2023 New York Laws › BNK - Banking › Article 5-C - Interstate Branching › 225 - Interstate Acquisition Transactions.

§ 225.  Interstate  acquisition  transactions. 1. An out-of-state bank
may engage in an acquisition transaction with a New York bank or with  a
banking  institution located in New York and may maintain as a branch or
branches or trust  office  or  trust  offices,  the  branches  or  trust
offices,  respectively, of any such New York bank or banking institution
which it has received into itself  as  a  result  of  such  transaction,
subject to the requirements of this article.
2.  Except  when  section twenty-nine of this chapter applies, section
six hundred one or six hundred one-a of this chapter, as  the  case  may
be,  and  section  six  hundred one-b of this chapter shall apply to any
acquisition transaction in which the receiving corporation is a New York
bank. In the case of  an  acquisition  transaction  authorized  by  this
article  in  which an out-of-state bank or out-of-state trust company is
the receiving corporation, the out-of-state bank or  out-of-state  trust
company  shall  file  with  the superintendent a copy of any application
filed with the appropriate  state  supervisor  and  appropriate  federal
banking agency.
3.  At  the  time  when  a  merger or consolidation authorized by this
article or by section six hundred of this chapter becomes effective:
(a) the resulting or consolidated corporation shall be considered  the
same   business   and  corporate  entity  as  each  of  the  constituent
corporations;
(b) all the property, rights, powers and franchises  of  each  of  the
constituent  corporations  shall  vest  in the resulting or consolidated
corporation and the  resulting  or  consolidated  corporation  shall  be
subject  to  and  shall  be  deemed  to  have  assumed all of the debts,
liabilities, obligations and duties of each constituent corporation  and
to  have  succeeded to all of its relationships, fiduciary or otherwise,
as fully and to the same extent as if  such  property,  rights,  powers,
franchises,  debts,  liabilities,  obligations, duties and relationships
had been originally acquired, incurred or entered into by the  resulting
or consolidated corporation;
(c)  any  reference to a constituent corporation in any contract, will
or document, whether executed or  taking  effect  before  or  after  the
merger  or  consolidation,  shall  be  considered  a  reference  to  the
resulting or consolidated corporation if not inconsistent with the other
provisions of the contract, will or document;
(d) a pending  action  or  other  judicial  proceeding  to  which  any
constituent  corporation  is a party, shall not be deemed to have abated
or to have discontinued by reason of the merger  or  consolidation,  but
may  be prosecuted to final judgment, order or decree in the same manner
as if the merger or consolidation had not been made, or the resulting or
consolidated corporation may be substituted as a party to such action or
proceeding, and any judgment, order or decree may  be  rendered  for  or
against it that might have been rendered for or against such constituent
corporation if the merger or consolidation had not occurred; and
(e) nothing in this subdivision shall be deemed to authorize a banking
institution  to  exercise  any  power  or  engage  in  any  activity not
otherwise permitted under its charter.
4. In the case of a merger or consolidation authorized by this article
in which an out-of-state bank  or  out-of-state  trust  company  is  the
resulting  or consolidated corporation, the franchise of any constituent
New  York  bank  shall  automatically  terminate  when  the  merger   or
consolidation is consummated.