Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. (a) Subject to required regulatory approvals, the Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Buyer. This Agreement represents a legal, valid, and binding obligation of the Buyer, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer Parties of the transactions contemplated hereby, nor compliance by the Buyer Parties with any of the provisions hereof will (i) conflict with or result in a breach of any provision of any Buyer Party's certificate of incorporation or bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to the Buyer Parties or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein herein, including the Mergers, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the Buyer. This Agreement represents a legal, valid, and binding obligation of the Buyer, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer Parties of the transactions contemplated hereby, nor compliance by the Buyer Parties with any of the provisions hereof will (i) conflict with or result in a breach of any provision of any the Buyer Party's certificate Parties' articles of incorporation or bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to the Buyer Parties or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank of the Mergers and the other transactions contemplated in this Agreement.or

Authority; No Conflicts. (a) Subject to required regulatory approvals, the Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Buyer. This Agreement represents a legal, valid, and binding obligation of the Buyer, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer Parties of the transactions contemplated hereby, nor compliance by the Buyer Parties with any of the provisions hereof will (i) conflict with or result in a breach of any provision of any Buyer Party's certificate articles of incorporation or bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, or (iii) subject to obtaining the requisite Consents referred to in in Section 9.1(b9.1 (b) of this Agreement, violate any Law or Order applicable to the Buyer Parties or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Buyer Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and Subject to required shareholder approval, the execution, delivery of and performance of its the Company’s obligations under this Agreement and the other documents contemplated hereby, hereby and the consummation of the transactions contemplated herein herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the BuyerCompany. This Agreement represents a legal, valid, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Company, there is no fact or condition relating to the Company that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained. (b) Neither the execution and delivery of this Agreement by the BuyerCompany, nor the consummation by the Buyer Parties Company of the transactions contemplated hereby, nor compliance by the Buyer Parties Company with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of the Company’s articles of incorporation, charter, bylaws or any Buyer Party's certificate of incorporation or bylawsother similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries Company under, any Contract or Permit of the Buyer or any of its subsidiariesCompany, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement8.1, violate any Law or Order applicable to the Buyer Parties Company or any of their its respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank Company of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Conflicts. (a) Subject to required regulatory approvals, the Buyer The Company has the all requisite corporate power and corporate authority necessary to execute, enter into and deliver and perform its obligations under this Agreement and and, subject to the adoption of this Agreement by the requisite vote of the holders of Company Common Stock, to consummate the transactions contemplated hereby. The Board of Directors of the Company has duly authorized and approved this Agreement and the transactions contemplated by this Agreement and has resolved to recommend to the Company's stockholders that they approve this Agreement and the transactions contemplated under this Agreement. The execution and delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the BuyerCompany, subject in the case of the consummation of the Merger to the adoption of this Agreement by the stockholders of the Company. This Agreement represents has been duly executed and delivered by the Company and constitutes a legal, valid, valid and binding obligation agreement of the BuyerCompany, enforceable against it in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement of creditors' rights creditors generally and except that the availability by general equity principles (regardless of specific performance, injunctive relief and other equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding may be broughtin equity or at law). (b) Neither The delivery and performance of this Agreement by the Company and consummation by it of the transactions contemplated hereby will not (i) violate any provision of the organizational documents of the Company or any Company Subsidiary; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or a Company Subsidiary is party or to which either of them or any of their assets or properties is bound or subject; (iii) violate any law, ordinance or regulation or any order, judgment, injunction, decree or requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or a Company Subsidiary or by which any of their assets or properties is bound; or (iv) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not have a Material Adverse Effect on the Company. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any U.K., U.S. or foreign supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi-governmental authority (a "Governmental Entity"), is required to be obtained by the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by the Buyer, nor Company or the consummation by the Buyer Parties Company of the transactions contemplated hereby, nor compliance by except for (x) those required under or in relation to (A) U.S. state securities or "blue sky" laws, (B) the Buyer Parties with any Securities Act of 1933, as amended (the "Securities Act"), including the filing of the provisions hereof will Form F-4 (ias defined below) conflict with or result in a breach the Securities and Exchange Commission ("SEC"), (C) the Securities Exchange Act of any provision of any Buyer Party's certificate of incorporation or bylaws1934, or as amended (ii) constitute or result in a Default underthe "Exchange Act"), or require any Consent pursuant to, or result in including the creation of any Lien on any Asset filing of the Buyer Proxy Statement (as defined below), (E) the DGCL with respect to the filing and recordation of appropriate merger or any of its subsidiaries underother documents, any Contract or Permit (F) rules and regulations of the Buyer LSE, and (G) antitrust or any other competition laws of its subsidiariesother jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or (iii) subject obtain could not reasonably be expected to obtaining have a Material Adverse Effect on the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law Company or Order applicable to impair or delay the Buyer Parties or any of their respective Assets. (c) Other than in connection or compliance with the provisions ability of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for Company to consummate the consummation by the Buyer and the Buyer Bank of the Mergers and the other transactions contemplated in this Agreementhereby.

Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Buyer Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and execution, delivery of and performance of its the Company’s obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein herein, including the Merger, have been duly and validly authorized by all necessary corporate action (and by Closing, all such shareholder action) in respect thereof on the part of the BuyerCompany. This Agreement represents a legal, valid, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). (b) Neither Except as set forth on Section 4.2(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the BuyerCompany, nor the consummation by the Buyer Parties Company of the transactions contemplated hereby, nor compliance by the Buyer Parties Company with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of any Buyer Party's the Company’s certificate of incorporation or bylawsbylaws or any other similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer Company or any of its subsidiaries under, any Contract or Permit of the Buyer Company or any of its subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to the Buyer Parties Company or any of its subsidiaries or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank Company of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Conflicts. (a) Subject to required regulatory approvals, the Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Buyer. This Agreement represents a legal, valid, and binding obligation of the Buyer, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer Parties of the transactions contemplated hereby, nor compliance by the Buyer Parties with any of the provisions hereof will (i) conflict with or result in a breach of any provision of any Buyer Party's ’s certificate of incorporation or bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to the Buyer Parties or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Conflicts. (ai) Subject to required regulatory approvals, the Buyer The Company has the all requisite corporate power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement Amendment No. 1 and to consummate the transactions contemplated herebyby Amendment No. The execution 1 (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery of and performance of its obligations under this Agreement the Supplemental Indenture (as defined herein)). The execution, delivery and the other documents contemplated hereby, performance of Amendment No. 1 and the consummation of the transactions contemplated herein by Amendment No. 1 have been duly and validly authorized by the Board of Directors of the Company and all necessary nec -1- ▇▇▇▇▇▇ corporate action in respect thereof on the part of the BuyerCompany. This Agreement represents a Amendment No. 1 has been duly executed and delivered by the Company and constitutes the legal, valid, valid and binding obligation of the BuyerCompany, enforceable against it in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement creditors generally, by general equity principles (regardless of creditors' rights generally whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought)fair dealing. (bii) Neither The execution and delivery of Amendment No. 1 does not and the consummation of the transactions contemplated by Amendment No. 1 will not cause or result in any Violation pursuant to: (A) any provision of the Organizational Documents of the Company or any of its Subsidiaries (B) (x) any Company Material Contract or (y) any other contract, agreement or binding obligation to which the Company or any Subsidiary is a party or to which any of its or their assets are bound or (C) any Law. (iii) No consent, waiver, permit, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity (other than those which have been obtained or made) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement Amendment No. 1 by the Buyer, nor Company or the consummation by the Buyer Parties Company of the transactions contemplated hereby, nor compliance by Amendment No. 1. (iv) Upon execution and delivery by the Buyer Parties with any Company and the Trustee under the Indenture (the "Trustee") of the provisions hereof Supplemental Indenture in accordance with the Tender Offer, the Majority Covenants (as defined herein) will (i) conflict with or result in a breach of any provision of any Buyer Party's certificate of incorporation or bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in not apply to the creation of any Lien on any Asset of the Buyer Company or any of its subsidiaries underaffiliates. The Company has reviewed the Supplemental Indentures with its counsel, any Contract or Permit the Trustee and such Trustee's counsel, and is aware of no reason that, assuming receipt of the Buyer or any of its subsidiariesRequisite Consents (as defined herein), or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to the Buyer Parties or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation Supplemental Indenture would not be executed by the Buyer and the Buyer Bank of the Mergers and the other transactions contemplated in this AgreementTrustee.

Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Buyer Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and execution, delivery of and performance of its the Company's obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the BuyerCompany. This Agreement represents a legal, valid, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by the BuyerCompany, nor the consummation by the Buyer Company Parties of the transactions contemplated hereby, nor compliance by the Buyer Company Parties with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of any Buyer Party's the articles of incorporation, certificate of incorporation incorporation, bylaws or bylawsany other similar governing document of either Company Party, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer Company or any of its subsidiaries under, any Contract or Permit of the Buyer Company or any of its subsidiaries, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to the Buyer Parties Company or any of its subsidiaries or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer Company and the Buyer Company Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Conflicts. (ai) Subject to required regulatory approvalsBuyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri. Buyer has the all requisite corporate power and authority necessary to execute, deliver and perform its obligations under enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution All corporate acts and other proceedings, including approval by Buyer’s board of directors, required to be taken by Buyer to authorize the execution, delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, Ancillary Agreements and the consummation of the transactions contemplated herein hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer, and the Ancillary Agreements shall be duly and validly authorized executed and delivered by all necessary corporate action in respect thereof on the part of the Buyer. This Agreement represents a legaland the Ancillary Agreements constitute, validor will constitute, as the case may be, valid and binding obligation obligations of the Buyer, enforceable against it Buyer in accordance with its terms (their respective terms, except in all cases as to the extent that such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement laws now or hereafter in effect relating to creditors’ rights generally, and general principles of creditors' rights generally equity (regardless of whether such enforceability is considered in a proceeding in law or equity) and except that the availability remedy of specific performance, performance and injunctive relief and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought). (bii) Neither the The execution and delivery by Buyer of this Agreement by and the BuyerAncillary Agreements do not, nor and the consummation by the Buyer Parties of the transactions contemplated hereby, nor hereby and thereby and compliance by Buyer with the Buyer Parties with any of the provisions terms hereof and thereof will (i) not, conflict with with, or result in a breach any violation of any provision of any Buyer Party's certificate of incorporation or bylaws, or (ii) constitute or result in a Default default under, or require give rise to a right of termination, cancellation or acceleration of any Consent pursuant toobligation or loss of a benefit under, or result in the creation of any Lien on lien, claim, encumbrance, security interest, option, charge or restriction of any Asset kind upon any of the properties or assets of Buyer under, or require any consent, authorization or approval under any provision of (A) the Articles of Incorporation or By-laws of Buyer, (B) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Buyer is a party or by which any of its subsidiaries under, any Contract properties or Permit of the Buyer or any of its subsidiariesassets are bound, or (iiiC) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreementany judgment, violate order or decree, or any Law statute, law, ordinance, rule or Order regulation applicable to Buyer or its property or assets, other than any such consent, authorization or approval required under the Buyer Parties HSR Act or any of their respective Assetslisted or described on Schedule 3(a)(iii). (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Conflicts. (ai) Subject to required regulatory approvals, the Buyer AHP has the all requisite corporate power and authority necessary to execute, deliver and perform its obligations under enter into this Agreement and to consummate the transactions contemplated hereby, subject, in the case of the issuance of the shares of AHP Common Stock to be issued in the Merger (the "Share Issuance"), to the approval by the stockholders of AHP of the Share Issuance by the Required AHP Vote (as defined in Section 3.1(g)). The execution and delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of AHP, subject in the Buyercase of the Share Issuance, to the approval by the stockholders of AHP of the Share Issuance by the Required AHP Vote. This Agreement represents has been duly executed and delivered by AHP and constitutes a legal, valid, valid and binding obligation agreement of the BuyerAHP, enforceable against it in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement creditors generally or by general equity principles (regardless of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding may be broughtin equity or at law). (bii) Neither The execution and delivery of this Agreement by AHP does not or will not, as the case may be, and the consummation by AHP of the Merger