Okla. Stat. tit. 6, § 6-1109

savings association or of department or branch thereof.

A. 1. Any bank or savings association may sell to any other

bank or savings association all, or substantially all, of the

selling institution's assets and business; or all, or substantially

all, of the assets and business of any department or branch of the

selling institution.

2. Any trust company, bank, or savings association may sell to

any other trust company, bank, or savings association all, or

substantially all, of the assets and trust business of such trust

company, bank, or savings association, or all, or substantially all,

of the assets and business of any department or branch of the

selling trust company, bank, or savings association.

B. 1. Any bank or savings association may, upon assuming the

liabilities relating thereto, purchase all, or substantially all, of

the assets and business of another bank or savings association, or

all, or substantially all, of the assets and business of any

department or branch of another bank or savings association.

2. Any trust company, bank, or savings association may, subject

to the requirements of subsection E of this section, purchase all,

or substantially all, of the assets and business of another trust

company, bank, or savings association, or all, or substantially all,

of the assets and business of any department or branch of another

trust company, bank, or savings association. If the purchasing or

selling institution is an out-of-state institution, the agreement of

purchase and sale shall be authorized and approved by the board of

directors of the institution in accordance with such laws as shall

be applicable.

C. The agreement of purchase and sale shall be authorized and

approved by the boards of directors of the purchasing and selling

banks, trust companies, or savings associations. If the agreement

of purchase and sale includes the transfer of a majority of the

assets or the transfer of a majority of the deposits of a selling

institution, the agreement of purchase and sale shall be authorized

and approved by the vote of a majority of the outstanding shares of

the selling institution at a meeting called for the purpose in like

manner as meetings to approve mergers are called pursuant to Section

1104 of this title and the stockholders shall be entitled to dissent

in the same manner as provided in Section 1104 of this title. If

the agreement of purchase and sale includes the purchase of assets

which are greater than fifty percent (50%) of the purchasing

institution's assets prior to the purchase, or includes the

assumption of deposits which are greater than fifty percent (50%) of

the purchasing institution's deposits prior to the purchase, the

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 153

agreement of purchase and sale shall be authorized and approved by

the vote of a majority of the outstanding shares of the purchasing

institution at a meeting called for the purpose in like manner as

meetings to approve mergers are called pursuant to Section 1104 of

this title and the stockholders shall be entitled to dissent in the

same manner as provided in Section 1104 of this title. If the

stockholders of an institution are hereby entitled to dissent, they

shall receive notice of their right to dissent along with notice of

the stockholders' meeting which is to consider the agreement of

purchase and sale, in the same manner as provided in Section 1104 of

this title with respect to mergers. Copies of the agreement of

purchase and sale shall be filed with and subject to the approval of

the State Banking Commissioner, together with a fee for review of

the transaction as required by rule of the Banking Board, and shall

be accompanied by evidence of such stockholders' approval thereof in

like manner as agreements of merger are filed.

D. After the approval required by subsection C of this section

is given by the stockholders, a notice of such purchase and sale
the approval of

the State Banking Commissioner, together with a fee for review of

the transaction as required by rule of the Banking Board, and shall

be accompanied by evidence of such stockholders' approval thereof in

like manner as agreements of merger are filed.

D. After the approval required by subsection C of this section

is given by the stockholders, a notice of such purchase and sale

shall be published once a week for two (2) successive weeks in a

newspaper of general circulation in the county in which the assets

of the selling bank, trust company, or savings association are

located if the entity is an Oklahoma institution, and if not, shall

be published as required by the law of the state where the selling

institution is located. Proof of such publication shall be filed

with the Oklahoma State Banking Department. 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 bank, trust company, or savings association 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 bank, trust company, or savings

association; and

3. The selling bank, trust company, or savings association will

remain solvent after the purchase and sale.

E. Any deposit account or certificate of deposit which is

unconditionally assumed by the purchasing institution 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 FDIC 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, certificate of deposit or other creditor's account

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 154

shall be deemed to be only conditionally assumed by the purchasing

institution if:

1. The amount of the preexisting accounts of the depositor at

the purchasing institution, together with the accounts of such

depositor which are assumed from the selling institution, would

exceed the FDIC insurance limits of the purchasing institution; or

2. The claims of a depositor or other creditor against a

selling institution and the loans of the depositor or other creditor

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 or creditor to the selling institution, to

withdraw the deposit of the depositor or creditor in

full from the selling institution on demand, or

b. to exercise the right of set-off of such depositor or

creditor.

