reglab/statecodes huggingface dataset:
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4855.

4855. If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application:
(a) That the sale 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 sale 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 sale in meeting the convenience and needs of the community to be served.
(c) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory.
(d) That the directors and executive officers of the purchaser will be satisfactory.
(e) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will be operated in a safe and sound manner and in compliance with all applicable laws.
(f) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser.
(g) In the case of a sale where the seller is a California savings association, that the sale will not have a seriously adverse effect on the total availability of financing for housing in the market area of the seller in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the sale in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the purchaser to make financing for housing available.
If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale.
(Amended by Stats. 1996, Ch. 1064, Sec. 491. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4857.

4857. After an application for approval of a sale has been approved and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale, and at that time the sale shall become effective for all purposes.
(Amended by Stats. 1996, Ch. 1064, Sec. 493.1. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4858.

4858. When a sale becomes effective:
(a) Unless the purchaser provided otherwise in the application for approval of the sale or unless the commissioner provided otherwise in the approval of the application:
(1) The purchaser may establish and maintain a branch office at the head office of the seller and establish and maintain equivalent offices at the branch offices, places of business, extensions of offices, and other facilities, if any, of the seller.
(2) If the seller was authorized to transact and was transacting trust business, the purchaser, if it is a California state bank or savings association, may transact trust business.
(b) The commissioner shall issue to the purchaser 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. 494. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4859.

4859. When a sale becomes effective:
(a) The purchaser shall succeed, without other transfer, to all the rights and property of the seller except any rights and property of the seller which are specifically not sold to the purchasing corporation under the agreement of sale.
(b) The purchaser shall assume and be subject to all the debts and liabilities of the seller in the same manner as if the purchaser had itself incurred them.
(c) All rights of creditors of the seller and all liens upon the property of the seller shall be preserved unimpaired, provided that such liens upon the property of the seller shall be limited to the property affected thereby immediately prior to the time when the sale becomes effective.
(d) Any action or proceeding pending by or against the seller may be prosecuted to judgment, which shall bind the purchaser, or the purchaser may be proceeded against or substituted in place of the seller.
(e) Any reference to the seller in any writing, whether executed or taking effect before or after the sale, shall be deemed a reference to the purchaser, if not inconsistent with the other provisions of the writing.
(f) In case the seller was transacting trust business, the purchaser shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the seller under all trusts, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities to the same extent as if the purchaser had originally assumed the fiduciary or representative capacities, and the purchaser shall be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the seller is or may be named in wills, whenever probated, or to which the seller is or may be named or appointed by any other instrument.
(Amended by Stats. 1995, Ch. 480, Sec. 142. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4860.

4860. No action on account of any debt or liability assumed by a purchaser in a sale may be commenced against the seller more than one year after the time when the sale becomes effective.
(Added by Stats. 1982, Ch. 1411, Sec. 3.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4861.

4861. Promptly after a sale becomes effective:
(a) The seller shall:
(1) Surrender to the commissioner for cancellation the certificates of authority or licenses issued to it by the commissioner.
(2) File with the commissioner any report regarding the sale that the commissioner may require.
(b) In case the seller is a California state depository corporation, the seller shall wind up and dissolve. However, if the seller is a California state bank, the seller may, in the alternative and with the approval of the commissioner, change into a nonbank corporation by amending its articles and changing its name.
(Amended by Stats. 1996, Ch. 1064, Sec. 495. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 2 - Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank › Section 4862.

4862. (a) After a sale becomes effective, the commissioner shall issue, upon application, a certificate under his or her official seal, stating that the seller sold its whole business unit to the purchaser and specifying the time at which the sale became effective.
(b) Any certificate pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.
(Amended by Stats. 1996, Ch. 1064, Sec. 496. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3 - Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4870.

4870. In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4871.
(Amended by Stats. 1995, Ch. 480, Sec. 146. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3 - Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4871.

4871. (a) A California state bank may sell its whole business unit to 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 purchaser is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the purchaser 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 sell its whole business unit to 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 sell its whole business unit to 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 purchaser is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the purchaser 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. 148. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3 - Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4871.5.

4871.5. (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 a sale in a case where the seller is a California state bank or a California industrial loan company.
(b) No provision of Division 2 (commencing with Section 5000) prohibits or restricts a sale in a case where the seller is a California state savings and loan association.
(Amended by Stats. 2013, Ch. 334, Sec. 58. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3 - Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4872.