and the other transactions contemplated hereby will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of AHP, any material Subsidiary of AHP or, to the knowledge of AHP, any of its Majority Owned Affiliates, or (B) except as would not reasonably be expected to have a Material Adverse Effect on AHP or, to the knowledge of AHP, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AHP, any Subsidiary of AHP or, to the knowledge of AHP, any of its Majority Owned Affiliates, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity"), is required by or with respect to AHP or any Subsidiary of AHP in connection with the execution and delivery of this Agreement by the Buyer, nor AHP or the consummation by the Buyer Parties of the transactions contemplated hereby, nor compliance by the Buyer Parties with any of the provisions hereof will (i) conflict with or result in a breach of any provision of any Buyer Party's certificate of incorporation or bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to the Buyer Parties or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank of the Mergers Merger and the other transactions contemplated hereby, except for those required under or in this Agreementrelation to (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" law▇ (▇▇▇ "▇▇▇▇ ▇▇▇ Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on AHP. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".

Authority; No Conflicts. (a) Subject to required regulatory and shareholder approvals, the Buyer Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and Subject to required shareholder approval, the execution, delivery of and performance of its the Company's obligations under this Agreement and the other documents contemplated hereby, hereby and the consummation of the transactions contemplated herein herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the BuyerCompany. This Agreement represents a legal, valid, valid and binding obligation of the BuyerCompany, enforceable against it the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Company, there is no fact or condition relating to the Company that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained. (b) Neither the execution and delivery of this Agreement by the BuyerCompany, nor the consummation by the Buyer Parties Company of the transactions contemplated hereby, nor compliance by the Buyer Parties Company with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of any Buyer Partythe Company's certificate articles of incorporation or bylaws, or (ii) constitute or result in a Default underDefault, or require any Consent pursuant toConsent, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries underCompany, under any Contract or Permit of the Buyer or any of its subsidiariesCompany, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement8.1, violate any Law or Order applicable to the Buyer Parties Company or any of their respective its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and Law administered by banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank Company of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Conflicts. (ai) Subject to required regulatory approvals, the Buyer TenthGate has the all requisite corporate power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TenthGate Stock. The execution and delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of TenthGate and no other corporate proceedings on the Buyerpart of TenthGate are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject to the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TenthGate Stock. This Agreement represents has been duly executed and delivered by TenthGate and constitutes a legal, valid, valid and binding obligation agreement of the BuyerTenthGate, enforceable against it TenthGate in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement creditors generally or by general equitable principles (regardless of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding may be broughtin equity or at law). (bii) Neither the execution, delivery and performance by TenthGate of this Agreement nor the consummation of the transactions contemplated hereby (1) violates any provision of the articles of incorporation or bylaws of TenthGate; (2) violates, conflicts with or results in a breach or default under (after the giving of notice or the passage of time or both), permits the termination of, or relieves the other party of its obligations under, any agreement or instrument to which TenthGate is a party or by which it or any of its properties or assets may be bound, or results in the creation of any mortgage, lien, security interest, charge or other encumbrance of any kind upon any of its properties or assets; or (3) violates any laws, regulations or orders of any applicable jurisdiction which are binding on TenthGate. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or authority is required by TenthGate in connection with the execution and delivery of this Agreement by the Buyer, nor or the consummation by the Buyer Parties of the transactions contemplated hereby, nor compliance by the Buyer Parties with any of the provisions hereof will (i) conflict with or result in a breach of any provision of any Buyer Party's certificate of incorporation or bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to the Buyer Parties or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank of the Mergers Merger and the other transactions contemplated in this Agreementhereby, except for those required under (A) Delaware Law, and (B) any applicable state securities or “blue sky” laws.

