A. Resulting State Bank Upon approval of the Board, banks or savings associations may be merged with or converted into a resulting state bank as hereafter prescribed, except that the action by a constituent national bank or federal savings association shall be taken in the manner prescribed by and shall be subject to any limitation or requirements imposed by any law of the United States which shall also govern the rights of its dissenting shareholders.

B. Resulting National Bank Nothing in the law of this state shall restrict the right of a state bank or state savings association to merge with or convert into a resulting national bank. The action to be taken by a constituent state bank or state savings association and its rights and liabilities and those of its shareholders shall be the same as those prescribed for national banks at the time of the action by the applicable laws of the United States and not by the laws of this state. Upon the completion of the merger or conversion into a national bank, all authority and the charter of any merging or converting state bank or state savings association shall automatically terminate.

1102. Approval of merger by directors and merger agreement [Back]

Where there is to be a resulting state bank, the board of directors of each constituent bank or savings association shall, by a majority of the entire board, approve a merger agreement which shall contain:

1. The name of each constituent bank or savings association and the location of each office;

2. With respect to the resulting bank the name and the location of each proposed office; the name and residence of each director to serve until the next annual meeting of the stockholders; the name and residence of each officer; the amount of capital, the number of shares and the par value of each share; whether preferred stock is to be issued and the amount, terms and preferences; the amendments to the charter and bylaws;

3. The terms for the exchange of shares of the constituent banks or savings associations for those of the resulting bank;

4. A statement that the merger and the merger agreement are subject to approval by the Board and by the stockholders of each constituent bank or savings association;

5. Provisions governing the manner of disposing of the shares of the resulting state bank not taken by dissenting shareholders of constituent banks or savings associations; and

6. Such other provisions as the Board requires to enable it to discharge its duties with respect to the merger.

1103. Approval by Board [Back]

A. After approval by the board of directors of each constituent bank or savings association, the merger agreement shall be submitted to the Banking Board for approval, together with a fee for review of the merger as required by rule of the Banking Board which shall be deposited in the Oklahoma State Banking Department revolving fund pursuant to Section 211.1 of this title, certified copies of the authorizing resolutions of the several boards of directors showing approval by a majority of the entire board and evidence of proper action by the board of directors of any constituent national bank or federal savings association.

B. Without approval by the Board, no asset shall be carried on the books of the resulting bank at a valuation higher than that on the books of the constituent bank or savings association at the time of the last examination by a state or national bank examiner or savings association examiner before the effective date of the merger.

C. Within thirty (30) days after receipt by the Board of the fee and papers specified in subsection A of this section, the Board shall approve and disapprove the merger and the merger agreement. The Board shall approve the merger and the merger agreement if it appears that:

1. The resulting state bank meets all the requirements of state law as to the formation of a new state bank;

2. The agreement provides an adequate capital structure including surplus in relation to the deposit liabilities of the resulting state bank and its other activities which are to continue or are to be undertaken;

3. The agreement is fair; and

4. The merger is not contrary to the public interest.

If the Board disapproves a merger or a merger agreement, it shall state its objections and give an opportunity to the constituent banks or savings associations to amend the merger agreement to obviate such objection. The Board may by rule establish a procedure whereby the State Banking Commissioner may grant approval of the merger or merger agreement without a hearing before the Board. The procedure shall include criteria set by the Board to be applied by the Commissioner in the consideration of the application.

D. Where the resulting state bank is not to exercise trust powers, the Board shall not approve a merger until satisfied that adequate provision has been made for successors to fiduciary positions held by constituent banks or savings associations, and the manner of succession of trust powers and successor trustees shall follow the same procedure as set out in Section 1018 of the title.

1104. Approval by stockholders-Rights of dissenters-Notice and value of dissent shares [Back]

A. Stockholder approval To be effective, a merger must be approved by the stockholders of each constituent state bank or savings association by a majority vote of the outstanding voting stock at a meeting called to consider such action, which vote shall constitute the adoption of the charter and bylaws of the resulting state bank, including the amendments set forth in the merger agreement.

