the merger agreement pursuant to section one hundred thirty-seven. The court may proceed in the action in a summary manner or otherwise. Any other stockholder who has the right to institute a similar action may intervene. The court shall, in respect to any one bank, appoint a single board of three appraisers to determine the value of the shares of all stockholders of such bank who are parties to such action. L.1948, c. 67, p. 286, s. 141. Amended by L.1953, c. 17, p. 169, s. 24.
NJ Rev Stat § 17:9A-142 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-142 - Duties of appraisers; report; objections; compensation; vacancies

17:9A-142. Duties of appraisers; report; objections; compensation; vacancies  A. The appraisers shall be sworn to the faithful discharge of their duties. They shall meet at such place or places, and shall give such notice of their meetings as the court may prescribe. The bank and each stockholder who is a party to the action instituted pursuant to section one hundred forty-one, may be represented by attorneys in the proceedings before such appraisers, and may present such evidence to them as shall be material to the issue. The determination of any two of the appraisers shall control. Upon the conclusion of their deliberations, the appraisers shall file in the Superior Court a report and appraisal of the value of the shares of stock, and shall mail a copy thereof to the bank and to each stockholder who is a party to said action. B. The bank and each stockholder who is a party to said action shall have ten days after the filing of the report and appraisal within which to object thereto in the Superior Court. In the absence of any objections, the report and appraisal shall be binding upon the bank and upon such stockholders, and the bank shall pay each such stockholder the value of his shares, as reported by the appraisers, with interest from the date of the filing of the merger agreement pursuant to section one hundred thirty-seven, at such rate, not in excess of the legal rate, as shall be fixed by the appraisers. If objections are made, the court shall make such order or judgment thereon as shall be just. C. The Superior Court shall fix the compensation of the appraisers, which shall be paid by the bank, and shall be vested with full jurisdiction over all matters arising out of an action instituted pursuant to section one hundred forty-one. In the case of a vacancy in the board of appraisers, the Superior Court shall, on its own motion, or upon motion of a stockholder, or of the receiving bank, fill such vacancy. L.1948, c. 67, p. 286, s. 142. Amended by L.1953, c. 17, p. 169, s. 25.
NJ Rev Stat § 17:9A-143 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-143 - Assignment of stock to bank

17:9A-143. Assignment of stock to bank  Upon payment by the bank of the value of shares of stock pursuant to this article, the holder thereof shall assign such shares to the bank. L.1948, c. 67, p. 287, s. 143.
NJ Rev Stat § 17:9A-144 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-144 - Effect of stockholder's failure to act

17:9A-144. Effect of stockholder's failure to act  A stockholder who fails to act pursuant to sections 140 or 141 shall be forever barred from bringing any action to enforce his right to be paid the value of his shares in lieu of continuing his status as a stockholder in the receiving bank. L.1948, c. 67, p. 287, s. 144.
NJ Rev Stat § 17:9A-145 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-145 - Obligation of bank to pay stockholder

17:9A-145. Obligation of bank to pay stockholder  An offer by the bank and an acceptance thereof by the stockholder pursuant to section 140 and the determination of value upon proceedings brought pursuant to sections 141 and 142 shall constitute a debt of the receiving bank for the recovery of which an action will lie. L.1948, c. 67, p. 288, s. 145.
NJ Rev Stat § 17:9A-146 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-146 - Action to enjoin merger

17:9A-146. Action to enjoin merger  A. A stockholder may, not later than five days prior to the date of the meeting called pursuant to section one hundred thirty-seven institute an action in the Superior Court to enjoin the merger on the ground that the agreement is unfair or inequitable, or contrary to law. The court may proceed in the action in a summary manner or otherwise. B. A stockholder who fails to institute an action as specified in subsection A of this section shall thereafter be forever barred from bringing any action to enjoin, set aside, or otherwise affect such merger. L.1948, c. 67, p. 288, s. 146. Amended by L.1953, c. 17, p. 170, s. 26.
NJ Rev Stat § 17:9A-147 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-147 - Issuance of new stock certificates

17:9A-147. Issuance of new stock certificates  A. The receiving bank shall require each stockholder of each merging bank to surrender his certificates of capital stock of each such bank, and shall, upon such surrender, issue or deliver in lieu thereof, certificates for such number of its own shares of capital stock and such number of shares of capital stock of a company, as such term is defined in paragraph (3) of section 132 (C. 17:9A-132), and such amount of capital notes or cash, as such stockholder is entitled to receive pursuant to the terms of the merger agreement. B. The increase in a receiving bank's capital stock resulting from the issuance of its shares of capital stock in exchange for the shares of capital stock of each merging bank, or in exchange for convertible capital notes converted into shares of capital stock pursuant to the merger agreement shall not entitle the stockholders of the receiving bank to acquire additional shares of capital stock. L.1948, c. 67, p. 288, s. 147. Amended by L.1977, c. 417, s. 10, eff. Feb. 24, 1978.
NJ Rev Stat § 17:9A-149 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-149 - Prerequisites to conversion; definition of "applicable Federal law"

17:9A-149. Prerequisites to conversion; definition of "applicable Federal law"  A. As used in this article, "applicable Federal law" means the laws of the United States, as presently enacted and as hereafter from time to time supplemented or amended, governing the conversion of a national banking association into a bank organized under State laws. B. A national banking association which has its principal office in this State may become a bank in the manner following: (1) it shall take such action, in the manner prescribed by applicable Federal law, as shall make its conversion into a bank effective; (2) a majority of its directors shall execute, acknowledge and submit to the commissioner a certificate of incorporation setting forth the matters specified in paragraphs (1), (2), (3), (4), (5), (8), (9) and (10) of section 3, together with a copy of the plan of conversion, and together with an affidavit setting forth the matters specified in paragraphs (1) and (2) of subsection A of section 9. L.1948, c. 67, p. 290, s. 149. Amended by L.1951, c. 41, p. 150, s. 3.
NJ Rev Stat § 17:9A-150 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-150 - Procedure

17:9A-150. Procedure  The submission to the commissioner of the certificate of incorporation, the plan of conversion, and the affidavit pursuant to section 149, shall constitute an application for charter. If the commissioner shall be satisfied that (1) the capital stock and surplus of the national banking association upon its conversion pursuant to this article complies with the requirements of section 151; (2) the national banking association has complied in all respects with applicable Federal law; (3) the matters set forth in the affidavit submitted to him pursuant to paragraph (2) of subsection B of section 149 are true; (4) the certificate of incorporation complies with the requirements of paragraph (2) of subsection B of section 149; (5) the plan of conversion contains no provisions violative of the laws of this State; and (6) the directors designated in the certificate of incorporation possess capacity and fitness for the duties and responsibilities with which they will be charged; he shall endorse upon or annex to the certificate of incorporation a certificate of approval, and the certificate shall thereupon be filed in the department. Upon such filing, the subscribers to the certificate, their successors and assigns shall be a corporation, in the manner provided by, and subject to the provisions of, section 13. The commissioner shall thereupon issue a certificate of authority in the form prescribed by section 14, and shall file a copy thereof in the department, and the bank shall be authorized to transact business. L.1948, c. 67, p. 290, s. 150. Amended by L.1951, c. 41, p. 150, s. 4.