Common use of Authority; No Breach By Agreement Clause in Contracts

Authority; No Breach By Agreement. (a) Buyer and FSGBank have the corporate power and authority necessary to execute, deliver and perform their obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Share Exchange, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer and FSGBank. This Agreement represents a legal, valid and binding obligation of Buyer and FSGBank, enforceable against Buyer and FSGBank in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Buyer or FSGBank, nor the consummation by Buyer or FSGBank of the transactions contemplated hereby, nor compliance by Buyer or FSGBank with any of the provisions hereof will: (i) conflict with or result in a breach of any provision of Buyer’s or FSGBank’s Charter, Articles of Incorporation or Bylaws; (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Buyer Entity under, any Contract or Permit of any Buyer Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect; (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Entity or any of their respective material Assets; (iv) to the Knowledge of Buyer and FSGBank, resulting in any Seller Entity becoming subject to or liable for the payment of any Tax; or (v) to the Knowledge of Buyer and FSGBank, resulting in any of the Assets owned by any Seller Entity being reassessed or revalued by any Regulatory Authority. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any Employee Benefit Plans, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by Buyer or FSGBank of the Share Exchange and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Buyer and FSGBank have PCB has the corporate power and authority necessary to execute, execute and deliver and perform their obligations under this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Share ExchangeMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer PCB, subject to the approval of this Agreement and FSGBankthe Merger by the holders of two-thirds of the outstanding shares of PCB Common Stock in accordance with 12 U.S.C. § 215a. This Subject to such requisite stockholder approval and required regulatory Consents, this Agreement represents constitutes a legal, valid and binding obligation of Buyer and FSGBankPCB, enforceable against Buyer and FSGBank PCB in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, insolvency or similar Laws of general applicability affecting the enforcement of creditors’ rights generally and except that the availability or by general principles of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)equity. (b) Neither Except as set forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by Buyer or FSGBank, PCB nor the consummation by Buyer or FSGBank PCB of the transactions contemplated herebyprovided for in this Agreement, nor compliance by Buyer or FSGBank PCB with any of the provisions hereof will: hereof, does or will (i) conflict with or result in a breach of any provision of BuyerPCB’s or FSGBank’s Charter, Articles of Incorporation or Bylaws; Bylaws or the articles or certificates of incorporation or bylaws or similar governing documents of any PCB Company or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Buyer Entity PCB Company under, any Contract or Permit of any Buyer EntityPCB Company, where such Default or Lien, or any failure to obtain such Consent, Consent is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect; Effect on such PCB Company, or, (iii) subject to receipt of the requisite Consents and approvals of Regulatory Authorities referred to in Section 8.1(b)this Agreement, constitute violate or result in a Default under, or require any Consent pursuant to, conflict with any Law or Order applicable to any Buyer Entity PCB Company or any of their respective material Assets; (iv) to the Knowledge of Buyer and FSGBank, resulting in any Seller Entity becoming subject to or liable for the payment of any Tax; or (v) to the Knowledge of Buyer and FSGBank, resulting in any of the Assets owned by any Seller Entity being reassessed or revalued by any Regulatory Authority. (c) Other Except as set forth on Schedule 5.2(c), other than (i) in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and other than (ii) Consents required from Regulatory Authorities, (iii) the approval by the stockholders of PCB of this Agreement and other than the Merger, (iv) notices to or filings with the IRS Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any Employee Benefit Plansemployee benefit plans, and other than (v) Consents, filings, filings or notifications whichthat, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse EffectEffect on the PCB Company at issue, no notice to, filing with, with or Consent of any Person or public body or authority is necessary for the consummation by Buyer or FSGBank PCB of the Share Exchange Merger and the other transactions contemplated provided for in this Agreement. No Consents or approvals of or filings or registrations with any Regulatory Authorities are necessary in connection with the execution and delivery by PCB of this Agreement, other than notices to be sent by PCB to the FDIC and the Florida Office of Financial Regulation.