3. Notwithstanding the preceding language of paragraphs 1 and 2

of this subsection, after a person deals with the purchasing

institution with knowledge of the purchase, such person's deposit or

account shall no longer be deemed to be only conditionally assumed.

F. 1. The agreement of sale may provide for the transfer to

the purchasing institution of all fiduciary positions held by the

selling institution. The purchasing institution shall enjoy all

such positions and all rights, property, franchises, and interests,

including any and all fiduciary positions to and for which the

selling institution may have been appointed, nominated, or

designated by any will, agreement, conveyance, or otherwise, whether

or not such position is in effect at the time of the substitution,
the

selling institution. The purchasing institution shall enjoy all

such positions and all rights, property, franchises, and interests,

including any and all fiduciary positions to and for which the

selling institution may have been appointed, nominated, or

designated by any will, agreement, conveyance, or otherwise, whether

or not such position is in effect at the time of the substitution,

in the same manner and to the same extent as all such positions were

held and enjoyed by the selling institution.

2. The selling and purchasing institutions shall jointly file a

petition with the district court of the county in which the main

office of the selling institution is situated requesting that the

purchasing institution be substituted, except as may be expressly

excluded in such petition, in every fiduciary position of the

selling institution. Such petition need not designate the fiduciary

positions in which the requested substitution is to be made.

3. Upon the filing of such petition, the court shall enter an

order setting the petition for hearing and shall direct that notice

of the hearing be given in the manner provided in this subsection or

in the manner required by the law of the state where the selling

institution is located if it is an out-of-state institution.

4. A copy of the order provided for in paragraph 3 of this

subsection shall be published once a week for two (2) successive

weeks in a newspaper of general circulation to be designated by the

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court and published in the county in which the petition was filed.

If there is no newspaper published in such county, publication shall

be made in a newspaper of general circulation in the State of

Oklahoma designated by the court. Proof of publication shall be

made in the same manner as proof of publication of summons is made.

5. The filing of such petition and the making and entering of

such order and the giving of notice of such order as required by

this subsection gives the court full jurisdiction of the trusts and

all parties interested therein. The court having jurisdiction in

such matter shall require the selling institution to mail, by

registered mail postage prepaid, a copy of such order to each living

trustor of all private trusts in which such institution is trustee

or to the then directly participating beneficiaries of all private

trusts in which there is no living trustor. Such notice shall be

mailed to the last-known address of each such trustor or

participating beneficiary as shown by or as may be ascertained by

reasonably diligent efforts from the records of such institution.

Proof of mailing shall be in such form as the court shall require.

6. The district court shall enter a single order substituting

the purchasing institution in every fiduciary position to and for

which the selling institution may have been appointed, nominated, or

designated by any will, agreement, conveyance, or otherwise, whether

or not such position is in effect at the time of the substitution,

except as may be otherwise specified in such order, upon its finding

as follows:

a. notice of hearing the petition has been given as

required by this subsection,

b. the purchasing institution is duly authorized to

exercise trust and fiduciary powers in Oklahoma,

c. the selling and purchasing institutions are not

directly or indirectly owned or controlled by the same

holding company or multibank holding company, or, if

the selling and purchasing institutions are directly

or indirectly owned or controlled by the same holding

company or multibank holding company, then the

purchasing institution shall assume all trust

liabilities of the selling institution, and

d. such sale or transfer was not made in order to avoid

any liability incurred by the selling institution.

7. Upon entry of such order, the purchasing institution shall,
hasing institutions are directly

or indirectly owned or controlled by the same holding

company or multibank holding company, then the

purchasing institution shall assume all trust

liabilities of the selling institution, and

d. such sale or transfer was not made in order to avoid

any liability incurred by the selling institution.

7. Upon entry of such order, the purchasing institution shall,

without further act, be substituted in every such fiduciary

position, and such substitution may be evidenced by filing a

certified copy of the order with the clerk of any district court in

this state.

8. Notwithstanding the foregoing provisions of this subsection,

the provisions of the instrument creating each fiduciary position

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 156

subject to the agreement of sale shall control such succession, if

such instrument so provides.

G. Except as provided for in subsection E 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 D or F 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 institution.

H. This section shall be applicable to any bank, trust company,

or savings association, regardless of whether its main office or

charter is located within this state or elsewhere.