§ 225 — Interstate acquisition transactions

§ 225. Interstate acquisition transactions. 1. An out-of-state bank\nmay engage in an acquisition transaction with a New York bank or with a\nbanking institution located in New York and may maintain as a branch or\nbranches or trust office or trust offices, the branches or trust\noffices, respectively, of any such New York bank or banking institution\nwhich it has received into itself as a result of such transaction,\nsubject to the requirements of this article.\n 2. Except when section twenty-nine of this chapter applies, section\nsix hundred one or six hundred one-a of this chapter, as the case may\nbe, and section six hundred one-b of this chapter shall apply to any\nacquisition transaction in which the receiving corporation is a New York\nbank. In the case of an acquisition transaction authorized by this\narticle in which an out-of-state bank or out-of-state trust company is\nthe receiving corporation, the out-of-state bank or out-of-state trust\ncompany shall file with the superintendent a copy of any application\nfiled with the appropriate state supervisor and appropriate federal\nbanking agency.\n 3. At the time when a merger or consolidation authorized by this\narticle or by section six hundred of this chapter becomes effective:\n (a) the resulting or consolidated corporation shall be considered the\nsame business and corporate entity as each of the constituent\ncorporations;\n (b) all the property, rights, powers and franchises of each of the\nconstituent corporations shall vest in the resulting or consolidated\ncorporation and the resulting or consolidated corporation shall be\nsubject to and shall be deemed to have assumed all of the debts,\nliabilities, obligations and duties of each constituent corporation and\nto have succeeded to all of its relationships, fiduciary or otherwise,\nas fully and to the same extent as if such property, rights, powers,\nfranchises, debts, liabilities, obligations, duties and relationships\nhad been originally acquired, incurred or entered into by the resulting\nor consolidated corporation;\n (c) any reference to a constituent corporation in any contract, will\nor document, whether executed or taking effect before or after the\nmerger or consolidation, shall be considered a reference to the\nresulting or consolidated corporation if not inconsistent with the other\nprovisions of the contract, will or document;\n (d) a pending action or other judicial proceeding to which any\nconstituent corporation is a party, shall not be deemed to have abated\nor to have discontinued by reason of the merger or consolidation, but\nmay be prosecuted to final judgment, order or decree in the same manner\nas if the merger or consolidation had not been made, or the resulting or\nconsolidated corporation may be substituted as a party to such action or\nproceeding, and any judgment, order or decree may be rendered for or\nagainst it that might have been rendered for or against such constituent\ncorporation if the merger or consolidation had not occurred; and\n (e) nothing in this subdivision shall be deemed to authorize a banking\ninstitution to exercise any power or engage in any activity not\notherwise permitted under its charter.\n 4. In the case of a merger or consolidation authorized by this article\nin which an out-of-state bank or out-of-state trust company is the\nresulting or consolidated corporation, the franchise of any constituent\nNew York bank shall automatically terminate when the merger or\nconsolidation is consummated.\n