Okla. Stat. tit. 6, § 6-1103: Approval by Board

A. After approval by the board of directors of each constituent

bank or savings association, the merger agreement shall be submitted

to the Banking Board for approval, together with a fee for review of

the merger as required by rule of the Banking Board which shall be

deposited in the Oklahoma State Banking Department revolving fund

pursuant to Section 211.1 of this title, certified copies of the

authorizing resolutions of the several boards of directors showing

approval by a majority of the entire board and evidence of proper

action by the board of directors of any constituent national bank or

federal savings association.

B. Without approval by the Board, no asset shall be carried on

the books of the resulting bank at a valuation higher than that on

the books of the constituent bank or savings association at the time

of the last examination by a state or national bank examiner or

savings association examiner before the effective date of the

merger.

C. Within thirty (30) days after receipt by the Board of the

fee and papers specified in subsection A of this section, the Board

shall approve or disapprove the merger and the merger agreement.

The Board shall approve the merger and the merger agreement if it

appears that:

1. The resulting state bank meets all the requirements of state

law as to the formation of a new state bank;

2. The agreement provides an adequate capital structure

including surplus in relation to the deposit liabilities of the

resulting state bank and its other activities which are to continue

or are to be undertaken;

3. The agreement is fair; and

4. The merger is not contrary to the public interest.

If the Board disapproves a merger or a merger agreement, it

shall state its objections and give an opportunity to the

constituent banks or savings associations to amend the merger

agreement to obviate such objection. The Board may by rule

establish a procedure whereby the State Banking Commissioner may

grant approval of the merger or merger agreement without a hearing

before the Board. The procedure shall include criteria set by the

Board to be applied by the Commissioner in the consideration of the

application.

D. Where the resulting state bank is not to exercise trust

powers, the Board shall not approve a merger until satisfied that

adequate provision has been made for successors to fiduciary

positions held by constituent banks or savings associations, and the

manner of succession of trust powers and successor trustees shall

follow the same procedure as set out in Section 1018 of this title.