§ 23-48-604 — Effect of exchange

(a) (1) When the plan of exchange of shares as filed with the Bank Commissioner and approved by the commissioner under § 23-48-603 becomes effective in accordance with the terms of the plan, the exchange provided for therein shall be deemed to have been consummated, and each shareholder of the state bank whose shares were acquired shall thereupon cease to be a shareholder of the state bank. (2) The ownership of shares acquired in the plan of exchange, except shares payment of the value of which is required to be made under § 23-48-603 , hereinafter sometimes referred to as "dissenting shares", shall automatically vest in the bank holding company as the acquiring person without any physical transfer or deposit of certificates representing the shares. (3) All dissenting shares shall be considered authorized but no longer outstanding shares of the state bank and may be disposed of in accordance with the provisions of the plan of exchange or as otherwise approved by the commissioner. (b) (1) Certificates representing shares acquired in the plan of exchange of the state bank prior to the plan of exchange's becoming effective, except certificates representing dissenting shares, shall represent, after the plan of exchange becomes effective: (A) Shares of the capital stock or other securities of the bank holding company to be issued in exchange for shares of the state bank; and (B) The right, if any, to receive cash or other consideration upon terms specified in the plan of exchange. (2) However, the plan of exchange may specify that all such certificates shall represent, after the plan of exchange becomes effective, only the right to receive shares of stock or other securities issued by the bank holding company, cash, or a combination thereof upon such terms as specified in the plan of exchange.

Legislative History

Acts 1997, No. 89, § 1; 1999, No. 117, § 2.