Common use of AUTHORITY APPROVALS Clause in Contracts

AUTHORITY APPROVALS. (a) Xxxxxxx has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxxx and, assuming due authorization, execution and delivery by BFST, is a duly authorized, valid, legally binding agreement of Oakwood enforceable against Oakwood 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 execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of Oakwood. The board of directors of Oakwood has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood and its shareholders, (ii) directed that this Agreement be submitted to Xxxxxxx’s shareholders for approval and adoption, and (iii) resolved to recommend to Oakwood’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein), no further corporate proceedings on the part of Oakwood are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) of the Oakwood Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law (collectively, the “Oakwood Regulatory Approvals”). Other than federal and state securities laws and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood of this Agreement (and the related documents to which it is a party or the consummation by Oakwood of the transactions contemplated hereby or thereby), or (ii) Oakwood Bank of the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby).

AUTHORITY APPROVALS. (a) Xxxxxxx BFST has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxxx and, assuming due authorization, execution BFST and delivery by BFST, is a duly authorized, valid, legally binding agreement of Oakwood BFST enforceable against Oakwood BFST 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 execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of OakwoodBFST. The board of directors of Oakwood has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood and its shareholders, (ii) directed that this Agreement be submitted to Xxxxxxx’s shareholders for approval and adoption, and (iii) resolved to recommend to Oakwood’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein), no No further corporate proceedings on the part of Oakwood BFST are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c4.3(c) of the Oakwood BFST Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood BFST or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law Merger (collectively, the “BFST Regulatory Approvals” and together with the Oakwood Regulatory Approvals, the “Regulatory Approvals”). Other than the federal and state securities laws filings, including the Registration Statement on Form S-4, to be filed with the SEC under the Securities Act (the “Registration Statement”), and the Oakwood BFST Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood BFST of this Agreement (and the related documents to which it is a party or the consummation by Oakwood of the transactions contemplated hereby or thereby)Agreement, or (ii) Oakwood Bank b1BANK of the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby)Agreement.

AUTHORITY APPROVALS. (ai) Xxxxxxx The Company has the requisite full corporate power and authority to execute and deliver enter into this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder approval of the stockholders of the Company if required by the DGCL (the "Company Stockholder Approval"), perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. This Agreement has been approved by the Board of Directors of the Company, and therebyno other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholder Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxxx the Company, and, assuming the due authorization, execution and delivery hereof by BFSTParent and Merger Sub, is constitutes a duly authorized, valid, valid and legally binding agreement of Oakwood the Company, enforceable against Oakwood the Company in accordance with its terms, except that such enforcement may be subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and (ii) general equitable principles. (bii) The execution Board of Directors of the Company, at a meeting duly called and delivery held, duly and unanimously, by all those present, adopted resolutions that are still in full force and effect as of the date hereof, (i) approving and declaring advisable the Offer, the Merger, this Agreement and the consummation transactions contemplated hereby, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and consummate the Offer and the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) recommending that the Company's stockholders accept the Offer, tender their shares pursuant to the Offer and adopt this Agreement (if required by applicable law), (iv) approving the acquisition of the shares of the Company Common Stock by Merger Sub pursuant to the Offer and the other transactions contemplated hereby have been duly, validly by this Agreement and unanimously approved by the board of directors of Oakwood. The board of directors of Oakwood has (iv) determined that exempting this Agreement and the transactions contemplated hereby are advisable and in from the best interests restrictions of Oakwood and its shareholders, (ii) directed that this Agreement be submitted to Xxxxxxx’s shareholders for approval and adoption, and (iii) resolved to recommend to Oakwood’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein), no further corporate proceedings on the part of Oakwood are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) 203 of the Oakwood Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law (collectively, the “Oakwood Regulatory Approvals”). Other than federal and state securities laws and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood of this Agreement (and the related documents to which it is a party or the consummation by Oakwood of the transactions contemplated hereby or thereby), or (ii) Oakwood Bank of the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby)DGCL.

