Terms and Conditions of Merger or Consolidation

1. Law
2. Georgia Code
3. Banking and Finance
4. Georgia Merchant Acquirer Limited Purpose Bank
5. Terms and Conditions of Merger or Consolidation

1. The parties to a merger or consolidation of a merchant acquirer limited purpose bank shall:
   1. Adopt a plan stating the method, terms, and conditions of the merger or consolidation, including the rights under the plan of the shareholders of each of the parties and any agreement concerning the merger or consolidation. Such plan shall specify:
      1. The name that such merchant acquirer limited purpose bank shall have upon and after such merger or consolidation;
      2. The persons who shall constitute the board of directors of the merchant acquirer limited purpose bank after the merger or consolidation;
      3. The manner and basis of converting the shares of each merged or consolidated entity into shares or other securities or obligations of the surviving merchant acquirer limited purpose bank and, if any shares of any of the merged or consolidated entities are not to be converted solely into shares or other securities of the surviving merchant acquirer limited purpose bank, the amount of cash or securities of any other corporation, or combination of cash and such securities, which is to be paid or delivered to the holders of such shares in exchange for, or upon the surrender of, such shares. Such cash or securities may be in addition to, or in lieu of, the shares or other securities of the surviving merchant acquirer limited purpose bank;
      4. Such other provisions with respect to the proposed merger or consolidation which are deemed desirable to the parties of the merger or consolidation plan; and
      5. Any other requirements of the department, adopted through rule or regulation, deemed essential to ensure protection of creditors or shareholders of the merging or consolidating entities;
   2. Adopt a merger or consolidation plan upon affirmative vote of at least:
      1. A majority of the directors; and
      2. At a meeting of shareholders, a majority of the shareholders entitled to cast votes or the majority of holders of outstanding shares of a class, if a class of shares is entitled to vote thereon as a class; and
   3. Include a copy or summary of the merger or consolidation plan and a full statement of the rights and remedies of dissenting shareholders, the method of exercising such rights, and any limitations on such rights and remedies in the meeting notice for which a merger or consolidation is to be voted upon.
2. Any modification of a merger or consolidation plan which has been adopted shall be made by any method provided therein or, in the absence of such provision, by the same vote as required for adoption.

(Code 1981, §7-9-11.2, enacted by Ga. L. 2016, p. 390, § 4-1/HB 811.)

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