4872. A sale is subject to the provisions of Sections 4847 to 4850, inclusive, and 4852 as if the sale were a sale of the type defined in Section 4845.
(Amended by Stats. 1996, Ch. 887, Sec. 31. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3 - Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4873.

4873. A sale shall have the same effect as provided in Sections 4859 and 4860 in the case of a sale of the type defined in Section 4845.
(Amended by Stats. 1995, Ch. 480, Sec. 151. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3 - Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4874.

4874. Promptly after a sale becomes effective:
(a) The seller shall:
(1) Surrender to the commissioner for cancellation the certificates of authority or licenses issued to it by the commissioner.
(2) File with the commissioner any report of the sale that the commissioner may require.
(b) The seller shall wind up and dissolve. However, if the seller is a California state bank, the seller may, in the alternative and with the approval of the commissioner, change into a nonbank corporation by amending its articles and changing its name.
(Amended by Stats. 1996, Ch. 1064, Sec. 497. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3 - Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation › Section 4875.

4875. (a) After a sale becomes effective, the seller or purchaser may issue an officer’s certificate stating that the seller sold its whole business unit to the purchaser and specifying the time at which the sale became effective.
(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale 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. 153. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3.5 - Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation › Section 4876.01.

4876.01. In this article, unless the context otherwise requires, “sale” means any sale described in Section 4876.02.
(Added by Stats. 1996, Ch. 887, Sec. 32. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3.5 - Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation › Section 4876.02.

4876.02. With the approval of the commissioner, a California state independent trust company may sell its whole business unit to an uninsured foreign (other state) state depository corporation pursuant to this article and the law of the purchaser’s domicile.
(Amended by Stats. 1996, Ch. 1064, Sec. 497.2. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3.5 - Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation › Section 4876.03.

4876.03. A sale is subject to the provisions of Sections 4847 to 4852 as if the sale were a sale of the type defined in Section 4845.
(Added by Stats. 1996, Ch. 887, Sec. 32. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3.5 - Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation › Section 4876.04.

4876.04. A seller shall file the following with the commissioner:
(a) A copy of the agreement of sale.
(b) An officers’ certificate of the purchaser, certifying that the agreement of sale has been approved by the purchaser as required by Sections 4848 and 4849.
(c) An officers’ certificate of the seller, certifying that the agreement of sale has been approved by the seller as required by Sections 4848 and 4849.
(d) An application for approval of the sale.
(Amended by Stats. 1996, Ch. 1064, Sec. 497.3. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3.5 - Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation › Section 4876.05.

4876.05. If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application:
(a) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory.
(b) That the directors and executive officers of the purchaser will be satisfactory.
(c) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will operate in a safe and sound manner and in compliance with all applicable laws.
(d) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s-length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser.
If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale.
(Amended by Stats. 1996, Ch. 1064, Sec. 497.4. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3.5 - Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation › Section 4876.06.

4876.06. After an application for approval of a sale has been approved and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale. The sale shall become effective for all purposes at that time except that, if the law of the purchaser’s domicile provides for the sale to become effective at a later time, it shall become effective at the later time.
(Amended by Stats. 1996, Ch. 1064, Sec. 497.5. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3.5 - Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation › Section 4876.07.

4876.07. A sale shall have the same effect as provided in Sections 4859 and 4860 in the case of a sale of the type defined in Section 4845.
(Added by Stats. 1996, Ch. 887, Sec. 32. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3.5 - Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation › Section 4876.08.

4876.08. Promptly after a sale becomes effective:
(a) The seller shall:
(1) Surrender to the commissioner for cancellation the certificates of authority issued to it by the commissioner.
(2) File with the commissioner any report of the sale that the commissioner may require.
(b) The seller shall wind up and dissolve. However, the seller may, in the alternative and with the approval of the commissioner, change into a nonbank corporation by amending its articles and changing its name.
(Amended by Stats. 1996, Ch. 1064, Sec. 497.6. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 3.5 - Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation › Section 4876.09.

4876.09. (a) After a sale becomes effective, the seller or purchaser may issue an officers’ certificate stating that the seller sold its whole business unit to the purchaser and specifying the time at which the sale became effective.
(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale 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. 32. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4 - Certain Sales of Partial Business Units › Section 4877.01.

