reglab/statecodes huggingface dataset:
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 1 - Merger Into California State Depository Corporation › Section 4881.

4881. (a) With the approval of the commissioner, a bank may merge into a California state bank pursuant to (1) this article, (2) in case the disappearing bank is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the disappearing bank is a foreign bank, the law of the foreign bank’s domicile.
(b) With the approval of the commissioner, an industrial loan company may merge into a California industrial loan company pursuant to (1) this article and (2) in case the disappearing industrial loan company is a foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile.
(c) With the approval of the commissioner, a depository corporation of any class may merge into a California state depository corporation of another class pursuant to (1) this article, (2) in case the disappearing depository corporation is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the disappearing depository corporation is a foreign depository corporation, the law of the disappearing depository corporation’s domicile.
(Amended by Stats. 1996, Ch. 1064, Sec. 510. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 1 - Merger Into California State Depository Corporation › Section 4882.

4882. In obtaining any approval of outstanding shares required for a merger, the surviving depository corporation and, in case the surviving depository corporation is to issue securities in consideration of the merger, the disappearing depository corporation shall each provide to its shareholders such information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.
(Amended by Stats. 1996, Ch. 1064, Sec. 511. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 1 - Merger Into California State Depository Corporation › Section 4883.

4883. The provisions of Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code shall not apply to the shareholders of the surviving depository corporation in a merger.
(Added by Stats. 1982, Ch. 1411, Sec. 3.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 1 - Merger Into California State Depository Corporation › Section 4884.

4884. A surviving depository corporation shall file with the commissioner an application for approval of the merger.
(Amended by Stats. 1996, Ch. 1064, Sec. 512. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 1 - Merger Into California State Depository Corporation › Section 4885.

4885. If the commissioner finds all of the following with respect to an application for approval of a merger, the commissioner shall approve the application:
(a) That the merger will not result in a monopoly and will not be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the banking, savings association, or industrial loan business in any part of this state.
(b) That the merger will not have the effect in any section of this state of substantially lessening competition, tending to create a monopoly, or otherwise being in restraint of trade, or that the anticompetitive effect is clearly outweighed in the public interest by the probable effect of the merger in meeting the convenience and needs of the community to be served.
(c) That the shareholders’ equity of the surviving depository corporation will be adequate and that the financial condition of the surviving depository corporation will be satisfactory.
(d) That the directors and executive officers of the surviving depository corporation will be satisfactory.
(e) That the surviving depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the surviving depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws.
(f) That the merger will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the merger that has been determined by agreement between the disappearing depository corporation and the surviving depository corporation in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the disappearing depository corporation and the surviving depository corporation.
(g) In the case of a merger where the disappearing depository corporation is a California savings association, that the merger will not have a seriously adverse effect on the total availability of financing for housing in any market area of the disappearing savings association in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the merger in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the surviving depository corporation to make financing for housing available.
If the commissioner finds otherwise, the commissioner shall deny the application for approval of the merger.
(Amended by Stats. 1996, Ch. 1064, Sec. 513. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 1 - Merger Into California State Depository Corporation › Section 4887.

4887. (a) After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the agreement of merger and endorse the approval on the agreement of merger.
(b) After the agreement of merger has been filed with the Secretary of State, the surviving depository corporation shall file with the commissioner a copy of the agreement of merger certified by the Secretary of State, and at that time the merger shall become effective for all purposes.
(Amended by Stats. 1996, Ch. 1064, Sec. 515. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 1 - Merger Into California State Depository Corporation › Section 4888.

4888. When a merger becomes effective:
(a) Unless the surviving depository corporation provided otherwise in the application for approval of the merger or unless the commissioner provided otherwise in the approval of the application:
(1) The surviving depository corporation may establish and maintain a branch office at the head office of the disappearing depository corporation and may establish and maintain equivalent offices at the branch offices, places of business, extensions of offices, and other facilities, if any, of the disappearing corporation.
(2) If the disappearing depository corporation was authorized to transact and was transacting trust business, the surviving depository corporation, if it is a California state bank or savings association, may transact trust business.
(b) The commissioner shall issue to the surviving depository corporation certificates of authority, licenses, and other authorizations as may be necessary to carry out the provisions of subdivision (a).
(Amended by Stats. 1996, Ch. 1064, Sec. 516. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 1 - Merger Into California State Depository Corporation › Section 4889.

