Common use of CONDITIONS PRECEDENT TO THE MERGER Clause in Contracts

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the Merger is subject to and conditioned upon the following: (a) Approval, ratification and confirmation of this Agreement and the Merger Agreement by the shareholders of the Bank in accordance with applicable provisions of law; (b) Procuring all other consents and approvals and satisfying all other requirements, prescribed by law or otherwise, which are necessary for the Merger to be consummated, including without limitation: (i) approval from the Federal Deposit Insurance Corporation, the Commissioner of Financial Institutions of the State of California, and the Board of Governors of the Federal Reserve System; and (ii) approval (if required) of the California Commissioner of Corporations under the California Corporate Securities Law of 1968, and securities administrators of other applicable jurisdictions, with respect to the securities of the Holding Company issuable upon consummation of the Merger; (c) Receipt and continued effectiveness at the Effective Time (unless waived by each of the parties hereto) of an opinion of counsel and/or accountants to the effect that neither the Merger nor the Exchange nor any of the other transactions contemplated hereby or by the Merger Agreement will result in any taxable gain or loss for the parties hereto or the shareholders of the Bank; (d) Procuring all consents or approvals, governmental or otherwise, which in the opinion of counsel for the Bank are or may be necessary to permit or to enable the Bank to conduct, upon and after the Merger, all or any part of the businesses and other activities that the Bank engages in immediately prior to the Merger, in the same manner and to the same extent that the Bank engaged in such businesses and other activities immediately prior to the Merger; and (e) Performance by each of the parties hereto, in all material respects, of all of their respective obligations under this Agreement and the Merger Agreement which are to be performed prior to the consummation of the Merger.

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the Merger merger described herein is subject to and conditioned upon the following: (a) Approval, ratification Ratification and confirmation of this Agreement and the Merger Agreement by the shareholders of the Holding Company, the Subsidiary and the Bank in accordance with applicable provisions of law; (b) Procuring all other consents and approvals and satisfying all other requirements, prescribed by law or otherwise, which are necessary for the Merger merger described herein to be consummated, including without limitation: (i) approval from the Federal Deposit Insurance Corporation, the Commissioner Superintendent of Financial Institutions Banks of the State of California, and the Board of Governors of the Federal Reserve System; and (ii) approval (if required) of the California Commissioner of Corporations under the California Corporate Securities Law of 1968, and securities administrators of other applicable jurisdictions, with respect to the securities of the Holding Company issuable upon consummation of the Mergermerger, and (iii) the declaration by the Securities and Exchange Commission of the effectiveness of a registration statement under the Securities Act of 1933 with respect to the securities for the Holding Company issuable upon consummation of the merger or the automatic effectiveness for such registration statement; (c) Receipt and continued effectiveness at the Effective Time (unless waived by each of the parties hereto) of an opinion of counsel and/or accountants with respect to the effect that neither the Merger nor the Exchange nor any of the other transactions contemplated hereby or by the Merger Agreement will result in any taxable gain or loss for tax consequences to the parties hereto or the and their shareholders of the Bankmerger described herein; (d) Procuring all consents or approvals, governmental or otherwise, which in the opinion of counsel for the Bank are or may be necessary to permit or to enable the Bank to conduct, upon and after the Mergermerger described herein, all or any part of the businesses and other activities that the Bank engages in immediately prior to the Mergersuch merger, in the same manner and to the same extent that the Bank engaged in such businesses and other activities immediately prior to the Mergersuch merger; and (e) Performance by each of the parties hereto, in all material respects, hereto of all of their respective obligations under this Agreement and the Merger Agreement which are to be performed prior to the consummation of the Mergermerger described herein.

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the Merger is subject to and conditioned upon the following: (a) Approval, ratification Ratification and confirmation of this Agreement and the Merger Agreement by the shareholders of CCB and Capital Co. to the Bank extent required by, and in accordance with with, applicable provisions of law; (b) Procuring all other consents and approvals and satisfying all other requirements, prescribed by law or otherwise, which are necessary for the Merger to be consummated, including without limitation: (i) approval from the Federal Deposit Insurance Corporation, the Commissioner of Financial Institutions of the State of CaliforniaCalifornia pursuant to Section 700 et seq. of the California Financial Code, and if required, approval from the Board of Governors of the Federal Reserve System; and (ii) approval (System under the Bank Holding Act of 1956, approval, if required) of , and from the California Commissioner of Corporations under the California Corporate Securities Law of 1968, and securities administrators of other applicable jurisdictionsas amended, with respect to the securities of the Holding Company CCB issuable upon consummation of the Merger, if required; (c) Receipt and continued effectiveness at the Effective Time There shall have been received (unless waived by each of the parties hereto) of an opinion in form and substance satisfactory to each of counsel and/or accountants to the effect that neither the Merger nor the Exchange nor any of the other transactions contemplated hereby or by the Merger Agreement will result in any taxable gain or loss for the parties hereto or and their counsel, with respect to the tax consequences to the parties and their shareholders of the BankMerger; (d) Procuring all consents or approvals, governmental or otherwise, which in the opinion of counsel for the Bank CCB and Capital Co., are or may be necessary to permit or to enable the Bank Surviving Corporation to conduct, upon and after the Merger, all or any part of the businesses and other activities that the Bank CCB or Capital Co. engages in immediately prior to the Merger, in the same manner and to the same extent that the Bank CCB or Capital Co. engaged in such businesses and other activities immediately prior to the Merger; and (e) Performance by each of the parties hereto, in all material respects, hereto of all of their respective obligations under this Agreement and the Merger Agreement which are to be performed prior to the consummation of the Merger.

