2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.145 - Effective date of merger or share exchange involving Oregon stock bank.

(1) In a merger involving an Oregon stock bank:
(a) If the resulting insured stock institution is an Oregon stock bank, the merger shall, unless a later date is specified in the plan of merger, become effective upon the filing with the Director of the Department of Consumer and Business Services of the approved plan of merger, copies of the resolutions of the stockholders of each party to the merger, if shareholder approval is required under law applicable to such merging insured stock institution, and evidence satisfactory to the director that all federal regulatory requirements, if any, have been satisfied. The charters of each Oregon stock bank that is a party to a merger, unless it is the resulting insured stock institution, shall terminate when the merger becomes effective.
(b) If the insured stock institution from a merger is an insured stock institution other than an Oregon stock bank, the effective date and time of the merger shall be determined under the laws governing the resulting insured stock institution. The merger will be effective as to each Oregon stock bank that is a party to the merger if copies of the resolutions of the directors and shareholders of the Oregon stock bank approving the plan of merger and evidence of the effective date and time of the merger are filed with the director.
(c) If the resulting insured stock institution is an Oregon stock bank, the director shall promptly issue to the Oregon stock bank a certificate of merger specifying the names of the parties to the merger, the name of the resulting Oregon stock bank and the date on which the merger became effective as prescribed in this section. The certificate shall be prima facie evidence of the merger and of the correctness of all proceedings and may be recorded in any office for the recording of deeds to evidence the new name in which the property of the merging insured stock institutions is held.
(2) In a share exchange involving an Oregon stock bank:
(a) If the stock of an Oregon stock bank is to be acquired by a company organized under the laws of this state, the share exchange shall, unless a later date is specified in the plan of share exchange, become effective upon the filing with the director of the approved plan of share exchange, copies of the resolutions of the stockholders of the acquired Oregon stock bank, and evidence satisfactory to the director that all federal regulatory requirements, if any, have been satisfied.
(b) If the stock of the Oregon stock bank is to be acquired by a company organized under the laws of a state other than Oregon, the effective date and time of the share exchange shall be determined under the laws governing such company. The share exchange will be effective as to the acquired Oregon stock bank if copies of the resolutions of the directors and shareholders of the Oregon stock bank approving the share exchange and evidence of the effective date and time of the share exchange are filed with the director. [1997 c.631 §274; 2005 c.22 §484]