4889. (a) When a merger becomes effective:
(1) Any reference to the disappearing depository corporation in any writing, whether executed or taking effect before or after the merger, shall be deemed a reference to the surviving corporation, if not inconsistent with the other provisions of the writing.
(2) In case the disappearing depository corporation was transacting trust business, the surviving depository corporation shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the disappearing depository corporation under all trusts, executorships, administrations, guardianships, agencies, and all their fiduciary or representative capacities to the same extent as if the surviving depository corporation had originally assumed such fiduciary or representative capacities, and the surviving depository corporation shall be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the disappearing depository corporation is or may be named in wills, whenever probated, or to which the disappearing depository corporation is or may be named or appointed by any other instrument.
(b) Subdivision (a) shall be construed as clarifying and amplifying, not as limiting or restricting, the provisions of Section 1107 of the Corporations Code.
(Added by Stats. 1982, Ch. 1411, Sec. 3.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 1 - Merger Into California State Depository Corporation › Section 4890.

4890. Promptly after a merger becomes effective:
(a) The surviving depository corporation shall:
(1) Surrender to the regulator of the disappearing depository corporation for cancellation the certificates of authority or licenses issued to the disappearing depository corporation by the regulator; and
(2) File with the regulator of the disappearing depository corporation such report regarding the merger as the regulator may require.
(b) The commissioner shall file a report regarding the merger with the Secretary of State.
(Amended by Stats. 1996, Ch. 1064, Sec. 517. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 1 - Merger Into California State Depository Corporation › Section 4891.

4891. (a) After a merger becomes effective, the commissioner shall, upon application, issue a certificate under his or her official seal, stating that the disappearing depository corporation merged into the surviving depository corporation and specifying the time at which the merger became effective.
(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the merger and of the regularity of the proceedings taken for the merger and shall be conclusive evidence of such matters in favor of any innocent purchaser or encumbrancer for value.
(Amended by Stats. 1996, Ch. 1064, Sec. 518. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 2 - Merger Into California State-Licensed Foreign (Other Nation) Bank › Section 4895.01.

4895.01. In this article, unless the context otherwise requires, “merger” means any of the mergers described in Section 4895.02.
(Added by Stats. 1995, Ch. 480, Sec. 164. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 2 - Merger Into California State-Licensed Foreign (Other Nation) Bank › Section 4895.02.

4895.02. With the approval of the commissioner:
(a) A California depository corporation may merge into a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the disappearing depository corporation is a federal depository corporation, federal law, and (3) the law of the foreign bank’s domicile.
(b) A foreign (other state) depository corporation that has a branch office in this state may merge into a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the disappearing depository corporation is a federal depository corporation, federal law, and (3) the laws of the domiciles of the disappearing depository corporation and of the foreign bank.
(Amended by Stats. 1996, Ch. 1064, Sec. 519. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 2 - Merger Into California State-Licensed Foreign (Other Nation) Bank › Section 4895.03.

4895.03. In case the disappearing depository corporation is a California state depository corporation, a merger is subject to the provisions of Section 1108 of the Corporations Code.
(Added by Stats. 1995, Ch. 480, Sec. 164. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 2 - Merger Into California State-Licensed Foreign (Other Nation) Bank › Section 4895.04.

4895.04. (a) In case the disappearing depository corporation is a California state depository corporation, a merger has the same effect as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880.
(b) In case the disappearing depository corporation is not a California state depository corporation, a merger has the same effect with respect to the disappearing corporation’s business in this state as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880.
(Added by Stats. 1995, Ch. 480, Sec. 164. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 2 - Merger Into California State-Licensed Foreign (Other Nation) Bank › Section 4895.05.

4895.05. (a) A merger shall not become effective unless it has been approved by the commissioner.
(b) After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the merger.
(Amended by Stats. 1996, Ch. 1064, Sec. 520.1. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 2 - Merger Into California State-Licensed Foreign (Other Nation) Bank › Section 4895.06.