B. Notice requirements The notice of the meeting of stockholders shall state that dissenting stockholders will be entitled to payment of the value of only those shares which are voted against the approval of the plan. Such notice of the meeting of the stockholders shall be given by publication in a newspaper of general circulation in the place where the principal office of each merging bank or savings association is located, at least once a week for four (4) successive weeks, and by mail, at least fifteen (15) days before the date of the meeting, to each stockholder of record of each merging bank or savings association at the address of the stockholder on the books of the bank or savings association of the stockholder, who has not waived such notice in writing; no notice by publication need be given if written waivers are received from the holders of a majority of the outstanding shares of each class of voting stock.

C. Rights of dissenters and value of shares The owner of shares which were voted against the approval of the merger shall be entitled to receive their value in cash, if and when the merger becomes effective, upon written demand, made to the resulting state bank at any time within thirty (30) days after the effective date of the merger, accompanied by the surrender of the stock certificates. The value of such shares shall be determined as of the date of the shareholders' meeting approving the merger, by three appraisers, one to be selected by the owners of a majority of the dissenting shares involved, one by the board of directors of the resulting state bank, and the third by the two so chosen. The valuation agreed upon by any two appraisers shall govern or, if no agreed value is achieved by at least two of the appraisers, the median valuation shall govern. If the appraisal is not completed within ninety (90) days after the merger becomes effective, the Commissioner shall cause an appraisal to be made, which shall be final and binding on all parties.

D. Appraisal expense If the valuation of the dissenting shares by the appraisal is the same or less than the amount offered the dissenting stockholder, the expenses of appraisal shall be paid by the dissenting stockholder(s) in the proportion of their share to the total dissenting shares. If the valuation of the disenting shares by the appraisal is greater than the amount offered the dissenting stockholder, the expenses of appraisal shall be paid by the resulting state bank.

E. Valuation and payment of dissenting shares The resulting state bank may fix an amount which it considers to be not more than the fair market value of the shares of a constituent bank or savings association at the time of the stockholders' meeting approving the merger, which it will pay dissenting shareholders of that constituent bank or savings association entitled to payment in cash. The amount due under such accepted offer or under the appraisal shall constitute a debt of the resulting state bank.

1105. Effective date of merger, filing of approved agreement, certificate of merger as evidence [Back]

A. A merger shall, unless a later date is specified in the agreement, become effective upon the filing with the Board of the executed agreement together with copies of the resolutions of the stockholders of each constituent bank or savings association approving it, certified by such bank's or savings association approving it, certified by such bank's or savings association's president or a vice-president and a secretary. The charters of the constituent banks or savings associations, other than the resulting bank, shall thereupon be deemed surrendered.

B. The Board shall thereupon issue to the resulting bank a certificate of merger, setting forth the name of each constituent bank or savings association and the name of the resulting state bank. Such certificate shall be conclusive evidence of the merger and of the correctness of all proceedings therefor in all courts and places, and may be recorded in any office for the recording of deeds to evidence the new name in which the property of the constituent banks or savings associations is held.

1106. Continuation of corporate entity [Back]

A. The resulting state bank shall be considered the same business and corporate entity as each constituent bank or savings association with all of the rights, powers, and duties of each constituent bank or savings association, except as limited by the charter and bylaws of the resulting state bank.

B. The resulting state bank shall have the right to use the name of any constituent bank or savings association whenever it can do any act under such name more conveniently.

C. Any reference to any constituent bank or savings association in any writing, whether executed or taking effect before or after the merger, shall be deemed a reference to the resulting state bank if not inconsistent with the other provisions of such writing.

1107. Conversion from state bank to national and of national to state bank, and trust powers [Back]

A. State bank conversion to national bank Nothing in the law of this state shall restrict the right of a state bank to convert into a national bank upon compliance with the laws of the United States, and upon completion of such conversion it shall surrender its charter as a state bank.

B. National bank conversion to state bank A national bank located in this state, which follows the procedure prescribed by federal law to convert into a state bank, shall be granted a state charter if it meets the requirements for the incorporation of a state bank and the standards and requirements set forth by rules and regulations of the Board. Any requirement that shares must be paid in cash may be satisfied by the exchange of shares of the converted state bank for those of the converting national bank, which may be valued at no more than their fair cash market value. The procedure for incorporation of a state bank may be modified to the extent made necessary by the difference between an ordinary incorporation and a conversion.

