Common use of Authority and Related Matters Clause in Contracts

Authority and Related Matters. Subject only to the approvals of the Shareholders as specified in the immediately following sentence, Eldorado (a) has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the Merger), and (b) has duly authorized the execution and delivery of this EXECUTION VERSION Agreement and the consummation of such transactions (including the Merger) by all necessary corporate action on the part of Eldorado. The only vote of the holders of any class or series of Eldorado's securities necessary to approve this Agreement or the consummation of the Merger is the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon approving the Merger. No other corporate proceedings on the part of Eldorado not heretofore taken are necessary to approve this Agreement or to consummate the Merger. This Agreement has been duly executed and delivered by Eldorado and (assuming due authorization, execution and delivery by CSBI) constitutes the valid and binding obligation of Eldorado, enforceable in accordance with its terms, subject only to Laws regarding bankruptcy, insolvency, reorganization moratorium or otherwise affecting creditors' rights generally, and to the application of general principles of equity (whether considered in a proceeding at law or in equity).

Authority and Related Matters. Subject only to the approvals of the Shareholders holders of the Common Stock as specified in the immediately following sentence, Eldorado the Bank (a) has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the Merger), and (b) has duly authorized the execution and delivery of this EXECUTION VERSION Agreement and the consummation of such transactions (including the Merger) by all necessary corporate action on the part of Eldoradothe Bank (including the unanimous approval by its Board of Directors). The only vote of the holders of any class or series of Eldoradothe Bank's securities necessary to approve this Agreement or the consummation of the Merger is the affirmative vote of the holders of a majority two-thirds of the outstanding shares of Common Stock entitled to vote thereon approving the Merger, and the Board of Directors has directed the officers of the Bank to submit the Merger and this Agreement to the Bank's shareholders for approval at a meeting of such shareholders. No other corporate proceedings on the part of Eldorado the Bank not heretofore taken are necessary to approve this Agreement or to consummate the Merger. This Agreement has been duly executed and delivered by Eldorado the Bank and (assuming due authorization, execution and delivery by CSBIthe Partnership) constitutes the valid and binding obligation of Eldoradothe Bank, enforceable in accordance with its terms, terms subject only to Laws laws regarding bankruptcy, insolvency, reorganization moratorium or otherwise affecting creditors' rights generally, and to the application of general principles of equity (whether considered in a proceeding at in law or in at equity).

Authority and Related Matters. Subject only to the approvals of the Shareholders as specified in the immediately following sentence, Eldorado (a) has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the Merger), and (b) has duly authorized the execution and delivery of this EXECUTION VERSION Agreement and the consummation of such transactions (including the Merger) by all necessary corporate action on the part of Eldorado. The only vote of the holders of any class or series of Eldorado's securities necessary to approve this Agreement or the consummation of the Merger is the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon approving the Merger. No other corporate proceedings on the part of Eldorado not heretofore taken are necessary to approve this Agreement or to consummate the Merger. This Agreement has been duly executed and delivered by Eldorado and (assuming due authorization, execution and delivery by CSBI) constitutes the valid and binding obligation of Eldorado, enforceable in accordance with its terms, subject only to Laws regarding bankruptcy, insolvency, reorganization moratorium or otherwise affecting creditors' rights generally, and to the application of general principles of equity (whether considered in a proceeding at law or in equity).