4895.06. A merger is subject to the provisions of Sections 4884 to 4885, inclusive, and 4888 to 4891, inclusive, as if the merger were a merger of the type defined in Section 4880.
(Amended by Stats. 1996, Ch. 887, Sec. 43. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 3 - Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4900.

4900. In this article, unless the context otherwise requires, “merger” means any of the mergers described in Section 4901.
(Amended by Stats. 1995, Ch. 480, Sec. 166. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 3 - Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4901.

4901. (a) A California state bank may merge into a national banking association, a California federally licensed foreign (other nation) bank, or an insured foreign (other state) state bank pursuant to (1) this article, (2) in case the surviving bank is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the surviving bank is a California federally licensed foreign (other nation) bank or an insured foreign (other state) state bank, the law of the foreign bank’s domicile.
(b) A California industrial loan company may merge into an insured foreign (other state) industrial loan company pursuant to (1) this article and (2) the law of the foreign industrial loan company’s domicile.
(c) A California state depository corporation of any class may merge into a federal depository corporation of another class, a California federally licensed foreign (other nation) bank, or an insured foreign (other state) state depository corporation of another class pursuant to (1) this article, (2) in case the surviving depository corporation is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the surviving depository corporation is a California federally licensed foreign (other nation) bank or an insured foreign (other state) state depository corporation, the law of the domicile of the foreign bank or foreign depository corporation.
(Repealed and added by Stats. 1995, Ch. 480, Sec. 168. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 3 - Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4901.5.

4901.5. (a) No provision of Division 1.1 (commencing with Section 1000), except the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1, prohibits or restricts the merger of a California state bank or California industrial loan company.
(b) No provision of Division 2 (commencing with Section 5000) prohibits or restricts the merger of a California state savings and loan association.
(Amended by Stats. 2013, Ch. 334, Sec. 60. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 3 - Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4902.

4902. A merger is subject to the provisions of Section 1108 of the Corporations Code.
(Amended by Stats. 1995, Ch. 480, Sec. 170. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 3 - Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4903.

4903. A merger shall have the same effect as provided in Section 1107 of the Corporations Code and as provided in Section 4889 in the case of a merger of the type defined in Section 4880.
(Amended by Stats. 1995, Ch. 480, Sec. 172. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 3 - Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4904.

4904. Promptly after a merger becomes effective, the surviving depository corporation shall:
(1) Surrender to the commissioner for cancellation the certificates of authority or licenses issued by the commissioner to the disappearing depository corporation; and
(2) File with the commissioner such report of the merger as the commissioner may require.
(Amended by Stats. 1996, Ch. 1064, Sec. 521. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 3 - Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4905.

4905. (a) After a merger becomes effective, the surviving depository corporation may issue an officer’s certificate, stating that the disappearing depository corporation merged into the surviving depository corporation and specifying the time at which the merger became effective.
(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the merger and of the regularity of the proceedings taken for the merger and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.
(Amended by Stats. 1995, Ch. 480, Sec. 173. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 4 - Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation › Section 4908.01.

4908.01. In this article, unless the context otherwise requires, “merger” means any of the mergers described in Section 4908.02.
(Added by Stats. 1996, Ch. 887, Sec. 46. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 4 - Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation › Section 4908.02.

4908.02. With the approval of the commissioner, a California state independent trust company may merge into an uninsured foreign (other state) state depository corporation pursuant to this article and the law of the surviving depository corporation’s domicile.
(Amended by Stats. 1996, Ch. 1064, Sec. 521.2. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 4 - Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation › Section 4908.03.

4908.03. A merger is subject to the provisions of Section 1108 of the Corporations Code.
(Added by Stats. 1996, Ch. 887, Sec. 46. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 4 - Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation › Section 4908.04.

4908.04. A disappearing or surviving depository corporation shall file an application for approval of a merger with the commissioner.
(Amended by Stats. 1996, Ch. 1064, Sec. 521.3. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 4 - Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation › Section 4908.05.

4908.05. A merger shall not become effective unless it has been approved by the commissioner.
(Amended by Stats. 1996, Ch. 1064, Sec. 521.4. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 4 - Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation › Section 4908.06.

