Common use of Approvals; Authority Clause in Contracts

Approvals; Authority. (a) The Board of Directors of Parent has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Parent are needed to execute and deliver this Agreement or to consummate the Merger. This Agreement has been authorized, duly executed and delivered by Parent and is a legal, valid and binding agreement of Parent enforceable against Parent in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (b) The Board of Directors of Merger Sub has approved this Agreement and the matters contemplated herein. Parent, in its capacity as the sole shareholder of Merger Sub, has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Merger Sub are needed to execute and deliver this Agreement or to consummate the Merger. This Agreement has been duly authorized, executed and delivered by Merger Sub and is a legal, valid and binding agreement of Merger Sub enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (c) At the Closing, all other agreements, documents and instruments to be executed and delivered by Parent or Merger Sub that are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.

Approvals; Authority. (a) Mainland Bank has the requisite corporate power and authority to execute and deliver this Agreement (and any related documents), and subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations hereunder and thereunder. The Board execution and delivery of Directors of Parent has approved this Agreement and the matters consummation of the transactions contemplated hereinhereby, including the Merger, have been duly and validly approved and authorized by the board of directors of Mainland Bank. No The board of directors of Mainland Bank has determined, through valid corporate action approved by at least a majority of its members, that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Mainland Bank and its shareholders, has resolved to recommend to Mainland Bank’s shareholders the approval of this Agreement and the transactions contemplated hereby, and has directed that the Agreement be submitted to Mainland Bank’s shareholders for approval and adoption. Except for the approval, in accordance with applicable law and the Organizational Documents of Mainland Bank, of the shareholders of Mainland Bank (the “Requisite Shareholder Approval”), and the filing of a certificate of merger relating to the Merger with and acceptance for record of such certificate by the OFI and the TDB, no further actions or corporate proceedings on the part of Parent Mainland Bank are needed necessary to execute and deliver this Agreement or the related documents and to consummate the transactions contemplated hereby, including the Merger. . (b) This Agreement has been authorized, duly executed and delivered by Parent Mainland Bank. Assuming the due authorization, execution and delivery by Investar and Investar Bank, this Agreement is a legalduly authorized, valid and valid, legally binding agreement of Parent Mainland Bank enforceable against Parent Mainland Bank in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or other similar laws relating to law affecting creditors’ rights and remedies generally and general equitable principles, including principles of commercial reasonableness, good faith and fair dealing (collectively, the “Bankruptcy Exception”). (b) The Board of Directors of Merger Sub has approved this Agreement and the matters contemplated herein. Parent, in its capacity as the sole shareholder of Merger Sub, has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Merger Sub are needed to execute and deliver this Agreement or to consummate the Merger. This Agreement has been duly authorized, executed and delivered by Merger Sub and is a legal, valid and binding agreement of Merger Sub enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (c) At the Closing, all other agreements, documents and instruments to be executed and delivered by Parent or Merger Sub that are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.

Approvals; Authority. (a) The Board of Directors (or a duly authorized committee of Parent the Board of Directors) of FBC has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Parent FBC are needed to execute and deliver this Agreement or to and consummate the MergerConsolidation. This Agreement has been authorized, duly executed and delivered by Parent FBC and is a legal, valid and binding agreement of Parent FBC enforceable against Parent FBC in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (b) The Board of Directors of Merger Sub Franklin has approved this the Bank Merger Agreement and the matters contemplated hereinthereby. ParentFranklin has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby. Other than approval by FBC Holdings, LLC in its capacity as the sole shareholder of Merger SubFranklin, has approved this Agreement and the matters contemplated herein. No no further corporate proceedings of Merger Sub Franklin are needed to execute and deliver this the Bank Merger Agreement or to and consummate the Bank Merger. This Agreement has been duly authorized, executed and delivered by Merger Sub and is a legal, valid and binding agreement of Merger Sub enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (c) At the Closing, all other agreements, documents and instruments to be executed and delivered by Parent FBC, the Interim Bank or Merger Sub that Franklin which are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.