4877.01. In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4877.02.
(Amended by Stats. 1996, Ch. 1064, Sec. 498. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4 - Certain Sales of Partial Business Units › Section 4877.02.

4877.02. A California state bank or a California industrial loan company may sell a California branch business unit to an insured foreign (other state) bank or an insured foreign (other state) industrial loan company pursuant to (1) this article and (2) the law of the domicile of the insured foreign (other state) bank or the insured foreign (other state) industrial loan company.
(Added by Stats. 1995, Ch. 480, Sec. 154. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4 - Certain Sales of Partial Business Units › Section 4877.03.

4877.03. 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 a sale in a case where the seller is a California state bank or a California industrial loan company.
(Amended by Stats. 2013, Ch. 334, Sec. 59. (SB 537) Effective January 1, 2014.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4 - Certain Sales of Partial Business Units › Section 4877.04.

4877.04. A sale is subject to the provisions of Sections 4879.03 to 4879.06, inclusive, and Section 4879.08 as if the sale were a sale of the type defined in Section 4879.01.
(Amended by Stats. 1996, Ch. 887, Sec. 34. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4 - Certain Sales of Partial Business Units › Section 4877.05.

4877.05. A sale shall have the same effect as provided in Sections 4879.14 and 4879.15 in the case of a sale of the type defined in Section 4879.01.
(Added by Stats. 1995, Ch. 480, Sec. 154. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4 - Certain Sales of Partial Business Units › Section 4877.06.

4877.06. Promptly after a sale becomes effective, the seller shall:
(a) Surrender to the commissioner for cancellation the certificate of authority or license issued to it by the commissioner that relates to the California branch business unit sold.
(b) File with the commissioner any report of the sale that the commissioner may require.
(Amended by Stats. 1996, Ch. 1064, Sec. 499. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4 - Certain Sales of Partial Business Units › Section 4877.07.

4877.07. (a) After a sale becomes effective, the seller or purchaser may issue an officer’s certificate stating that the seller sold a California branch business unit to the purchaser, describing the business unit, and specifying the time at which the sale became effective.
(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.
(Added by Stats. 1995, Ch. 480, Sec. 154. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4.5 - Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation › Section 4878.01.

4878.01. In this article, unless the context otherwise requires, “sale” means any sale described in Section 4878.02.
(Amended by Stats. 1996, Ch. 1064, Sec. 499.2. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4.5 - Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation › Section 4878.02.

4878.02. With the approval of the commissioner, a California state bank or savings association may sell a partial trust business unit to an uninsured foreign (other state) state depository corporation pursuant to (a) this article and (b) the law of the purchaser’s domicile.
(Amended by Stats. 1996, Ch. 1064, Sec. 499.3. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4.5 - Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation › Section 4878.03.

4878.03. A sale is subject to the provisions of Sections 4879.03 to 4879.09, inclusive, as if the sale were a sale of the type defined in Section 4879.01.
(Added by Stats. 1996, Ch. 887, Sec. 35. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4.5 - Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation › Section 4878.04.

4878.04. If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application:
(a) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory.
(b) That the directors and executive officers of the purchaser will be satisfactory.
(c) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will operate in a safe and sound manner and in compliance with all applicable laws.
(d) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s-length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser.
(e) That the sale will not have a seriously adverse effect on the safety or soundness of the seller.
If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale.
(Amended by Stats. 1996, Ch. 1064, Sec. 499.4. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4.5 - Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation › Section 4878.05.

4878.05. After an application for approval of a sale has been approved by the commissioner and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale. The sale shall become effective for all purposes at that time, except that, if the law of the purchaser’s domicile provides for the sale to become effective at a later time, it shall become effective at the later time.
(Amended by Stats. 1996, Ch. 1064, Sec. 499.5. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4.5 - Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation › Section 4878.06.

4878.06. A sale shall have the same effect as provided in Sections 4879.14 and 4879.15 in the case of a sale of the type defined in Section 4879.01.
(Added by Stats. 1996, Ch. 887, Sec. 35. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4.5 - Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation › Section 4878.07.

