Page:United States Statutes at Large Volume 124.djvu/1528

 124 STAT. 1502 PUBLIC LAW 111–203—JULY 21, 2010 substantially all of the assets of the bridge financial com- pany by a company that is not a bridge financial company, or other entity as permitted under applicable law; and (E) the expiration of the period provided in paragraph (12), or the earlier dissolution of the bridge financial com- pany, as provided in paragraph (15). (14) EFFECT OF TERMINATION EVENTS.— (A) MERGER OR CONSOLIDATION.—A merger or consoli- dation, described in paragraph (13)(A) shall be conducted in accordance with, and shall have the effect provided in, the provisions of applicable law. For the purpose of effecting such a merger or consolidation, the bridge finan- cial company shall be treated as a corporation organized under the laws of the State of Delaware (unless the law of another State has been selected by the bridge financial company in accordance with paragraph (2)(F)), and the Corporation shall be treated as the sole shareholder thereof, notwithstanding any other provision of State or Federal law. (B) CHARTER CONVERSION.—Following the sale of a majority of the capital stock of the bridge financial com- pany, as provided in paragraph (13)(B), the Corporation may amend the charter of the bridge financial company to reflect the termination of the status of the bridge finan- cial company as such, whereupon the company shall have all of the rights, powers, and privileges under its con- stituent documents and applicable Federal or State law. In connection therewith, the Corporation may take such steps as may be necessary or convenient to reincorporate the bridge financial company under the laws of a State and, notwithstanding any provisions of Federal or State law, such State-chartered corporation shall be deemed to succeed by operation of law to such rights, titles, powers, and interests of the bridge financial company as the Cor- poration may provide, with the same effect as if the bridge financial company had merged with the State-chartered corporation under provisions of the corporate laws of such State. (C) SALE OF STOCK.—Following the sale of 80 percent or more of the capital stock of a bridge financial company, as provided in paragraph (13)(C), the company shall have all of the rights, powers, and privileges under its con- stituent documents and applicable Federal or State law. In connection therewith, the Corporation may take such steps as may be necessary or convenient to reincorporate the bridge financial company under the laws of a State and, notwithstanding any provisions of Federal or State law, the State-chartered corporation shall be deemed to succeed by operation of law to such rights, titles, powers and interests of the bridge financial company as the Cor- poration may provide, with the same effect as if the bridge financial company had merged with the State-chartered corporation under provisions of the corporate laws of such State. (D) ASSUMPTION OF LIABILITIES AND SALE OF ASSETS.— Following the assumption of all or substantially all of the liabilities of the bridge financial company, or the sale of Delaware.