Common use of Corporate Status and Power to Enter Into Agreements Clause in Contracts

Corporate Status and Power to Enter Into Agreements. (a) VCB is a banking corporation, duly organized and validly existing under California law, (b) subject to obtaining the Government Approvals and approval of the principal terms of the Merger by the VCB shareholders, VCB has all necessary corporate power to enter into this Agreement and the Merger Agreement and to carry out all of the terms and provisions hereof and thereof to be carried out by it, (c) VCB holds a currently valid license, issued by the DBO to engage in the commercial banking business in the State of California at the locations at which it is located and currently conducts business, and (d) except as previously disclosed to FNB and FNBNC, VCB is not subject to any directive, resolution, memorandum of understanding or order of the FDIC, the DBO or any other regulatory authority having jurisdiction over its business or any of its assets or properties. Neither the scope of the business of VCB nor the location of its properties requires VCB to be licensed to do business in any jurisdiction other than the State of California. VCB’s deposits are insured by the FDIC to the maximum extent permitted by applicable law and regulation.

Corporate Status and Power to Enter Into Agreements. (a) VCB ACB is a banking corporation, duly organized and validly existing under California law, (b) subject to obtaining the Government Approvals and approval of the principal terms of the Merger by the VCB ACB shareholders, VCB ACB has all necessary corporate power to enter into this Agreement and the Merger Agreement and to carry out all of the terms and provisions hereof and thereof to be carried out by it, (c) VCB ACB holds a currently valid license, issued by the DBO to engage in the commercial banking business in the State of California at the locations at which it is located and currently conducts business, and (d) except as previously disclosed to FNB and FNBNC, VCB ACB is not subject to any directive, resolution, memorandum of understanding or order of the FDIC, the DBO or any other regulatory authority having jurisdiction over its business or any of its assets or properties. Neither the scope of the business of VCB ACB nor the location of its properties requires VCB ACB to be licensed to do business in any jurisdiction other than the State of California. VCBACB’s deposits are insured by the FDIC to the maximum extent permitted by applicable law and regulation. ACB has no subsidiaries.

Corporate Status and Power to Enter Into Agreements. (ai) VCB YCB is a banking corporation, duly organized and validly existing under California lawthe laws of the State of California, (bii) subject to obtaining the Government Approvals and approval of the principal terms of the Merger by the VCB YCB shareholders, VCB YCB has all necessary corporate power to enter into this Agreement and the Agreement of Merger Agreement and to carry out all of the terms and provisions hereof and thereof to be carried out by it, (ciii) VCB YCB holds a currently valid license, issued by the DBO California Commissioner of Banking to engage in the commercial banking business with offices in the State of California at the locations at which it is located licensed and currently conducts business, and (div) except as previously disclosed to FNB and FNBNC, VCB YCB is not subject to any directive, resolution, memorandum of understanding or order of the FDIC, the DBO DFI or any other regulatory authority having jurisdiction over its business or any of its assets or properties. Neither the scope of the business of VCB YCB nor the location of its properties requires VCB it to be licensed to do business in any jurisdiction other than the State of California. VCB’s YCB's deposits are insured by the FDIC to the maximum extent permitted by applicable law and regulation.