4878.07. (a) In case a seller is a California state commercial bank and sells all of its trust business in a sale:
(1) As of the time when the sale becomes effective, the commissioner shall issue to the seller certificates of authority authorizing it to transact commercial banking business in replacement of the certificates of authority that the seller is required to surrender pursuant to paragraph (2).
(2) Promptly after the sale becomes effective, the seller shall surrender to the commissioner for cancellation its certificates of authority authorizing it to transact commercial banking business and trust business and shall file with the commissioner any report of the sale that the commissioner may require.
(b) In any other case, promptly after the sale becomes effective, the seller shall:
(1) Surrender to the commissioner for cancellation the certificate of authority or license for any office closed as a result of the sale.
(2) File with the commissioner any report of the sale that the commissioner may require.
(Amended by Stats. 1996, Ch. 1064, Sec. 499.6. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 4.5 - Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation › Section 4878.08.

4878.08. (a) After a sale becomes effective, the seller or purchaser may issue an officers’ certificate stating that the seller sold a partial trust business unit to the purchaser, describing the business unit, and specifying the time at which the sale became effective.
(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale 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. 35. Effective September 25, 1996.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.01.

4879.01. In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4879.02.
(Amended by Stats. 1996, Ch. 1064, Sec. 500. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.03.

4879.03. A seller and purchaser shall make an agreement of sale, providing:
(a) That the seller shall sell to the purchaser, and the purchaser shall purchase from the seller, a partial business unit, describing it.
(b) Other provisions as may be appropriate.
(Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.04.

4879.04. The agreement of sale shall be approved by the seller and purchaser, as follows:
(a) In the case of a California state depository corporation:
(1) If, as of the time when the agreement of sale is made, the deposits, if any, of the partial business unit are less than 10 percent of the total deposits of the state depository corporation and the fiduciary assets, if any, of the partial business unit are less than 10 percent of the total fiduciary assets of the state depository corporation, the agreement of sale shall be approved by the board of the state depository corporation.
(2) Otherwise, the agreement of sale shall be approved by the board of the state depository corporation, and the principal terms of the agreement of sale shall be approved by the outstanding shares of the state depository corporation.
(3) For purposes of paragraphs (1) and (2):
(A) The amount of deposits shall be determined as of the end of the calendar quarter immediately preceding the making of the agreement of sale.
(B) The value of fiduciary assets shall be the net carrying value, as determined in conformity with generally accepted accounting principles, as of the end of the calendar quarter immediately preceding the making of the agreement of sale.
(b) In the case of a depository corporation other than a California state depository corporation, the agreement of sale shall be approved as required by the law of the depository corporation’s domicile.
(Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.05.

4879.05. (a) Any amendment to an agreement of sale shall be approved by the seller and purchaser, as follows:
(1) In the case of a California state depository corporation, by the board of the corporation, and, if the principal terms of the agreement of sale were required to be approved by the outstanding shares of the corporation under Section 4879.04 and if the amendment changes any of the principal terms of the agreement of sale, by the outstanding shares of the corporation.
(2) In the case of a depository corporation other than a California state depository corporation, as required by the law of the depository corporation’s domicile.
(b) If an agreement of sale is amended and if the amendment is approved as required by subdivision (a), the agreement of sale, as thus amended, constitutes the agreement of sale.
(Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.06.

4879.06. In the case of a seller or purchaser that is a California state depository corporation, any approval of the outstanding shares of the corporation required by Section 4879.04 or 4879.05 may be given before or after the approval of the board of the depository corporation.
(Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.07.

4879.07. In obtaining any approval of outstanding shares required for an agreement of sale, a purchaser or seller that is a California state depository corporation and, in any case where the purchaser is a California state depository corporation that is to issue securities in consideration of the sale, the seller shall each 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. 502. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.08.

4879.08. A purchaser or seller that is a California state depository corporation, with the approval or its board and without further approval of the outstanding shares, may, and any other purchaser or seller, with approval as may be required under the law of its domicile, may, in its discretion, abandon the sale at any time before the sale becomes effective, subject to the contractual rights, if any, of other parties, including the seller or purchaser, as the case may be.
(Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.09.

4879.09. A purchaser or seller that is a California state depository corporation or California state-licensed foreign (other nation) bank, shall file the following with the commissioner:
(a) A copy of the agreement of sale.
(b) An officers’ certificate of the purchaser, certifying that the agreement of sale has been approved by the purchaser as required by Sections 4879.04 and 4879.05.
(c) An officers’ certificate of the seller, certifying that the agreement of sale has been approved by the seller as required by Sections 4879.04 and 4879.05.
(d) An application for approval of the sale.
(Amended by Stats. 1996, Ch. 1064, Sec. 503. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.11.