Authority; No Breach By Agreement. (a) Buyer and FSGBank have Parent has the corporate power and authority necessary to execute, deliver and perform their its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Share ExchangeMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer and FSGBankParent. This Agreement represents a legal, valid valid, and binding obligation of Buyer and FSGBankParent, enforceable against Buyer and FSGBank Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Buyer or FSGBankParent, nor the consummation by Buyer or FSGBank Parent of the transactions contemplated hereby, nor compliance by Buyer or FSGBank Parent with any of the provisions hereof will: hereof, will (i) conflict with or result in a breach of any provision of Buyer’s or FSGBank’s Charter, Articles Parent's Certificate of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Buyer Parent Entity under, any Contract or Permit of any Buyer Entity, Parent Entity where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Buyer Parent Material Adverse Effect; , or, (iii) subject to receipt of the requisite Consents consents referred to in Section 8.1(b)6.2(b) of the Parent Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Parent Entity or any of their respective material Assets; (iv) to the Knowledge of Buyer and FSGBank, resulting in any Seller Entity becoming subject to or liable for the payment of any Tax; or (v) to the Knowledge of Buyer and FSGBank, resulting in any of the Assets owned by any Seller Entity being reassessed or revalued by any Regulatory Authority. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of the Nasdaq, and other than Consents required from Regulatory AuthoritiesAuthorities set forth in Section 6.2(c) of the Parent Disclosure Memorandum, and other than notices to or filings with the IRS IRS, the Department of Labor or the Pension Benefit Guaranty Corporation with respect to any Employee Benefit Plansemployee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority or any other Person is necessary for the consummation by Parent or Sub of the Merger and the other transactions contemplated in this Agreement, other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Parent Material Adverse Effect, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by Buyer or FSGBank of the Share Exchange and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Buyer and FSGBank have Regions has the corporate power and authority necessary to execute, deliver deliver, and perform their its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Share ExchangeMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer and FSGBankRegions. This Agreement represents a legal, valid valid, and binding obligation of Buyer and FSGBankRegions, enforceable against Buyer and FSGBank Regions in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Buyer or FSGBankRegions, nor the consummation by Buyer or FSGBank Regions of the transactions contemplated hereby, nor compliance by Buyer or FSGBank Regions with any of the provisions hereof will: hereof, will (i) conflict with or result in a breach of any provision of Buyer’s or FSGBank’s Charter, Articles Regions' Certificate of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Buyer Entity Regions Company under, any Contract or Permit of any Buyer EntityRegions Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect; Effect on Regions, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 8.1(b)9.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any Buyer Entity Regions Company or any of their respective material Assets; (iv) to the Knowledge of Buyer and FSGBank, resulting in any Seller Entity becoming subject to or liable for the payment of any Tax; or (v) to the Knowledge of Buyer and FSGBank, resulting in any of the Assets owned by any Seller Entity being reassessed or revalued by any Regulatory Authority. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE and the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS Internal Revenue Service or the Pension Benefit Guaranty Corporation Corporation, or both, with respect to any Employee Benefit Plansemployee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse EffectEffect on Regions, no notice to, filing with, or Consent of of, any public body or authority is necessary for the consummation by Buyer or FSGBank Regions of the Share Exchange Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Buyer and FSGBank have ANB has the corporate power and authority necessary to execute, deliver and perform their its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Share ExchangeMerger, have been been, or prior to the Effective Time will be, duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer and FSGBankANB. This Subject to required regulatory consents, this Agreement represents a legal, valid and binding obligation of Buyer and FSGBankANB, enforceable against Buyer and FSGBank ANB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither Except as set forth on Schedule 6.2(b), neither the execution and delivery of this Agreement by Buyer or FSGBankANB, nor the consummation by Buyer or FSGBank ANB of the transactions contemplated herebyprovided for herein, nor compliance by Buyer or FSGBank ANB with any of the provisions hereof will: hereof, will (i) conflict with or result in a breach of any provision of BuyerANB’s or FSGBank’s Charter, Articles Restated Certificate of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Buyer Entity ANB Company under, any Contract or Permit of any Buyer EntityANB Company, where such Default or Lien, or any failure to obtain such Consent, Consent is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect; Effect on ANB, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 8.1(b)subsection 9.