C. Preservation of identity and use of prior name The converted bank shall be considered the same business and corporate entity as the converting bank with all of the rights, powers and duties of the converting bank except as limited by the charter and bylaws of the resulting bank. It may use the name of the converting bank whenever it can do any act under such name more conveniently.

D. Succession to fiduciary positions Where a resulting state bank is not to exercise trust powers, the Board shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging banks or the converting bank, and the manner of succession of trust powers and successor trustees shall follow the same procedure as set out in Section 1018 of this Code.

E. Continuation of corporate entity Any preference to the converting bank in any writing, whether executed or taking effect before or after the conversion, shall be deemed a reference to the converted bank if not inconsistent with the other provisions of such writing.

1108. Nonconforming assets or business [Back]

If a constituent bank or savings association has assets which do not conform to the requirements of state law for the resulting bank, or if a converting national bank has assets which do not conform to the requirements of state law for the converted state bank, or in either case there are business activities which are not permitted for the resulting or converted state bank, the Commissioner may permit a reasonable time to conform with state law.

1109. Sale or purchase of all assets of bank, trust company or national banking association or savings association or of department or branch thereof [Back]

A.

1. Any bank or savings association may sell to any other bank or savings association all, or substantially all, of the selling institution's assets and business; or all, or substantially all, of the assets and business of any department or branch of the selling institution.

2. Any trust company, bank, or savings association may sell to any other trust company, bank, or savings association all, or substantially all, of the assets and trust business of such trust company, bank, or savings association, or all, or substantially all, of the assets and business of any department or branch of the selling trust company, bank, or savings association.

B.

1. Any bank or savings association may, upon assuming the liabilities relating thereto, purchase all, or substantially all, of the assets and business of another bank or savings association, or all, or substantially all, of the assets and business of any department or branch of another bank or savings association.

2. Any trust company, bank, or savings association may, subject to the requirements of subsection E of this section, purchase all, or substantially all, of the assets and business of another trust company, bank, or savings association, or all, or substantially all, of the assets and business of any department or branch of another trust company, bank, or savings association. If the purchasing or selling institution is an out-of-state institution, the agreement of purchase and sale shall be authorized and approved by the board of directors of the institution in accordance with such laws as shall be applicable.

C. The agreement of purchase and sale shall be authorized and approved by the boards of directors of the purchasing and selling banks, trust companies, or savings associations. If the agreement of purchase and sale includes the transfer of a majority of the assets or the transfer of a majority of the deposits of a selling institution, the agreement of purchase and sale shall be authorized and approved by the vote of a majority of the outstanding shares of the selling institution at a meeting called for the purpose in like manner as meetings to approve mergers are called pursuant to Section 1104 of this title and the stockholders shall be entitled to dissent in the same manner as provided in Section 1104 of this title. If the agreement of purchase and sale includes the purchase of assets which are greater than fifty percent (50%) of the purchasing institution's assets prior to the purchase, or includes the assumption of deposits which are greater than fifty percent (50%) of the purchasing institution's deposits prior to the purchase, the agreement of purchase and sale shall be authorized and approved by the vote of a majority of the outstanding shares of the purchasing institution at a meeting called for the purpose in like manner as meetings to approve mergers are called pursuant to Section 1104 of this title and the stockholders shall be entitled to dissent in the same manner as provided in Section 1104 of this title. If the stockholders of an institution are hereby entitled to dissent, they shall receive notice of their right to dissent along with notice of the stockholders' meeting which is to consider the agreement of purchase and sale, in the same manner as provided in Section 1104 of this title with respect to mergers. Copies of the agreement of purchase and sale shall be filed with and subject to the approval of the State Banking Commissioner, together with a fee for review of the transaction as required by rule of the Banking Board, and shall be accompanied by evidence of such stockholders' approval thereof in like manner as agreements of merger are filed.