4879.11. After an application for approval of a sale has been approved by the commissioner and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale, and at that time the sale shall become effective for all purposes.
(Added by renumbering Section 4879.12 by Stats. 2003, Ch. 404, Sec. 10. Effective January 1, 2004.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.12.

4879.12. When a sale becomes effective, in case the purchaser is a California state depository corporation or California state-licensed foreign (other nation) bank:
(a) Unless the purchaser provided otherwise in the application for approval of the sale or unless the commissioner provided otherwise in the approval of the application:
(1) The purchaser may establish equivalent offices at any branch offices, places of business, extensions of offices, and other facilities of the seller transferred in the sale.
(2) If the seller was authorized to transact trust business and if the partial business unit sold includes any trust business, the purchaser, if it is a California state bank or savings association, may transact trust business.
(b) The commissioner shall issue to the purchaser certificates of authority, licenses, and other authorizations as may be necessary to carry out the provisions of subdivision (a).
(Added by renumbering Section 4879.13 by Stats. 2003, Ch. 404, Sec. 11. Effective January 1, 2004.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.13.

4879.13. In case a seller is a California state commercial bank and sells all of its trust business in a sale:
(a) As of the time when the sale becomes effective, the commissioner shall issue to the seller certificates of authority authorizing it to transact commercial banking business in replacement of the certificates of authority that the seller is required to surrender pursuant to subdivision (b).
(b) Promptly after the sale becomes effective, the seller shall surrender to the commissioner for cancellation its certificates of authority authorizing it to transact commercial banking business and trust business.
(Added by renumbering Section 4879.135 by Stats. 2003, Ch. 404, Sec. 12. Effective January 1, 2004.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.14.

4879.14. When a sale becomes effective:
(a) The purchaser shall succeed, without other transfer, to all rights and property of the seller which are sold to the purchaser under the agreement of sale.
(b) The purchaser shall assume in the same manner as if the purchaser had itself incurred such debts and liabilities, and shall be subject to, all debts and liabilities of the seller transferred to the purchaser under the agreement of sale.
(c) All rights of creditors of the seller and all liens upon the property of the seller shall be preserved unimpaired.
(d) Any action or proceeding pending by or against the seller which was sold or transferred to the purchaser under the agreement of sale may be prosecuted to judgment, which shall bind the purchaser, or the purchaser may be proceeded against or substituted in place of the seller.
(e) (1) In case the partial business unit sold includes trust business, the purchaser shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the seller under all trusts, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities sold to the purchaser under the agreement of sale, to the same extent as if the purchaser had originally assumed the fiduciary or representative capacities.
(2) In case the partial business unit sold constitutes all or substantially all the trust business of the seller, the purchaser shall, in addition, be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the seller is or may be named in wills, whenever probated, or to which the seller is or may be named or appointed by any other instrument.
(Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.15.

4879.15. No action on account of any debt or liability assumed by a purchaser in a sale may be commenced against the seller more than one year after the time when the sale becomes effective.
(Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.16.

4879.16. Promptly after a sale becomes effective, the seller shall:
(a) Surrender to its regulator for cancellation the certificates of authority or licenses issued to it by the regulator that relate to the partial business unit sold.
(b) File with its regulator any report regarding the sale that the regulator may require.
(Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)
2023 California Code › Financial Code - FIN › DIVISION 1.6 - DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION › CHAPTER 3 - Sale › ARTICLE 5 - Other Sales of Partial Business Units › Section 4879.17.

4879.17. (a) After a sale becomes effective, the commissioner shall issue, upon application, a certificate under his or her official seal, stating that the seller sold a partial business unit to the purchaser, describing the business unit, and specifying the time at which the sale became effective.
(b) Any certificate pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.
(Amended by Stats. 1996, Ch. 1064, Sec. 508. 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 4880.

4880. In this article, unless the context otherwise requires:
(a) “Agreement of merger” includes a certificate of ownership executed pursuant to Section 1110 of the Corporations Code.
(b) “Merger” means any of the mergers described in Section 4881.
(Amended by Stats. 1996, Ch. 1064, Sec. 509.1. Effective January 1, 1997. Operative July 1, 1997.)