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any Buyer Entity ANB Company or any of their respective material Assets; (iv) to the Knowledge of Buyer and FSGBank, resulting in any Seller Entity becoming subject to or liable for the payment of any Tax; or (v) to the Knowledge of Buyer and FSGBank, resulting in any of the Assets owned by any Seller Entity being reassessed or revalued by any Regulatory Authority. (c) Other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and other than rules of the NASD, (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the IRS Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any Employee Benefit Plansemployee benefit plans, and other than (iv) Consents, filings, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse EffectEffect on ANB, no notice to, filing with, with or Consent of of, any public body or authority is necessary for the consummation by Buyer or FSGBank ANB of the Share Exchange Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) Buyer and FSGBank have ABI has the corporate power and authority necessary to execute, deliver and perform their its obligations under this Agreement and to consummate the transactions transaction contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions Purchase contemplated herein, including the Share Exchange, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer and FSGBankABI. This Agreement represents a legal, valid valid, and binding obligation of Buyer and FSGBankABI, enforceable against Buyer and FSGBank ABI in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Buyer or FSGBankABI, nor the consummation by Buyer or FSGBank ABI of the transactions transaction contemplated hereby, nor compliance by Buyer or FSGBank ABI with any of the provisions hereof will: hereof, will (i) conflict with or result in a breach of any provision of Buyer’s or FSGBank’s Charter, ABI's Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Buyer Entity ABI Companies under, any Contract or Permit of any Buyer EntityABI Companies, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect; Effect on ABI, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 8.1(b)6.1 of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any Buyer Entity ABI Companies or any of their respective material Assets; (iv) to the Knowledge of Buyer and FSGBank, resulting in any Seller Entity becoming subject to or liable for the payment of any Tax; or (v) to the Knowledge of Buyer and FSGBank, resulting in any of the Assets owned by any Seller Entity being reassessed or revalued by any Regulatory Authority. (c) Other than in connection No notice to, filing with, or compliance with Consent of, any public body or authority is necessary for the provisions consummation by ABI of the Securities Laws, applicable state corporate Purchase and securities Laws, and the other transactions contemplated in this Agreement other than (i) Consents required from Regulatory Authorities, Authorities and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any Employee Benefit Plans, and other than (ii) Consents, filings, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by Buyer or FSGBank of the Share Exchange and the other transactions contemplated in this AgreementEffect on ABI.

Authority; No Breach By Agreement. (a) Buyer and FSGBank have PB has the corporate power and authority necessary to execute, execute and deliver and perform their obligations under this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Share ExchangeMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer PB, subject to the approval of this Agreement and FSGBankthe Merger by the holders of two-thirds of the outstanding shares of PB Common Stock in accordance with 12 U.S.C. § 215a. This Subject to such requisite stockholder approval and required regulatory consents, this Agreement represents constitutes a legal, valid and binding obligation of Buyer and FSGBankPB, enforceable against Buyer and FSGBank PB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither Except as set forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by Buyer or FSGBank, PB nor the consummation by Buyer or FSGBank PB of the transactions contemplated herebyprovided for in this Agreement, nor compliance by Buyer or FSGBank PB with any of the provisions hereof will: hereof, will (i) conflict with or result in a breach of any provision of BuyerPB’s or FSGBank’s Charter, Articles of Incorporation or Bylaws; Bylaws or the articles or certificates of incorporation or bylaws or similar governing documents of any PB Company or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Buyer Entity PB Company under, any Contract or Permit of any Buyer EntityPB Company, where such Default or Lien, or any failure to obtain such Consent, Consent is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect; Effect on such PB Company, or, (iii) subject to receipt of the requisite Consents and approvals of Regulatory Authorities referred to in Section 8.1(b)this Agreement, constitute violate or result in a Default under, or require any Consent pursuant to, conflict with any Law or Order applicable to any Buyer Entity PB Company or any of their respective material Assets; (iv) to the Knowledge of Buyer and FSGBank, resulting in any Seller Entity becoming subject to or liable for the payment of any Tax; or (v) to the Knowledge of Buyer and FSGBank, resulting in any of the Assets owned by any Seller Entity being reassessed or revalued by any Regulatory Authority. (c) Other Except as set forth on Schedule 5.2(c), other than (i) in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and other than (ii) Consents required from Regulatory Authorities, (iii) the approval by the stockholders of PB of this Agreement and other than the Merger, (iv) notices to or filings with the IRS Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any Employee Benefit Plansemployee benefit plans, and other than (v) Consents, filings, filings or notifications whichthat, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse EffectEffect on the PB Company at issue, no notice to, filing with, with or Consent of of, any Person or public body or authority is necessary for the consummation by Buyer or FSGBank PB of the Share Exchange Merger and the other transactions contemplated provided for in this Agreement. No consents or approvals of or filings or registrations with any Regulatory Authorities are necessary in connection with the execution and delivery by PB of this Agreement.