Common use of Purchaser Closing Conditions Clause in Contracts

Purchaser Closing Conditions. The obligation of the Purchaser to purchase the Purchased Shares at the Closing is also subject to the fulfillment or written waiver by the Purchaser at or prior to the Closing of each of the following conditions: (1) The Company shall have performed in all material respects all obligations required to be performed by it at or prior to Closing. (2) The representations and warranties of the Company (i) contained in Section 2.1(a), Section 2.2(a), Section 2.2(b) and Section 2.3 shall be true and correct in all respects at and as of the Closing Date (except for such representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), and (ii) contained in all other subsections of ARTICLE II hereof shall, without giving effect to any materiality or material adverse effect qualifications therein, be true and correct at and as of the Closing Date (except for such representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct as, individually or in the aggregate, would not be material and do not constitute a material adverse effect on the Company and the Bank, taken as a whole. (3) Purchaser shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.3(b)(1) and Section 1.3(b)(2) have been satisfied. (4) Since December 31, 2011, no fact, event, change, condition, development, circumstance or effect shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect. (5) Any regulatory approvals required to consummate the transactions contemplated by this Agreement shall have been made or been obtained and shall be in full force and effect, and all statutory waiting periods in respect thereof shall have expired; provided, however, that (x) no such required regulatory approval shall impose or contain any restraint or condition that would impair in any material respect the benefits to the Purchaser of the transactions contemplated by this Agreement and (y) other than such restrictions as are commonly imposed by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) in its standard passivity commitments, no such required regulatory approval shall impose any restrictions on any activities or otherwise on, require any modification of governance, fee or carried interest arrangements with respect to, or impose any capital or other requirements on, the Purchaser or any of its Affiliates, including any agreement or requirement to maintain or contribute, directly or indirectly, to the capital of WashingtonFirst Bank, a Virginia chartered commercial bank and wholly-owned subsidiary of the Company (the “Bank”), or the Company (each, a “Burdensome Condition”) and, provided, further that, notwithstanding any other provision of this Agreement, the imposition of a Burdensome Condition in connection with any such required regulatory approval shall constitute a denial of such required regulatory approval and such required regulatory approval shall be deemed not received for all purposes in this Agreement, including Section 6.1(d). (6) The Purchaser shall have received the venture capital operating letter, in the form attached hereto as Exhibit B (the “VCOC Letter”), duly executed by the Company. (7) To the extent the Purchase is to receive Non-Voting Stock pursuant to the operation of Section 1.2(b)(2), the Purchaser shall have received a copy of the amendment to the Company’s articles of incorporation establishing the Non-Voting Stock as certified by the Commonwealth of Virginia, which amendment shall authorize the Non-Voting Stock. (8) The Company shall have delivered or caused to have been delivered to the Purchaser the number of the Purchased Shares registered in the name of the Purchaser. (9) The Capital Raise shall have resulted in not less than $20,000,000 in proceeds to the Company.

Purchaser Closing Conditions. The obligation of the Purchaser to purchase the Purchased Shares at the Closing is also subject to the fulfillment or written waiver by the Purchaser at or prior to the Closing of each of the following conditions: (1) The Company shall have performed in all material respects all obligations required to be performed by it at or prior to Closing. (2) The representations and warranties of the Company (i) contained in Section 2.1(a), Section 2.2(a), Section 2.2(b) and Section 2.3 shall be true and correct in all respects at and as of the Closing Date (except for such representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), and (ii) contained in all other subsections of ARTICLE II hereof shall, without giving effect to any materiality or material adverse effect qualifications therein, be true and correct at and as of the Closing Date (except for such representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct as, individually or in the aggregate, would not be material and do not constitute a material adverse effect on the Company and the Bank, taken as a whole. (3) Purchaser shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.3(b)(1) and Section 1.3(b)(2) have been satisfied. (4) Since December 31, 2011, no fact, event, change, condition, development, circumstance or effect shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect. (5) Any regulatory approvals required to consummate the transactions contemplated by this Agreement shall have been made or been obtained and shall be in full force and effect, and all statutory waiting periods in respect thereof shall have expired; provided, however, that (x) no such required regulatory approval shall impose or contain any restraint or condition that would impair in any material respect the benefits to the Purchaser of the transactions contemplated by this Agreement and (y) other than such restrictions as are commonly imposed by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) in its standard passivity commitments, no such required regulatory approval shall impose any restrictions on any activities or otherwise on, require any modification of governance, fee or carried interest arrangements with respect to, or impose any capital or other requirements on, the Purchaser or any of its Affiliates, including any agreement or requirement to maintain or contribute, directly or indirectly, to the capital of WashingtonFirst Bank, a Virginia chartered commercial bank and wholly-owned subsidiary of the Company (the “Bank”), or the Company (each, a “Burdensome Condition”) and, provided, further that, notwithstanding any other provision of this Agreement, the imposition of a Burdensome Condition in connection with any such required regulatory approval shall constitute a denial of such required regulatory approval and such required regulatory approval shall be deemed not received for all purposes in this Agreement, including Section 6.1(d). (6) The Purchaser shall have received a copy of an amendment to the venture capital operating letterCompany’s articles of incorporation, in the form attached hereto as Exhibit B (the “VCOC Letter”)A, duly executed by the Company. (7) To the extent the Purchase is to receive Non-Voting Stock pursuant to the operation of Section 1.2(b)(2), the Purchaser shall have received a copy of the amendment to the Company’s articles of incorporation establishing the Non-Voting Stock as certified by the Commonwealth of Virginia, which amendment shall authorize the Non-Voting Stock. (8) 7) The Company shall have delivered or caused to have been delivered to the Purchaser the number of the Purchased Shares registered in the name of the Purchaser. (9) 8) The Capital Raise shall have resulted in not less than $20,000,000 in proceeds to the Company.