AUTHORITY APPROVALS. (a) Xxxxxxx has the requisite corporate power The execution, delivery and authority to execute and deliver performance of this Agreement by the Company and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, perform its obligations hereunder and thereunder and to consummate consummation of the transactions contemplated hereby are within its corporate powers and therebyauthority and have been duly and validly authorized by all necessary corporate action on the part of the Company, including the consent of the Harvest Funds (as defined in the Stockholders Agreement) and the Investcorp Investors (as defined in the Stockholders Agreement) to the Merger pursuant to Section 2.1(f) of the Stockholders Agreement and the receipt of a Special Board Approval (as defined in the Stockholders Agreement) with respect to the Merger pursuant to Section 4.3 of the Stockholders Agreement (other than the approval of the Merger and adoption of this Agreement by the requisite vote of the Company’s stockholders, and the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by Xxxxxxx andthe Company, and (assuming due authorization, execution and delivery by BFSTBuyer, is a duly authorizedIntermediate and Merger Sub) constitutes the valid and binding obligation of the Company, valid, legally binding agreement of Oakwood enforceable against Oakwood the Company in accordance with its terms, subject to the effect of except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar laws of general applicability relating to creditors’ or affecting creditor’s rights generally and by the application of general equitable principlesprinciples of equity. (b) The execution and delivery Board of this Agreement and the consummation Directors of the transactions contemplated hereby have been duly, validly and Company has unanimously approved by the board of directors of Oakwood. The board of directors of Oakwood has (i) determined that this Agreement and the transactions contemplated hereby are advisable is fair to, and in the best interests of Oakwood of, the Company and its shareholdersstockholders, (ii) directed that approved and declared advisable this Agreement be submitted to Xxxxxxx’s shareholders for approval and adoption, and (iii) resolved to recommend to Oakwoodthat the Company’s shareholders that they approve this Agreement and the transactions contemplated by stockholders adopt this Agreement. Except for , and, as of the Oakwood Shareholder Approval (as defined herein)date hereof, no further corporate proceedings on none of the part aforesaid actions by the Board of Oakwood are necessary for Oakwood to execute and deliver this Agreement Directors of the Company has been amended, rescinded or the related documents to which it is a party and to consummate the transactions contemplated hereby or therebymodified. (c) Section 3.3(c) The affirmative vote of the Oakwood Disclosure Schedules lists all governmental holders of a majority of outstanding shares of Voting Preferred Stock, Voting Class A Common Stock and Voting Class B Common Stock, voting together as a single class, is the only vote of the holders of any other consentsclass or series of the Company’s capital stock necessary to adopt this Agreement. (d) No antitakeover or similar statute is applicable to the Merger, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood this Agreement or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law (collectively, the “Oakwood Regulatory Approvals”). Other than federal and state securities laws and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood of this Agreement (and the related documents to which it is a party or the consummation by Oakwood of the transactions contemplated hereby or thereby), or (ii) Oakwood Bank of the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby)hereby.

AUTHORITY APPROVALS. (a) Xxxxxxx Spirit has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxxx and, assuming due authorization, execution Spirit and delivery by BFST, is a duly authorized, valid, legally binding agreement of Oakwood Spirit enforceable against Oakwood Spirit 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 execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of OakwoodSpirit. The board of directors of Oakwood has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood and its shareholders, (ii) directed that this Agreement be submitted to Xxxxxxx’s shareholders for approval and adoption, and (iii) resolved to recommend to Oakwood’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein), no No further corporate proceedings on the part of Oakwood Spirit are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c4.3(c) of the Oakwood Spirit Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood Spirit or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law Merger (collectively, the “Oakwood Spirit Regulatory Approvals” and together with the Beeville Regulatory Approvals, the “Regulatory Approvals”). Other than the federal and state securities laws filings, including the Registration Statement on Form S-4, to be filed with the SEC under the Securities Act (the “Registration Statement”), and the Oakwood Spirit Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood Spirit of this Agreement (and the related documents to which it is a party or the consummation by Oakwood of the transactions contemplated hereby or thereby)Agreement, or (ii) Oakwood Spirit Bank of the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby)Agreement.

AUTHORITY APPROVALS. (a) Xxxxxxx STXB has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxxx and, assuming due authorization, execution STXB and delivery by BFST, is a duly authorized, valid, legally binding agreement of Oakwood STXB enforceable against Oakwood STXB 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 execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of OakwoodSTXB. The board of directors of Oakwood has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood and its shareholders, (ii) directed that this Agreement be submitted to Xxxxxxx’s shareholders for approval and adoption, and (iii) resolved to recommend to Oakwood’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein), no No further corporate proceedings on the part of Oakwood STXB are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c4.3(c) of the Oakwood STXB Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood STXB or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger, the Second Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law Merger (collectively, the “Oakwood STXB Regulatory Approvals” and together with the CBI Regulatory Approvals, the “Regulatory Approvals”). Other than the federal and state securities laws filings, and the Oakwood STXB Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood STXB of this Agreement (and the related documents to which it is a party or the consummation by Oakwood of the transactions contemplated hereby or thereby)Second Merger Agreement, or (ii) Oakwood Bank SOTB of the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby)Agreement.