4908.06. If the commissioner finds all of the following with respect to an application for approval of a merger, the commissioner shall approve the application:
(a) That the shareholders’ equity of the surviving depository corporation will be adequate and that the financial condition of the surviving depository corporation will be satisfactory.
(b) That the directors and executive officers of the surviving depository corporation will be satisfactory.
(c) That the surviving depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the surviving depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws.
(d) That the merger will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the merger that has been determined by agreement between the disappearing depository corporation and the surviving depository corporation in an arm’s-length transaction, the commissioner shall find that the term is fair, just, and equitable to the disappearing depository corporation and the surviving depository corporation.
If the commissioner finds otherwise, the commissioner shall deny the application for approval of the merger.
(Amended by Stats. 1996, Ch. 1064, Sec. 521.5. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 4 - Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation › Section 4908.07.

4908.07. After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the merger.
(Amended by Stats. 1996, Ch. 1064, Sec. 521.7. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 4 - Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation › Section 4908.08.

4908.08. A merger shall have the same effect as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880.
(Added by Stats. 1996, Ch. 887, Sec. 46. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 4 - Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation › Section 4908.09.

4908.09. Promptly after a merger becomes effective, the surviving depository corporation shall:
(a) Surrender to the commissioner for cancellation the certificates of authority or licenses issued by the commissioner to the disappearing depository corporation.
(b) File with the commissioner any report regarding the merger that the commissioner may require.
(Amended by Stats. 1996, Ch. 1064, Sec. 521.8. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 4 - Merger › ARTICLE 4 - Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation › Section 4908.10.

4908.10. (a) After a merger becomes effective, the surviving depository corporation may issue an officers’ certificate, stating that the disappearing depository corporation merged into the surviving depository corporation and specifying the time at which the merger became effective.
(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the merger and of the regularity of the proceedings taken for the merger and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.
(Added by Stats. 1996, Ch. 887, Sec. 46. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 1 - Conversion of California State Depository Corporation Into California State Depository Corporation › Section 4920.

4920. In this article, unless the context otherwise requires, “conversion” means any of the conversions described in Section 4921.
(Amended by Stats. 1996, Ch. 1064, Sec. 522. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 1 - Conversion of California State Depository Corporation Into California State Depository Corporation › Section 4921.

4921. With the approval of the commissioner, a California state depository corporation of any class may convert into a California state depository corporation of another class pursuant to this article.
(Amended by Stats. 1996, Ch. 1064, Sec. 523. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 1 - Conversion of California State Depository Corporation Into California State Depository Corporation › Section 4922.

4922. (a) A converting depository corporation shall adopt, and shall file with the commissioner an application for approval of, such amendments to its articles as may be necessary to carry out the conversion. Section 904 of the Corporations Code shall not apply to the amendments.
(b) A converting depository corporation shall adopt, and shall file with the commissioner an application for approval of, such amendments to its bylaws as may be necessary to carry out the conversion. The amendments shall not take effect until they are approved by the commissioner and the conversion becomes effective.
(Amended by Stats. 1996, Ch. 1064, Sec. 524. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 1 - Conversion of California State Depository Corporation Into California State Depository Corporation › Section 4923.

4923. In obtaining the approval of outstanding shares or shareholders required for any amendment to articles or bylaws called for in Section 4922, a converting depository corporation shall provide to its shareholders information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.
(Amended by Stats. 1996, Ch. 1064, Sec. 525. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 1 - Conversion of California State Depository Corporation Into California State Depository Corporation › Section 4924.

4924. A converting depository corporation shall file with the commissioner an application for approval of the conversion.
(Amended by Stats. 1996, Ch. 1064, Sec. 526. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 1 - Conversion of California State Depository Corporation Into California State Depository Corporation › Section 4925.

4925. If the commissioner finds all of the following with respect to an application for approval of a conversion, the commissioner shall approve the application:
(a) That the shareholders equity of the resulting depository corporation will be adequate and that the financial condition of the resulting depository corporation will be satisfactory.
(b) That the directors, executive officers, and any controlling person of the resulting corporation will be satisfactory.
(c) That the name of the resulting depository corporation will not resemble so closely as to be likely to cause confusion the name of any other bank, savings association, or industrial loan company, as the case may be, that is transacting or has recently transacted business in this state.
(d) That the resulting depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the resulting depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws.
(e) In the case of a conversion of a California state savings association, that the conversion will not have a seriously adverse effect on the total availability of financing for housing in any market area of the converting savings association in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the conversion in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the resulting depository corporation to make financing for housing available.
If the commissioner finds otherwise, the commissioner shall deny the application for approval of the conversion.
(Amended by Stats. 1996, Ch. 1064, Sec. 527. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 1 - Conversion of California State Depository Corporation Into California State Depository Corporation › Section 4927.

