HARRY HUGHES, Governor

251

HAS BEEN APPROVED BY THE STOCKHOLDERS IN THE MANNER REQUIRED
BY FEDERAL LAW.

(D)   CASH PAYMENT FOR STOCK.

THE REQUIREMENT FOR CASH PAYMENT FOR STOCK MAY BE MET
BY EXCHANGING SHARES OF THE NEW COMMERCIAL BANK FOR THOSE OF
THE NATIONAL BANKING ASSOCIATION VALUED AT NOT MORE THAN
FAIR CASH MARKET VALUE.

(E)   TRANSFER OF PROPERTY, RIGHTS, DUTIES, AND
FRANCHISES.

(1)   THE NEW COMMERCIAL BANK SHALL BE CONSIDERED
THE SAME BUSINESS AND CORPORATE ENTITY AS THE NATIONAL
BANKING ASSOCIATION AND, EXCEPT AS LIMITED BY THIS ARTICLE
OR BY ITS CHARTER OR BYLAWS, HAS ALL OF THE BIGHTS, POWERS,
AND DUTIES OF THE NATIONAL BANKING ASSOCIATION.

(2)   THE NATIONAL BANKING ASSOCIATION'S RIGHTS,
FRANCHISES, AND INTERESTS IN ANY PROPERTY BECOME THE
PROPERTY OF THE NEB COMMERCIAL BANK, SUBJECT TO THE
LIABILITIES OF THE NATIONAL BANKING ASSOCIATION THAT EXIST
AT THE TIME OF THE CONVERSION.

(F)   USE OF NAME.

(1)   UNLESS THIS CONSTRUCTION WOULD BE
UNREASONABLE, ANY REFERENCE TO THE NATIONAL BANKING
ASSOCIATION IN ANY WRITING, WHETHER EXECUTED OR TAKING
EFFECT BEFORE OR AFTER THE CONVERSION, SHALL BE INTERPRETED
AS A REFERENCE TO THE NEW COMMERCIAL BANK.

(2)   THE NEW COMMERCIAL BANK MAY USE THE NAME OF
THE NATIONAL BANKING ASSOCIATION IF IT CAN DO ANY ACT MORE
CONVENIENTLY UNDER THAT NAME.

(G)   NONCONFORMING ASSETS OR BUSINESS.

IF A NATIONAL BANKING ASSOCIATION HAS ASSETS OR
ENGAGES IN BUSINESS ACTIVITIES THAT DO NOT CONFORM TO THE
LAW GOVERNING COMMERCIAL BANKS, THE BANK COMMISSIONER MAY
ALLOW A REASONABLE TIME FOR THE NEW COMMERCIAL BANK TO
CONFORM TO THAT LAW.

REVISOR'S NOTE: This section is new language derived
from CA § 6-130.

Although present CA § 6—130 literally applies
only to conversions into State banks, the law
from which that section was derived — Art. 11,
§§ 36, 116, and 117 — appears to have been
intended to apply to trust companies, as well.
Therefore, the section is revised to refer to a
conversion to a "commercial bank", as defined in
§ 1-101 of this article.