§ 225. Interstate acquisition transactions.
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§ 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.