AUTHORITY APPROVALS. (a) Xxxxxxx a. MF REIT has the requisite full corporate power and authority to consummate the Self-Management Closing and execute and deliver this each Ancillary Agreement and any related documents to which it MF REIT is or will become a party. No provision of Law applicable to MF REIT or the MF REIT Organizational Documents requires approval by the stockholders of MF REIT of the Ancillary Agreements to which MF REIT is or will become a party andor the Transactions. The execution and delivery by MF REIT of this Letter and each Ancillary Agreement to which MF REIT is or will become a party, subject to and the Oakwood Shareholder ApprovalTransactions, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has have been duly authorized by all necessary corporate action and no other proceedings on the part of MF REIT are necessary to authorize the execution and delivery of this Letter, the Ancillary Agreements, and the consummation of the Transactions. Each of the Modification Agreement, this Letter, and each Ancillary Agreement to which MF REIT is or will become a party, have been, or when executed and delivered by Xxxxxxx MF REIT will be, as applicable, duly and validly executed and delivered by MF REIT and, assuming the due authorization, execution and delivery hereof and thereof by BFSTthe other parties hereto or thereto, is constitutes or will constitute, as applicable, a duly authorizedlegal, valid, legally valid and binding agreement of Oakwood MF REIT, enforceable against Oakwood MF REIT in accordance with its terms, except that such enforcement may be subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors’ rights generally generally, and (ii) general equitable principles. (b) b. REIT TRS has full limited liability company power and authority to consummate the Self-Management Closing and execute and deliver each Ancillary Closing Document to be executed or delivered by REIT TRS. The execution and delivery by REIT TRS of this Letter and each Ancillary Agreement to which REIT TRS is or will become a party, and the Transactions, have been duly authorized by all necessary corporate action and no other proceedings on the part of REIT TRS are necessary to authorize the execution and delivery of this Agreement Letter, the Ancillary Agreements, and the consummation of the transactions contemplated hereby Transactions. Each of the Modification Agreement, this Letter, and each Ancillary Agreement to which REIT TRS is or will become a party, have been dulybeen, or when executed and delivered by REIT TRS will be, as applicable, duly and validly executed and unanimously approved delivered by REIT TRS and, assuming the due authorization, execution and delivery hereof and thereof by the board other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of directors of Oakwood. The board of directors of Oakwood has REIT TRS, enforceable against REIT TRS in accordance with its terms, except that such enforcement may be subject to (i) determined that this Agreement bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and the transactions contemplated hereby are advisable and in the best interests of Oakwood and its shareholders, (ii) directed that this Agreement be submitted to Xxxxxxx’s shareholders for approval and adoption, and (iii) resolved to recommend to Oakwood’s shareholders that they approve this Agreement and general equitable principles. c. To the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein)Knowledge of MF REIT, no further corporate proceedings declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or any other Person is required to be made, obtained or given by or on behalf of MF REIT, MF OP, REIT TRS, or their respective Affiliates the part absence of Oakwood are necessary for Oakwood to execute and deliver this which would prevent the consummation by MF REIT, MF OP, REIT TRS, or their respective Affiliates of the Transactions, or the performance by any of MF REIT, MF OP, REIT TRS or their respective Affiliates of its obligations under the Modification Agreement or the related documents Ancillary Agreements to which it such Person is or will become a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) of the Oakwood Disclosure Schedules lists all governmental and party, other than any other consentssuch declarations, approvalsfilings, registrations, notices, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law (collectively, the “Oakwood Regulatory Approvals”). Other than federal and state securities laws and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with obtained prior to the execution and delivery by (i) Oakwood of this Agreement (and the related documents to which it is a party or the consummation by Oakwood of the transactions contemplated hereby or thereby), or (ii) Oakwood Bank of the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby)date hereof.