D. After the approval required by subsection C of this section is given by the stockholders, a notice of such purchase and sale shall be published once a week for two (2) successive weeks in a newspaper of general circulation in the county in which the assets of the selling bank, trust company, or savings association are located if the entity is an Oklahoma institution, and if not, shall be published as required by the law of the state where the selling institution is located. Proof of such publication shall be filed with the Oklahoma State Banking Department. The Commissioner may permit the requirement for publication of notice to be satisfied after the purchase and sale becomes effective if the Commissioner determines that:

1. The selling bank, trust company, or savings association is solvent, but either is close to insolvency or is experiencing a run on deposits;

2. The terms of the agreement of purchase and sale are essentially fair to the selling bank, trust company, or savings association; and

3. The selling bank, trust company, or savings association will remain solvent after the purchase and sale.

E. Any deposit account or certificate of deposit which is unconditionally assumed by the purchasing institution pursuant to an agreement approved by the Commissioner, and which, after a depositor's preexisting accounts at the purchasing institution are added to the accounts assumed from the selling institution, is fully covered by the FDIC insurance limits at the purchasing institution, shall cease to be an obligation of the selling institution after the purchase and sale becomes effective. Notwithstanding any term of the purchase and sale agreement or of the contract of deposit, a deposit account, certificate of deposit or other creditor's account shall be deemed to be only conditionally assumed by the purchasing institution if:

1. The amount of the preexisting accounts of the depositor at the purchasing institution, together with the accounts of such depositor which are assumed from the selling institution, would exceed the FDIC insurance limits of the purchasing institution; or

2. The claims of a depositor or other creditor against a selling institution and the loans of the depositor or other creditor from the selling institution are not simultaneously assumed by the purchasing institution so as to preserve a right of set-off. Any depositor or creditor of the selling institution whose business is conditionally sold has the right, after such sale:

a. upon payment of any indebtedness owing by the depositor or creditor to the selling institution, to withdraw the deposit of the depositor or creditor in full from the selling institution on demand, or

b. to exercise the right of set-off of such depositor or creditor.

3. Notwithstanding the preceding language of paragraphs 1 and 2 of this subsection, after a person deals with the purchasing institution with knowledge of the purchase, such person's deposit or account shall no longer be deemed to be only conditionally assumed.

F.

1. The agreement of sale may provide for the transfer to the purchasing institution of all fiduciary positions held by the selling institution. The purchasing institution shall enjoy all such positions and all rights, property, franchises, and interests, including any and all fiduciary positions to and for which the selling institution may have been appointed, nominated, or designated by any will, agreement, conveyance, or otherwise, whether or not such position is in effect at the time of the substitution, in the same manner and to the same extent as all such positions were held and enjoyed by the selling institution.

2. The selling and purchasing institutions shall jointly file a petition with the district court of the county in which the main office of the selling institution is situated requesting that the purchasing institution be substituted, except as may be expressly excluded in such petition, in every fiduciary position of the selling institution. Such petition need not designate the fiduciary positions in which the requested substitution is to be made.

3. Upon the filing of such petition, the court shall enter an order setting the petition for hearing and shall direct that notice of the hearing be given in the manner provided in this subsection or in the manner required by the law of the state where the selling institution is located if it is an out-of-state institution.

4. A copy of the order provided for in paragraph 3 of this subsection shall be published once a week for two (2) successive weeks in a newspaper of general circulation to be designated by the court and published in the county in which the petition was filed. If there is no newspaper published in such county, publication shall be made in a newspaper of general circulation in the State of Oklahoma designated by the court. Proof of publication shall be made in the same manner as proof of publication of summons is made.

5. The filing of such petition and the making and entering of such order and the giving of notice of such order as required by this subsection gives the court full jurisdiction of the trusts and all parties interested therein. The court having jurisdiction in such matter shall require the selling institution to mail, by registered mail postage prepaid, a copy of such order to each living trustor of all private trusts in which such institution is trustee or to the then directly participating beneficiaries of all private trusts in which there is no living trustor. Such notice shall be mailed to the last-known address of each such trustor or participating beneficiary as shown by or as may be ascertained by reasonably diligent efforts from the records of such institution. Proof of mailing shall be in such form as the court shall require.

