Common use of Conditions Precedent to the Reorganization Clause in Contracts

Conditions Precedent to the Reorganization. The Reorganization is subject to and conditioned upon the following: (a) Approval and ratification of this Agreement by the holders of not less than two-thirds of the outstanding shares of Bank and Holding Company as required by applicable law; (b) Receipt of all other approvals and consents, and satisfaction of all other requirements as are prescribed by applicable law in connection with the Reorganization including, but not limited to, approval of the OCC pursuant to 12 U.S.C. 215a-2 and notice to the Board of Governors of the Federal Reserve System pursuant to the Bank Holding Company Act of 1956, as amended and Section 225.17 of Regulation Y promulgated pursuant thereto; (c) Issuance (unless the same is waived by the parties hereto) of a favorable opinion from Vavrinek, Trine, Day & Co., LLP, in form and substance satisfactory to the parties and their counsel, with respect to the tax consequences to the parties and their shareholders resulting from the Reorganization; and (d) Performance by each party hereto of all its obligations under this Agreement. Article VI

Conditions Precedent to the Reorganization. The Reorganization is subject to and conditioned upon the following: (a) Approval and ratification of this Agreement by the holders of not less than two-thirds of the outstanding shares of the Bank and a majority of the outstanding shares of the Holding Company as required by applicable law; (b) Receipt of all other approvals and consents, and satisfaction of all other requirements as are prescribed by applicable law in connection with the Reorganization including, but not limited to, approval of the OCC pursuant to 12 U.S.C. 215a-2 and notice to the Board of Governors of the Federal Reserve System pursuant to the Bank Holding Company Act of 1956, as amended and Section 225.17 of Regulation Y promulgated pursuant theretoamended; (c) Issuance (unless the same is waived by the parties hereto) of a favorable opinion from Vavrinek, Trine, Day & Co., LLP, or such other firm as agreed by the parties hereto, in form and substance satisfactory to the parties and their counsel, with respect to the tax consequences to the parties and their shareholders resulting from the Reorganization; and (d) Performance by each party hereto of all its obligations under this Agreement. Article VI.

Conditions Precedent to the Reorganization. The Reorganization is subject to and conditioned upon the following: (a) Approval and ratification of this Agreement by the holders of not less than two-thirds of the outstanding shares of the Bank and a majority of the outstanding shares of the Holding Company as required by applicable law; (b) Receipt of all other approvals and consents, and satisfaction of all other requirements as are prescribed by applicable law in connection with the Reorganization including, but not limited to, approval of the OCC pursuant to 12 U.S.C. 215a-2 and notice to non-disapproval by the Board of Governors of the Federal Reserve System pursuant to the Bank Holding Company Act of 1956, as amended and Section 225.17 of Regulation Y promulgated pursuant theretoamended; (c) Issuance (unless the same is waived by the parties hereto) of a favorable opinion from Vavrinek, Trine, Day H▇▇▇▇▇▇▇▇▇ & Co.Bloodgood, LLP, or such other firm as agreed by the parties hereto, in form and substance satisfactory to the parties and their counsel, with respect to the tax consequences to the parties and their shareholders resulting from the Reorganization; and (d) Performance by each party hereto of all its obligations under this Agreement. Article VI.