AUTHORITY APPROVALS. (a) Xxxxxxx Comanche has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxxx and, assuming due authorization, execution Comanche and delivery by BFST, is a duly authorized, valid, legally binding agreement of Oakwood Comanche enforceable against Oakwood Comanche 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 execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of OakwoodComanche. The board of directors of Oakwood Comanche has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood Comanche and its shareholders, (ii) directed that this Agreement be submitted to XxxxxxxComanche’s shareholders for approval and adoption, adoption and (iii) resolved to recommend to OakwoodComanche’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein)approval of the shareholders of Comanche, no further corporate proceedings on the part of Oakwood Comanche are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) of the Oakwood Comanche Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood Comanche or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger, the Second Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law Merger (collectively, the “Oakwood Regulatory Approvals”). Other than federal and state securities laws and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood Comanche of this Agreement (and the related documents to which it is a party or the consummation by Oakwood Comanche of the transactions contemplated hereby or thereby), (ii) CNC Delaware of the Second Merger Agreement, or (iiiii) Oakwood Comanche Bank of the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby)Agreement.

AUTHORITY APPROVALS. (a) Xxxxxxx Spirit has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxxx and, assuming due authorization, execution Spirit and delivery by BFST, is a duly authorized, valid, legally binding agreement of Oakwood Spirit enforceable against Oakwood Spirit 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 execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of OakwoodSpirit. The board of directors of Oakwood Spirit has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood Spirit and its shareholders, (ii) directed that this Agreement be submitted to XxxxxxxSpirit’s shareholders for approval and adoption, and (iii) resolved to recommend to OakwoodSpirit’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval approval of the issuance of shares of Spirit Common Stock in the Merger by a majority of the votes cast at the Spirit Shareholders Meeting (as defined herein), no further corporate proceedings on the part of Oakwood Spirit are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) of the Oakwood Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law (collectively, the “Oakwood Regulatory Approvals”). Other than the federal and state securities laws filings, including the Registration Statement on Form S-4, to be filed with the SEC under the Securities Act (the “Registration Statement”), and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood Spirit of this Agreement (Agreement, the Second Merger Agreement, and the related documents to which it is a party or the consummation by Oakwood Spirit of the transactions contemplated hereby or thereby), thereby or (ii) Oakwood Spirit Bank of the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby)Agreement.

AUTHORITY APPROVALS. (a) Xxxxxxx The Company has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxxx and, assuming due authorization, execution the Company and delivery by BFST, is a duly authorized, valid, legally binding agreement of Oakwood the Company enforceable against Oakwood the Company 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 execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of Oakwoodthe Company. The board of directors of Oakwood the Company has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood the Company and its shareholders, (ii) directed that this Agreement be submitted to Xxxxxxxthe Company’s shareholders for approval and adoption, adoption and (iii) resolved to recommend to Oakwoodthe Company’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein)approval of the shareholders of the Company, no further corporate proceedings on the part of Oakwood the Company are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) of the Oakwood Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood the Company or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law Merger (collectively, the “Oakwood Regulatory Approvals”). Other than federal and state securities laws and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood the Company of this Agreement (and the related documents to which it is a party or the consummation by Oakwood the Company of the transactions contemplated hereby or thereby), or (ii) Oakwood the Bank of the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby)Agreement.

AUTHORITY APPROVALS. (a) Xxxxxxx Allegiance has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxxx and, assuming due authorization, execution Allegiance and delivery by BFST, is a duly authorized, valid, legally binding agreement of Oakwood Allegiance enforceable against Oakwood Allegiance 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 execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of OakwoodAllegiance. The board of directors of Oakwood Allegiance has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood Allegiance and its shareholders, (ii) directed that this Agreement be submitted to XxxxxxxAllegiance’s shareholders for approval and adoption, and (iii) resolved to recommend to OakwoodAllegiance’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein)approval of the shareholders of Allegiance, no further corporate proceedings on the part of Oakwood Allegiance are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) of the Oakwood Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law (collectively, the “Oakwood Regulatory Approvals”). Other than the federal and state securities laws and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood Allegiance of this Agreement (and the related documents to which it is a party or the consummation by Oakwood Allegiance of the transactions contemplated hereby or thereby), or (ii) Oakwood Allegiance Bank of the agreement pursuant to which the Bank Merger Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx of the transactions contemplated hereby or thereby)shall occur.

