§ 601-a. Purchase of assets. 1. The following acquisitions are hereby
authorized whether by purchase or otherwise, other than by merger, of
all or a substantial part of the assets of:

(a) One or more corporations organized under the laws of this state
and subject to the provisions of article three, article eight or article
twelve of this chapter by another corporation subject to the provisions
of the same article.

(b) One or more safe deposit companies by a bank or trust company.

(c) One or more mutual savings banks by another mutual savings bank.

(d) One or more mutual savings and loan associations by another mutual
savings and loan association.

(e) One or more stock-form savings banks by another stock-form savings
bank.

(f) One or more stock-form savings and loan associations by another
stock-form savings and loan association.

(g) One or more banks, trust companies, stock-form savings banks or
stock-form savings and loan associations, with one or more out-of-state
banks or out-of-state trust companies as such terms are defined in
section two hundred twenty-two of this chapter.

(h) One or more banking institutions by another banking institution as
the superintendent may authorize. For purposes of this paragraph, a
branch or agency of a foreign banking corporation licensed pursuant to
article two of this chapter and seeking approval for a transfer of
fiduciary relationships pursuant to section six hundred four-a of this
chapter shall be considered a banking institution. The superintendent
may promulgate such regulations as he or she deems necessary and proper
to implement and define the provisions of this paragraph.

2. A written plan providing for the acquisition by one corporation of
the assets of another shall be submitted, in duplicate, to the
superintendent by both corporations. Such plan shall be in form
satisfactory to the superintendent, shall specify the selling and the
acquiring corporation, and shall prescribe the terms and conditions of
the acquisition and the mode of carrying it into effect.

At the time of submission for action by the superintendent of the
written plan of acquisition of assets, an investigation fee as
prescribed pursuant to section eighteen-a of this chapter shall be paid
to the superintendent; provided, however, that no investigation fee
shall be payable under this subdivision with respect to an acquisition
to which subdivision two of section six hundred one-b of this article is
applicable.

3. There shall also be submitted, in duplicate, to the superintendent
with the plan of acquisition of assets, a certificate of the president,
secretary or cashier of the selling corporation and, in the event the
assets of the selling corporation shall exceed ten per centum of the
assets of the acquiring corporation, of the acquiring corporation,
certifying that such plan has been approved by the board of directors of
his corporation by a majority vote of all the members thereof, and that
such plan was thereafter submitted to the stockholders of such
corporation at a meeting thereof held upon notice of at least fifteen
days, specifying the time, place, and object of such meeting and
addressed to each stockholder at the address appearing upon the books of
the corporation and published at least once a week for two successive
weeks in one newspaper in each county in which the selling corporation
and, if applicable, the acquiring corporation has its principal place of
business and that such plan has been approved at such meeting by the
vote of the stockholders owning at least two-thirds in amount of the
stock of such corporation.

5. Nothing contained in this section six hundred and one-a shall be
construed to prohibit any other purchase of assets which is otherwise
permitted by applicable law.