§ 136-a. Purchase of assets of national banking association by bank or
trust company. 1. A state bank or trust company may acquire, whether by
purchase or otherwise, other than by merger, all or a substantial part
of the assets of a national banking association, provided that the
action taken complies with federal law.

2. In the case of each such acquisition, a written plan providing for
the acquisition by the bank or trust company of the assets of the
national banking association shall be submitted, in duplicate, by the
bank or trust company to the superintendent. 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.

3. With such plan of acquisition of assets there shall also be
submitted, in duplicate, to the superintendent the following: (a) by the
national banking association, a certificate of the president, secretary
or cashier of such association certifying that all steps have been taken
which are necessary under federal law to the sale of its assets; (b) by
the bank or trust company, if the assets of the national banking
association exceed ten per centum of the assets of the bank or trust
company, a certificate of the president, secretary or cashier 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 the county in which the bank or trust company has its
principal place of business and that such plan has been approved at such
meeting by the vote of stockholders owning at least two-thirds in amount
of the stock of such corporation.

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