association - Authorization and approval - Assumption of certificates of deposit - Transfer of fiduciary positions. A. Any association may sell to any other association, federal association, national banking association or Oklahoma-chartered bank all, or substantially all, of the selling association's assets and business, or all, or substantially all, of the assets and business of any department or branch of the selling association. B. Any association, upon assuming the liabilities relating thereto, may purchase all, or substantially all, of the assets and business of another association, federal association, national banking association or Oklahoma-chartered bank, or all, or substantially all, of the assets and business of any department or branch of the selling institution. C. The agreement of purchase and sale shall be authorized and approved by the boards of directors of the purchasing and selling institutions, and authorized and approved by the vote of a majority of the stockholders of the purchasing and selling institutions, or by a majority vote of the total number of votes of the members present in person or by proxy, in the case of mutual associations or mutual federal associations, at meetings called for the purpose and shall be filed with the State Banking Commissioner accompanied by evidence of such stockholders' or members' approval in like manner as plans of merger are filed. Copies of the agreement of purchase and sale shall be filed with and subject to the approval of the Commissioner, together with a fee for review of the transaction as required by rule of the Commissioner, and shall be accompanied by evidence of approval of such stockholders or members thereof in like manner as agreements of merger are filed. After such approval is given by the stockholders or members, a notice of such sale shall be published once a week for two (2) successive weeks in a newspaper of general circulation in the county in which the selling institution has its main office. Proof of such publication shall be filed with the Commissioner. The Commissioner may permit the requirement for publication of notice to be satisfied after the purchase and sale becomes effective if the Commissioner determines that: 1. The selling institution is solvent, but either is close to insolvency or is experiencing a run on deposits; 2. The terms of the agreement of purchase and sale are essentially fair to the selling institution; and 3. The selling institution will remain solvent after the purchase and sale. D. Any deposit account which is unconditionally assumed by the purchasing association pursuant to an agreement approved by the Commissioner, and which, after a depositor's preexisting accounts at the purchasing institution are added to the accounts assumed from the selling institution, is fully covered by the Federal Deposit Insurance Corporation insurance limits at the purchasing institution, shall cease to be an obligation of the selling institution after the purchase and sale becomes effective. Notwithstanding any term of the purchase and sale agreement or of the contract of deposit, a deposit account or other creditor's account shall be deemed to be only conditionally assumed by the purchasing institution if: 1. The amount of preexisting deposit accounts of a depositor at the purchasing institution, together with accounts of that depositor which are assumed from the selling institution, would exceed the Federal Deposit Insurance Corporation insurance limits of such purchasing institution; or 2. Claims of a depositor or other creditor against a selling institution and loans of a depositor from the selling institution are not simultaneously assumed by the purchasing institution so as to preserve a right of set-off. Any depositor or creditor of the selling institution whose business is conditionally sold has the right, after such sale: a. upon payment of any indebtedness owing by the depositor to the selling institution, to withdraw the deposit in full from the selling institution on demand, unless by dealing with the purchasing institution with knowledge of the purchase the depositor ratifies the transfer, or b. to exercise the right to set-off of the depositor, unless by dealing with the purchasing institution with knowledge of the purchase the depositor ratifies the transfer. E. The agreement of sale may provide for the transfer to the purchasing institution of all fiduciary positions held by the selling institution subject to the right of the district court of the county in which the selling institution is situated, on petition of any interested party, to appoint another or succeeding fiduciary to the positions so transferred. However, the provisions of the instrument creating the fiduciary position shall control such succession, if it so provides therein. Until such court appoints another or succeeding fiduciary, the purchasing institution shall, if it has qualified, exercise any fiduciary function vested in the selling institution and the manner of succession of trust powers and successor trustees shall follow the same procedure as set out in subsection F of Section 1109 of Title 6 of the Oklahoma Statutes. F. Except as provided for in subsection D of this section, no right against or obligation of the selling institution in respect of the assets or business sold shall be released or impaired by the sale until one (1) year from the last date of publication of the notice pursuant to subsection C of this section, but after the expiration of such year no action can be brought against the selling institution on account of any deposit, obligation, trust or asset transferred to or liability assumed by the purchasing association.
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