HARRY HUGHES, Governor

2803

3-703.

(a)  An agreement of consolidation, merger, or transfer
of assets shall be approved by the affirmative vote of a
majority of the full authorized membership of the board of
directors of each constituent commercial bank.

(b)  The agreement shall include:

(1)  The name of each constituent bank and the
address of [each of its offices] ITS PRINCIPAL BANKING
OFFICE;

(2)  The terms of the proposed transaction;

(3)  A statement that the agreement is subject to
approval by the Bank Commissioner and by the stockholders of
each constituent bank;

(4)  Provisions for disposing of any stock of the
successor that is not taken by objecting stockholders of the
constituent banks;

(5)  As to the successor:

(i) The name and address of each THE
proposed PRINCIPAL BANKING office;

[(ii) The name and residence address of
each individual who will be a director when the proposed
transaction becomes effective;

(iii) The name and residence address of
each individual who will be an officer when the proposed
transaction becomes effective;]

(II) [(iv)] The authorized capital STOCK,
including the number of shares and the par value of each
share of stock;

(III) [(v)] Whether it will issue
preferred stock in the proposed transaction and, if so, the
amount, terms, and preferences; and

(IV)  [(vi)] Any amendments to its charter
and bylaws; and

(6)  Any other provisions that the Bank
Commissioner requires to carry out the Bank Commissioner's
duties with respect to the proposed transaction.

(c)  After the board of directors of each constituent
bank has approved the agreement, the following shall be
filed with the Bank Commissioner for approval:

(1) The agreement;