Authority; No Conflicts. (a) Subject to required regulatory approvals, the Buyer The Company has the full corporate power and authority necessary to executeexecute and deliver this Agreement, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The This Agreement has been approved by the Board of Directors of the Company and the Shareholders, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company and the Shareholders of the transactions contemplated hereby. The execution, delivery and performance of its the Company’s obligations under this Agreement and the other documents contemplated hereby, hereby and the consummation of the transactions contemplated herein herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Shareholders and the BuyerCompany. This Agreement represents a legal, valid, valid and binding obligation of the BuyerCompany and the Shareholders, enforceable against it the Company and the Shareholders in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Company and the Shareholders, there is no fact or condition relating to the Company or the Shareholders that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained. (b) Neither the execution and delivery of this Agreement by the BuyerCompany and the Shareholders, nor the consummation by the Buyer Parties Company and the Shareholders of the transactions contemplated hereby, nor compliance by the Buyer Parties Company and the Shareholders with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of the Company’s articles of incorporation, charter, bylaws or any Buyer Party's certificate of incorporation or bylawsother similar governing document, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer Company or any of its subsidiaries Subsidiaries under, any Contract or Permit of the Buyer Company or any of its subsidiariesSubsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) 8.1 of this Agreement, violate any Law or Order applicable to the Buyer Parties Company or any of its Subsidiaries or any of their respective Assets. (c) Other than Except for the Merger Filing with the Secretary of State of the State of Texas in connection or compliance with the provisions of the Securities Laws and banking Regulatory AuthoritiesMerger, no declaration, filing or registration with, or notice to, filing withor authorization, consent or Consent approval of, any Governmental Authority is necessary for the consummation by the Buyer Company and the Buyer Bank Shareholders of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Conflicts. (ai) Subject to required regulatory approvals, the Buyer AHP has the all requisite corporate power and authority necessary to execute, deliver and perform its obligations under enter into this Agreement and to consummate the transactions contemplated hereby, subject, in the case of the issuance of the shares of AHP Common Stock to be issued in the Merger (the "Share Issuance"), to the approval by the stockholders of AHP of the Share Issuance by the Required AHP Vote (as defined in Section 3.1(g)). The execution and delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of AHP, subject in the Buyercase of the Share Issuance, to the approval by the stockholders of AHP of the Share Issuance by the Required AHP Vote. This Agreement represents has been duly executed and delivered by AHP and constitutes a legal, valid, valid and binding obligation agreement of the BuyerAHP, enforceable against it in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting the enforcement creditors generally or by general equity principles (regardless of creditors' rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding may be broughtin equity or at law). (bii) Neither The execution and delivery of this Agreement by AHP does not or will not, as the case may be, and the consummation by AHP of the Merger and the other transactions contemplated hereby will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the certificate of incorporation or by-laws of AHP, any material Subsidiary of AHP or, to the knowledge of AHP, any of its Majority Owned Affiliates, or (B) except as would not reasonably be expected to have a Material Adverse Effect on AHP or, to the knowledge of AHP, Newco following the Merger, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AHP, any Subsidiary of AHP or, to the knowledge of AHP, any of its Majority Owned Affiliates, or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity"), is required by or with respect to AHP or any Subsidiary of AHP in connection with the execution and delivery of this Agreement by the Buyer, nor AHP or the consummation by the Buyer Parties of the transactions contemplated hereby, nor compliance by the Buyer Parties with any of the provisions hereof will (i) conflict with or result in a breach of any provision of any Buyer Party's certificate of incorporation or bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Buyer or any of its subsidiaries under, any Contract or Permit of the Buyer or any of its subsidiaries, or (iii) subject to obtaining the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to the Buyer Parties or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws and banking Regulatory Authorities, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by the Buyer and the Buyer Bank of the Mergers Merger and the other transactions contemplated hereby, except for those required under or in this Agreementrelation to (A) the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act, (D) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate of Merger, (F) rules and regulations of the NYSE, (G) antitrust or other competition laws of other jurisdictions, and (H) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on AHP. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (G) are hereinafter referred to as "Necessary Consents".