Okla. Stat. tit. 6, § 6-1111: Merger with parent bank holding company, nonbank

subsidiary of parent bank holding company or subsidiary.

A. Upon approval by the Banking Board, and subject to

satisfying each of the criteria contained in subsection B of this

section and complying with the procedures required by subsection C

of this section, a state bank may merge with:

1. Its parent bank holding company;

2. One or more nonbank subsidiaries of its parent bank holding

company; or

3. One or more subsidiaries of the state bank.

B. The form and effect of any merger pursuant to this section

must be consistent with the following criteria:

1. The state bank must be the resulting entity which is the

survivor of the merger;

2. The merger shall not result in any additional branch office

of the state bank, unless such additional branch is approved

pursuant to the bank's de novo branching authority under Section

501.1 of this title;

3. Any activity carried on by any nonbank company which is a

party to the merger shall be terminated at the effective time of the

merger unless that activity is permissible for the resulting state

bank;

4. Any asset or investment which is held by a constituent

nonbank company and which is not permitted to be held by a resulting

state bank shall be divested at or before the effective time of the

merger, unless the state bank obtains prior approval for a longer

divestiture period from the Commissioner in the manner provided in

Section 1108 of this title and from appropriate federal banking

agencies in accordance with any applicable federal banking laws or

regulations;

5. The merger shall not create an unsafe weakening of the

resulting state bank's condition. However, the Board shall have

discretion to approve a merger which will have the effect of

materially strengthening a weakened bank, even if the resulting

state bank's condition or capital will remain less than

satisfactory; and

6. The applicant bank shall present an acceptable plan for

minimizing or eliminating the potential adverse impact of any

significant debt or other direct or contingent liabilities of any

nonbank company that will be merged into the resulting state bank.

C. A merger pursuant to this section shall be governed by all

of the provisions and procedures of Sections 1102 through 1106 of

this title. For this purpose such sections shall be interpreted so

far as reasonably applicable as if any nonbank company which is a

party to the merger were instead a constituent state bank being

merged into the resulting state bank.