4927. After an application for approval of a conversion has been approved and all conditions precedent to the conversion have been fulfilled, the commissioner shall approve the amendments to the articles of the converting depository corporation called for in Section 4922, endorse the approval on the certificate of amendment or other instrument containing the amendments, and specify the time at which the certificate of amendment or other instrument is to be filed with the Secretary of State. The certificate of amendment or other instrument shall be filed with the Secretary of State at the time so specified by the commissioner, and at the time of the filing, the conversion shall become effective for all purposes.
(Amended by Stats. 1996, Ch. 1064, Sec. 529. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 1 - Conversion of California State Depository Corporation Into California State Depository Corporation › Section 4928.

4928. When a conversion becomes effective, the commissioner shall:
(a) (1) In case the resulting depository corporation is a California state bank, issue to the resulting depository corporation a certificate of authority authorizing it to transact commercial banking business or commercial banking business and trust business, as the case may be.
(2) In case the resulting depository corporation is a California state savings association, issue to the resulting depository corporation a license authorizing it to transact business as a state savings association.
(3) In case the resulting depository corporation is a California industrial loan company, issue to the resulting depository corporation a certificate of authority authorizing it to transact business as an industrial loan company.
(b) In any case, issue to the resulting depository corporation certificates of authority, licenses, or other appropriate authorizations for the branch offices, places of business, extensions of offices, and other facilities, if any, that the converting depository corporation was operating and that the resulting depository corporation is to continue to operate.
(Amended by Stats. 1996, Ch. 1064, Sec. 530. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 1 - Conversion of California State Depository Corporation Into California State Depository Corporation › Section 4929.

4929. Promptly after a conversion becomes effective, the resulting depository corporation shall:
(a) Surrender to the commissioner for cancellation the certificates of authority or licenses issued to the converting depository corporation by the commissioner; and
(b) File with the commissioner such report regarding the conversion as the commissioner may require.
(Amended by Stats. 1996, Ch. 1064, Sec. 531. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 1 - Conversion of California State Depository Corporation Into California State Depository Corporation › Section 4930.

4930. (a) After a conversion becomes effective, the commissioner shall issue, upon application, a certificate under his or her official seal, stating that the converting depository corporation converted into the resulting depository corporation and specifying the time at which the conversion became effective.
(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the conversion and of the regularity of the proceedings taken for the conversion and shall be conclusive evidence of such matters in favor of any innocent purchaser or encumbrancer for value.
(Amended by Stats. 1996, Ch. 1064, Sec. 532. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 2 - Conversion of Federal Depository Corporation Into California State Depository Corporation › Section 4940.

4940. In this article, unless the context otherwise requires, “conversion” means any of the conversions described in Section 4941.
(Amended by Stats. 1996, Ch. 1064, Sec. 533. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 2 - Conversion of Federal Depository Corporation Into California State Depository Corporation › Section 4941.

4941. With the approval of the commissioner:
(a) A national banking association may convert into a California state bank pursuant to this article and federal law.
(b) A federal depository corporation of any class may convert into a California state depository corporation of another class pursuant to federal law and this article.
(Amended by Stats. 1996, Ch. 1064, Sec. 534. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 2 - Conversion of Federal Depository Corporation Into California State Depository Corporation › Section 4942.

4942. A converting depository corporation shall adopt a plan of conversion pursuant to the provisions of federal law.
(Added by Stats. 1982, Ch. 1411, Sec. 3.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 2 - Conversion of Federal Depository Corporation Into California State Depository Corporation › Section 4943.

4943. In obtaining any approval of outstanding shares required for a plan of conversion, a converting depository corporation shall provide to its shareholders information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.
(Amended by Stats. 1996, Ch. 1064, Sec. 535. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 2 - Conversion of Federal Depository Corporation Into California State Depository Corporation › Section 4944.