AUTHORITY APPROVALS. (a) Xxxxxxx REIT I has the requisite full corporate power and authority to execute and deliver enter into this Agreement and any related documents the Ancillary Agreements to which it is a party and, subject to the Oakwood Shareholder Approval, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. No provision of Law applicable to REIT I or the REIT I Organizational Documents requires approval by the stockholders of REIT I of any of this Agreement, the Ancillary Agreements, or the Transactions. The execution and therebydelivery by REIT I of this Agreement and each Ancillary Agreement to which it is a party, and the consummation by REIT I of the Transactions, have been duly authorized by all necessary corporate action and no other proceedings on the part of REIT I are necessary to authorize the execution and delivery of this Agreement and such Ancillary Agreements and the consummation of the Transactions, except for filing the Articles Supplementary with SDAT. This Agreement has been been, and each Ancillary Agreement to which REIT I is a party when executed and delivered will be, duly and validly executed and delivered by Xxxxxxx REIT I and, assuming the due authorization, execution and delivery hereof and thereof by BFSTthe other parties hereto or thereto, is constitutes or will constitute, as applicable, a duly authorizedlegal, valid, legally valid and binding agreement of Oakwood REIT I, enforceable against Oakwood REIT I in accordance with its terms, except that such enforcement may be subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors’ rights generally generally, and (ii) general equitable principles. (b) The execution BH OP has full partnership power and delivery of this Agreement and authority to enter into the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of Oakwood. The board of directors of Oakwood has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood and its shareholders, (ii) directed that this Agreement be submitted to Xxxxxxx’s shareholders for approval and adoption, and (iii) resolved to recommend to Oakwood’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein), no further corporate proceedings on the part of Oakwood are necessary for Oakwood to execute and deliver this Agreement or the related documents Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby Transactions. No provision of Law applicable to BH OP or thereby. (c) Section 3.3(c) the partnership agreement of BH OP requires approval by the limited partners of BH OP of the Oakwood Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law (collectively, the “Oakwood Regulatory Approvals”). Other than federal and state securities laws and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood of this Agreement (and the related documents Ancillary Agreements to which it is a party or the consummation Transactions. The execution and delivery by Oakwood BH OP of the transactions contemplated hereby or thereby), or (ii) Oakwood Bank of the Bank Merger each Ancillary Agreement (and the related documents to which it is a party, and the consummation by BH OP of the Transactions, to the extent applicable to BH OP, have been duly authorized by all necessary partnership action and no other proceedings on the part of BH OP are necessary to authorize the execution and delivery of such Ancillary Agreements and the consummation of the applicable Transactions. Each Ancillary Agreement to which BH OP is a party when executed and delivered will be duly and validly executed and delivered by BH OP and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of BH OP, enforceable against BH OP in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles. (c) To the Knowledge of REIT I, except for the filing by REIT I of the Articles Supplementary, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is required to be made, obtained or given by or on behalf of REIT I or BH OP the absence of which would prevent the consummation by REIT I or BH OP of the Transactions, or the performance by REIT I of its obligations under this Agreement and the Ancillary Agreements to which it is party or the consummation performance by Xxxxxxx BH OP of the transactions contemplated hereby or thereby)its obligations under each Ancillary Agreement to which it is a party.

