(a) A merger that is to result in a state bank shall, unless a later date is specified in the agreement, become effective upon the filing with the commissioner of the executed agreement, together with copies of the resolutions of the stockholders of each merging bank approving it, certified by the bank's president or a vice president and a cashier. The charters of the merging banks, other than the continuing bank, shall thereupon automatically terminate.
(b) The commissioner shall then issue to the resulting bank a certificate of merger, which shall constitute a continuing charter, specifying the name of each merging bank and the name of the resulting state bank. The certificate shall be conclusive evidence of the merger and of the correctness of all proceedings therefor in all courts and places, and shall be recorded in the same manner as is provided for the recording of a charter of a new bank in § 45-2-205(c).
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