4944. A converting depository corporation shall file the following with the commissioner:
(a) The plan of conversion.
(b) An officer’s certificate certifying that the plan of conversion has been approved as required by federal law.
(c) An application for approval of the conversion.
(Amended by Stats. 1996, Ch. 1064, Sec. 536. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 2 - Conversion of Federal Depository Corporation Into California State Depository Corporation › Section 4945.

4945. If the commissioner finds all of the factors set forth in Section 4925 with respect to an application for approval of a conversion, the commissioner shall approve the application. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the conversion.
(Amended by Stats. 1996, Ch. 1064, Sec. 537. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 2 - Conversion of Federal Depository Corporation Into California State Depository Corporation › Section 4946.

4946. After an application for approval of a conversion has been approved by the commissioner but before the conversion becomes effective, the converting depository corporation shall file with the commissioner an application for approval of the articles of the resulting depository corporation. When the commissioner approves the articles, the commissioner shall endorse the approval on the articles. After the articles are filed with the Secretary of State, the resulting depository corporation shall file with the commissioner a copy of the articles certified by the Secretary of State.
(Amended by Stats. 2003, Ch. 404, Sec. 13. Effective January 1, 2004.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 2 - Conversion of Federal Depository Corporation Into California State Depository Corporation › Section 4948.

4948. (a) After an application for approval of a conversion has been approved and all conditions precedent to the conversion have been fulfilled, the commissioner shall:
(1) In case the resulting depository corporation is a California state bank, issue to the resulting depository corporation a certificate of authority authorizing it to transact commercial banking business or commercial banking business and trust business, as the case may be.
(2) In case the resulting depository corporation is a California state savings association, issue to the resulting depository corporation a license authorizing it to transact business as a California state savings association.
(3) In case the resulting depository corporation is a California industrial loan company, issue to the resulting depository corporation a certificate of authority authorizing it to transact business as an industrial loan company.
(b) Upon the issuance of the certificate of authority or license pursuant to subdivision (a), the conversion shall become effective for all purposes.
(Amended by Stats. 1996, Ch. 1064, Sec. 540. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 2 - Conversion of Federal Depository Corporation Into California State Depository Corporation › Section 4949.

4949. When a conversion becomes effective, the commissioner shall issue to the resulting depository corporation certificates of authority, licenses, or other appropriate authorizations for the branch offices, places of business, extensions of offices, and other facilities, if any, that the converting depository corporation was operating and that the resulting depository corporation is to continue to operate.
(Amended by Stats. 1996, Ch. 1064, Sec. 541. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 5 - Conversion › ARTICLE 2 - Conversion of Federal Depository Corporation Into California State Depository Corporation › Section 4950.

4950. When a conversion becomes effective:
(a) The converting depository corporation shall cease to exist.
(b) The resulting depository corporation shall succeed, without other transfer, to all the rights and property of the converting depository corporation and shall be subject to all the debts and liabilities of the converting depository corporation in the same manner as if the resulting depository corporation had itself incurred them.
(c) All rights of creditors of the converting depository corporation and all liens upon the property of the converting depository corporation shall be preserved unimpaired, provided that such liens upon the property of the converting depository corporation shall be limited to the property affected thereby immediately prior to the time when the conversion becomes effective.
(d) Any action or proceeding pending by or against the converting depository corporation may be prosecuted to judgment, which shall bind the resulting depository corporation, or the resulting depository corporation may be proceeded against or substituted in place of the converting depository corporation.
(e) Any reference to the converting depository corporation in any writing, whether executed or taking effect before or after the conversion, shall be deemed a reference to the resulting depository corporation if not inconsistent with the other provisions of such writing.
(f) In case the converting depository corporation was transacting trust business, the resulting depository corporation shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the converting depository corporation under all trusts, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities to the same extent as if the resulting depository corporation had originally assumed such fiduciary or representative capacities, and the resulting depository corporation shall be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the converting depository corporation is or may be named in wills, whenever probated, or to which the converting depository corporation is or may be named or appointed by any other instrument.
(Added by Stats. 1982, Ch. 1411, Sec. 3.)