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Collection: Original Records > Articles of Incorporation

Guarantee Savings and Loan (AI-G272)(1975) (15 pages)

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ARTICLE 8 “OP RMINATTON Section 8.01. Circumstances. This agrecment may be terminated and the merger provided for inay be abandoned at any time prior to the effective date of the merger, whether before or after shareholder approval: (a) By aunenien: convene of the Boards of" Dinectors Of the Coveetenene corporations. (b) At the election of the Board of Directors of either constituent corporations if: ! (i) Any material litigation or proceeding shall be instituted or Eieeatened against either of the constituent een one, or GUARANTEE FINANCIAL CORPORATION OF CALIFORNIA, or any of their assets, which, in the opinion of cither of such Board of Directors, renders the merger inadvisable or undesirable. le(3. ) Any legislation shall be enacted which, gn the opinion of either such Board of Directors, renders the merger inadvisable or undesirable. (iii) Between the date of this agreement and the effective date of the merger, there shall have been, in. the opinion of either such Board of Directors, any materially adverse change in the business ox condition, financial ox otherwise, of either constituent corporation. (iv) he Commissioner of the Internal Revenue Service shall not have ruled in substance, that for federal income tax purposes (Ch) the mengqer wall ataeee, asa reorganization undex Section 369(a) (1) 1A) of the Internat > Revenue Cod;.