AUTHORITY APPROVALS. (a) Xxxxxxx MF REIT has the requisite full corporate power and authority to execute and deliver enter into this Agreement and any related documents each Ancillary Agreement to which it is or may become a party andparty, subject to the Oakwood Shareholder Approval, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. No provision of Law applicable to MF REIT or the MF REIT Organizational Documents requires approval by the stockholders of MF REIT of any of this Agreement, the Ancillary Agreements, or the Transactions. The execution and therebydelivery by MF REIT of this Agreement and each Ancillary Agreement to which it is or may become a party, and the consummation by MF REIT of the Transactions, have been duly authorized by all necessary corporate action and no other proceedings on the part of MF REIT are necessary to authorize the execution and delivery of this Agreement and such Ancillary Agreements and the consummation of the Transactions, except for filing the Articles Supplementary with SDAT. This Agreement has been been, and each Ancillary Agreement to which MF REIT is or may become a party when executed and delivered will be, duly and validly executed and delivered by Xxxxxxx MF REIT and, assuming the due authorization, execution and delivery hereof and thereof by BFSTthe other parties hereto or thereto, is constitutes or will constitute, as applicable, a duly authorizedlegal, valid, legally valid and binding agreement of Oakwood MF REIT, enforceable against Oakwood MF REIT in accordance with its terms, except that such enforcement may be subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. (b) The execution MF OP has full partnership power and delivery of authority to enter into this Agreement and each Ancillary Agreement to which it is or may become a party, and to consummate the consummation Transactions. No provision of Law applicable to MF OP or the transactions contemplated hereby have been duly, validly and unanimously approved partnership agreement of MF OP requires approval by the board limited partners of directors MF OP of Oakwood. The board of directors of Oakwood has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood and its shareholders, (ii) directed that this Agreement be submitted to Xxxxxxx’s shareholders for approval and adoption, and (iii) resolved to recommend to Oakwood’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein), no further corporate proceedings on the part of Oakwood are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) of the Oakwood Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law (collectively, the “Oakwood Regulatory Approvals”). Other than federal and state securities laws and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood of this Agreement (and the related documents Ancillary Agreements to which it is a party or the Transactions. The execution and delivery by MF OP of this Agreement and each Ancillary Agreement to which it is or may become a party, and the consummation by Oakwood MF OP of the transactions contemplated hereby Transactions, to the extent applicable to MF OP, have been duly authorized by all necessary partnership action and no other proceedings on the part of MF OP are necessary to authorize the execution and delivery of this Agreement and such Ancillary Agreements and the consummation of the applicable Transactions. This Agreement and each Ancillary Agreement to which MF OP is or thereby)may become a party when executed and delivered will be duly and validly executed and delivered by MF OP and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of MF OP, enforceable against MF OP in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (ii) Oakwood Bank general equitable principles. (c) REIT TRS has full limited liability company power and authority to enter into this Agreement and each Ancillary Agreement to which it is or may become a party, and to consummate the Transactions. No provision of Law applicable to REIT TRS or the Bank Merger organizational documents of REIT TRS requires approval by anyone other than MF OP, the sole member and manager of REIT TRS, of this Agreement (and or the related documents Ancillary Agreements to which it is a party or the Transactions. The execution and delivery by REIT TRS of this Agreement and each Ancillary Agreement to which it is or may become a party, and the consummation by Xxxxxxx REIT TRS of the transactions contemplated hereby Transactions, to the extent applicable to REIT TRS, have been duly authorized by all necessary limited liability company action and no other proceedings on the part of REIT TRS are necessary to authorize the execution and delivery of this Agreement and such Ancillary Agreements and the consummation of the applicable Transactions. This Agreement and each Ancillary Agreement to which REIT TRS is or thereby)may become a party when executed and delivered will be duly and validly executed and delivered by REIT TRS and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of REIT TRS, enforceable against REIT TRS in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. (d) To the Knowledge of MF REIT, except for the filing by MF REIT of the Articles Supplementary, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is required to be made, obtained or given by or on behalf of MF REIT, MF OP, or REIT TRS the absence of which would prevent the consummation by MF REIT, MF OP, or REIT TRS of the Transactions, or the performance by any of MF REIT, MF OP, or REIT TRS of its obligations under this Agreement or the Ancillary Agreements to which such Person is or may become a party.

AUTHORITY APPROVALS. (a) Xxxxxxx Each of KPL and CBI has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxxx and, assuming due authorization, execution KPL and delivery by BFST, CBI and is a duly authorized, valid, legally binding agreement of Oakwood KPL and CBI enforceable against Oakwood KPL and CBI, respectively, 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 execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of OakwoodCBI and by the sole general partner of KPL. The board of directors of Oakwood CBI has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood CBI and its shareholderssole shareholder, (ii) directed that this Agreement be submitted to XxxxxxxCBI’s shareholders sole shareholder for approval and adoption, adoption and (iii) resolved to recommend to OakwoodCBI’s shareholders sole shareholder that they it approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood CBI Shareholder Approval (as defined herein)Approval, no further corporate proceedings on the part of Oakwood KPL and CBI are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) of the Oakwood CBI Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood KPL, CBI or any of its CBI’s Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger, the Second Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law Merger (collectively, the “Oakwood CBI Regulatory Approvals”). Other than federal and state securities laws and the Oakwood CBI Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necessary in connection with the execution and delivery by (i) Oakwood KPL of this Agreement (and the related documents to which it is a party or the consummation by Oakwood KPL of the transactions contemplated hereby or thereby), or ; (ii) Oakwood Bank CBI of the Bank Merger this Agreement (and the related documents to which it is a party or the consummation by Xxxxxxx CBI of the transactions contemplated hereby or thereby), (iii) CBNV of the Second Merger Agreement or the consummation by CBNV of the transactions contemplated thereby or (iv) CSB of the Bank Merger Agreement or the consummation by CSB of the transactions contemplated thereby.