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the Merger merger described herein is subject to and conditioned upon the following: (a) Approval, ratification Ratification and confirmation of this Agreement and the Merger Agreement by the shareholders of the Holding Company, the Subsidiary and the Bank in accordance with applicable provisions of law; (b) Procuring all other consents and approvals and satisfying all other requirements, prescribed by law or otherwise, which are necessary for the Merger merger described herein to be consummated, including without limitation: (i) approval from the Federal Deposit Insurance Corporation, the Commissioner Superintendent of Financial Institutions Banks of the State of California, and the Board of Governors of the Federal Reserve System; and (ii) approval (if required) of the California Commissioner of Corporations under the California Corporate Securities Law of 1968, and securities administrators of other applicable jurisdictions, with respect to the securities of the Holding Company issuable upon consummation of the Mergermerger, and (iii) the declaration by the Securities and Exchange Commission of the effectiveness of a registration statement under the Securities Act of 1933 with respect to the securities of the Holding Company issuable upon consummation of the merger or the automatic effectiveness of such registration statement; (c) Receipt and continued effectiveness at the Effective Time (unless waived by each of the parties hereto) of an opinion of counsel and/or accountants with respect to the effect that neither the Merger nor the Exchange nor any of the other transactions contemplated hereby or by the Merger Agreement will result in any taxable gain or loss for tax consequences to the parties hereto or the and their shareholders of the Bankmerger described herein; (d) Procuring all consents or approvals, governmental or otherwise, which in the opinion of counsel for the Bank are or may be necessary to permit or to enable the Bank to conduct, upon and after the Mergermerger described herein, all or any part of the businesses and other activities that the Bank engages in immediately prior to the Mergersuch merger, in the same manner and to the same extent that the Bank engaged in such businesses and other activities immediately prior to the Mergersuch merger; and (e) Performance by each of the parties hereto, in all material respects, hereto of all of their respective obligations under this Agreement and the Merger Agreement which are to be performed prior to the consummation of the Mergermerger described herein.

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the Merger merger described herein is subject to and conditioned upon satisfaction of the followingfollowing conditions: (a) Approval, ratification Ratification and confirmation of this Agreement and the Merger Agreement by the shareholders respective stockholders of the Bank Bank, Merger Co. and Company, in accordance with the applicable provisions of law; (b) Procuring Obtaining all other consents and approvals approvals, on terms and conditions satisfactory to each of the parties hereto, and satisfying all other requirements, prescribed by law or otherwise, which are necessary for the Merger merger described herein to be consummated, including without limitation: (i) approval approvals from the Federal Deposit Insurance Corporation, the Commissioner of Financial Institutions of the State of California, and the Board of Governors of the Federal Reserve System; and (ii) System under the Bank Holding Company Act of 1956, approval (if required) of from the California Commissioner of Corporations under the California Corporate Securities Law of 19681968 and authorizations, and securities administrators of other to the extent necessary under applicable jurisdictions, blue sky laws with respect to the securities of the Holding Company issued upon consummation of the merger, and the declaration as effective by the Securities and Exchange Commission of a registration statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the securities of the Company issuable upon consummation of the Merger;merger, (c) Receipt and continued effectiveness at the Effective Time Issuance (unless waived by each of the parties hereto) of an opinion of counsel and/or accountants to a favorable ruling by the effect that neither the Merger nor the Exchange nor any Internal Revenue Service of the other transactions contemplated hereby or by United States Department of the Merger Agreement will result Treasury, in any taxable gain or loss for form and substance satisfactory to each of the parties hereto or and their counsel, with respect to the shareholders tax consequences to the parties and their stockholders of the Bankmerger described herein; (d) Procuring all other consents or approvals, governmental or otherwise, which in the opinion of counsel for the Bank are or may be necessary to permit or to enable the Bank Surviving Corporation to conduct, upon and after the Mergermerger described herein, all or any part of the businesses business and other activities that the in which Bank engages in immediately prior will be engaged up to the Mergertime of such merger, in the same manner and to the same extent that the Bank engaged engages in such businesses and other activities immediately prior to such merger; (e) Bank obtaining for Company prior to the MergerEffective Date, a letter, in form and substance satisfactory to legal counsel for Company, signed by each person who is an "affiliate" of Bank for purposes of Rule 145 promulgated under the Securities Act, to the effect that (i) such person will not dispose of any shares of Company Common Stock to be received in the merger, in violation of the Securities Act or the rules and regulations promulgated thereunder, an in any event such person will not dispose of such shares prior to such time as financial results covering at least thirty days of post-merger combined operations have been published, and (ii) such person consents to the placing of a legend on the certificate(s) evidencing such shares, restricting transfer of such shares and referring to the issuance of such shares in a transaction in which Rule 145 applies and to the giving of stop-transfer instructions to Company's transfer agent(s) with respect to such certificate(s); and (ef) Performance by each of the parties hereto, in all material respects, hereto of all of their respective obligations under this Agreement and the Merger Agreement which are to be performed prior to the consummation of the Mergermerger described herein.