Guam § 106305 - Merger; Approval by Stockholders of Territorial Banks.

§ 106305. Merger; Approval by Stockholders of Territorial Banks.

(a) To be effective, a merger which is to result in a territorial bank must be approved by the

stockholders of each merging territorial bank by a vote of a simple majority of the outstanding voting stock

of each class at a meeting called to consider such action, which vote shall constitute the adoption of the

charter and by-laws of the continuing territorial bank, including the amendments in the merger agreement,

as the charter and by-laws of the resulting bank.

(b) Notice of the meeting of the stockholders shall be given by publication in a newspaper of general

circulation in Guam, at least once a week for four successive weeks, and by mail, at least fifteen (15) days

before the date of the meeting, to each stockholder of record of each merging bank at his address on the

books of his bank, who has not waived such notice in writing; no notice by publication need be given if

written waivers are received from the holders of two-thirds of the outstanding shares of each class of voting

stock. The notice shall state that dissenting stockholders (other than those of the continuing bank) will be

entitled to payment of the value of only those shares which are voted against approval of the plan.