6. The district court shall enter a single order substituting the purchasing institution in every fiduciary position to and for which the selling institution may have been appointed, nominated, or designated by any will, agreement, conveyance, or otherwise, whether or not such position is in effect at the time of the substitution, except as may be otherwise specified in such order, upon its finding as follows:

a. notice of hearing the petition has been given as required by this subsection,

b. the purchasing institution is duly authorized to exercise trust and fiduciary powers in Oklahoma,

c. the selling and purchasing institutions are not directly or indirectly owned or controlled by the same holding company or multibank holding company, or, if the selling and purchasing institutions are directly or indirectly owned or controlled by the same holding company or multibank holding company, then the purchasing institution shall assume all trust liabilities of the selling institution, and

d. such sale or transfer was not made in order to avoid any liability incurred by the selling institution.

7. Upon entry of such order, the purchasing institution shall, without further act, be substituted in every such fiduciary position, and such substitution may be evidenced by filing a certified copy of the order with the clerk of any district court in this state.

8. Notwithstanding the foregoing provisions of this subsection, the provisions of the instrument creating each fiduciary position subject to the agreement of sale shall control such succession, if such instrument so provides.

G. Except as provided for in subsection E of this section, no right against or obligation of the selling institution in respect of the assets or business sold shall be released or impaired by the sale until one (1) year from the last date of publication of the notice pursuant to subsection D or F of this section, but after the expiration of such year no action can be brought against the selling institution on account of any deposit, obligation, trust or asset transferred to or liability assumed by the purchasing institution.

H. This section shall be applicable to any bank, trust company, or savings association, regardless of whether its main office or charter is located within this state or elsewhere.

1109.1 Sale of Assets [Back]

In any circumstance other than in the ordinary course of business, a bank may sell any asset with the prior approval of the Commissioner. The sale of all, or substantially all, of the assets of a bank or of a department thereof shall be governed by Section 1109 of Title 6 of the Oklahoma Statutes.

1110. Book value of assets [Back]

Without approval by the Commissioner no asset shall be carried on the books of the resulting bank or purchasing bank at a valuation higher than that on the books of a merging, converting bank or selling bank at the time of its last examination by a state or national bank examiner before the effective date of the merger, conversion or sale.

1111. Bank Holding Company Mergers [Back]

A. Upon approval by the Banking Board, and subject to satisfying each of the criteria contained in subsection B of this section and complying with the procedures required by subsection C of this section, a state bank may merge with:

1. Its parent bank holding company;

2. One or more nonbank subsidiaries of its parent bank holding company; or

3. One or more subsidiaries of the state bank.

B. The form and effect of any merger pursuant to this section must be consistent with the following criteria:

1. The state bank must be the resulting entity which is the survivor of the merger;

2. The merger shall not result in any additional branch office of the state bank, unless such additional branch is approved pursuant to the bank's de novo branching authority under Section 501.1 of this title;

3. Any activity carried on by any nonbank company which is a party to the merger shall be terminated at the effective time of the merger unless that activity is permissible for the resulting state bank;

4. Any asset or investment which is held by a constituent nonbank company and which is not permitted to be held by a resulting state bank shall be divested at or before the effective time of the merger, unless the state bank obtains prior approval for a longer divestiture period from the Commissioner in the manner provided in Section 1108 of this title and from appropriate federal banking agencies in accordance with any applicable federal banking laws or regulations;

5. The merger shall not create an unsafe weakening of the resulting state bank's condition. However, the Board shall have discretion to approve a merger which will have the effect of materially strengthening a weakened bank, even if the resulting state bank's condition or capital will remain less than satisfactory, and

6. The applicant bank shall present an acceptable plan for minimizing or eliminating the potential adverse impact of any significant debt or other direct or contingent liabilities of any nonbank company that will be merged into the resulting state bank.

C. A merger pursuant to this section shall be governed by all of the provisions and procedures of Sections 1102 through 1106 of this title. For this purpose such sections shall be interpreted so fare as reasonably applicable as if any nonbank company which is a party to the merger were instead a constituent state bank being merged into the resulting state bank.