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

Authority; No Breach of the Agreement. (i) Towne has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Xxxxx, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Towne. This Agreement is a valid and legally binding obligation of Towne, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by Towne, nor the consummation by Towne of the transactions contemplated hereby, nor compliance by Towne with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the Organizational Documents of Towne; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of Towne or any Towne Subsidiary pursuant to any (1) note, bond, mortgage or indenture, or (2) material license, agreement or other instrument or obligation, to which Towne or any Towne Subsidiary is a party or by which Towne or any Towne Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Towne or any Towne Subsidiary. ​ (iii) Except for (A) the necessary Regulatory Approvals, (B) the filing of Articles of Merger with the VA SCC to effect the Merger, (C) the filing of Articles of Amendment with the VA SCC to effect the Holding Company Articles Amendment, (D) the filing of Articles of Merger with the VA SCC to effect the Second Step Merger, and (E) the filing of the Articles of Merger with the VA SCC to effect the Bank Merger, no consents or approvals of or notices to or filings with any Governmental Authority are necessary in connection with the execution and delivery of this Agreement and the consummation by Towne Merger Sub of the Merger and Towne of the Second Step Merger and Bank Merger and the other transactions contemplated by this Agreement. As of the date hereof, Towne is not aware of any facts or circumstances that would materially impede or delay receipt of any Regulatory Approvals or any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Transaction.

Authority; No Breach of the Agreement. (i) Towne Each of Holding Company and Bank Subsidiary has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, and and, subject to obtaining the Holding Company Shareholder Approvals, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by XxxxxHolding Company and Bank Subsidiary, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of TowneHolding Company and Bank Subsidiary, respectively, subject only to the receipt of the approval of this Agreement and the Plan of Merger and the Holding Company Articles Amendment by the holders of a majority of the outstanding shares of Holding Company Common Stock (the “Holding Company Shareholder Approvals”). This Agreement is a valid and legally binding obligation of TowneHolding Company and Bank Subsidiary, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by TowneHolding Company and Bank Subsidiary, nor the consummation by Towne Holding Company and Bank Subsidiary of the transactions contemplated hereby, nor compliance by Towne Holding Company and Bank Subsidiary with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the Organizational Documents of TowneHolding Company or Bank Subsidiary; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of Towne Holding Company or any Towne Holding Company Subsidiary pursuant to any (1) note, bond, mortgage or mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which Towne Holding Company or any Towne Holding Company Subsidiary is a party or by which Towne Holding Company or any Towne Holding Company Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory shareholder approvals and shareholder the receipt, or the making, of the consents, approvals, waivers and filings referred to in subsection 3.3(c)(iii) and the expiration of related waiting periods, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Towne Holding Company or any Towne Holding Company Subsidiary. ​. (iii) Except for (A) the filing of any required applications, filings or notices with the Governmental Authorities and the receipt of any permits, consents, approvals and authorizations of the Governmental Authorities and all third parties necessary to consummate the transactions contemplated by this Agreement (the “Regulatory Approvals”), (B) the filing of Articles of Merger with the VA SCC to effect the Merger, (C) the filing of Articles of Amendment with the VA SCC to effect the Holding Company Articles Amendment, (D) the filing of Articles of Merger with the VA SCC to effect the Second Step Merger, and (E) the filing of the Articles of Merger with the VA SCC to effect the Bank Merger, no consents or approvals of or notices to or filings with any Governmental Authority are necessary in connection and (F) the filing with the execution Securities and delivery Exchange Commission (the “SEC”) of this Agreement a proxy statement in definitive form (including any amendments or supplements thereto, and the consummation by Towne Merger Sub other proxy solicitation materials of the Merger and Towne of the Second Step Merger and Bank Merger and the other transactions contemplated by this Agreement. As of the date hereof, Towne is not aware of any facts or circumstances that would materially impede or delay receipt of any Regulatory Approvals or any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Transaction.Holding ​ ​

Authority; No Breach of the Agreement. (i) Towne Each of Holding Company and Bank Subsidiary has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by XxxxxHolding Company and Bank Subsidiary, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of TowneHolding Company and Bank Subsidiary, respectively, subject only to the receipt of the approvals of (A) this Agreement and the Plan of Merger and (B) the Holding Company Articles Amendment by the holders of more than two-thirds of the outstanding shares of Holding Company Common Stock (collectively, the “Holding Company Stockholder Approvals”). This Agreement is a valid and legally binding obligation of TowneHolding Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by TowneHolding Company and Bank Subsidiary, nor the consummation by Towne Holding Company and Bank Subsidiary of the transactions contemplated hereby, nor compliance by Towne Holding Company with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the Organizational Documents of TowneHolding Company or Bank Subsidiary; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of Towne Holding Company or any Towne Holding Company Subsidiary pursuant to any (1) note, bond, mortgage or mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which Towne Holding Company or any Towne Holding Company Subsidiary is a party or by which Towne Holding Company or any Towne Holding Company Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory stockholder approvals and shareholder the receipt, or the making, of the consents, approvals, waivers and filings referred to in subsection 3.3(c)(iii) and the expiration of related waiting periods, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Towne Holding Company or any Towne Holding Company Subsidiary. ​. (iii) Except for (A) the filing of any required applications, filings or notices with the Governmental Authorities (as defined herein) and the receipt of any permits, consents, approvals and authorizations of the Governmental Authorities and all third parties necessary to consummate the transactions contemplated by this Agreement (the “Regulatory Approvals”), (B) compliance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the filing with the SEC of the Joint Proxy Statement in definitive form relating to the Holding Company Stockholders Meeting (as defined herein) and the transactions contemplated by this Agreement, (C) the filing of Articles of Merger with the VA SCC to effect the MergerVirginia State Corporation Commission, (CD) the filing of Articles of Amendment with the VA SCC Virginia State Corporation Commission to effect the Holding Company Articles Amendment, (DE) such filings and approvals as are required to be made or obtained under the filing securities or “Blue Sky” laws of Articles of Merger the various states in connection with the VA SCC issuance of shares of Buyer Common Stock pursuant to effect this Agreement, (F) approval of listing the Second Step Mergershares of Buyer Common Stock to be issued pursuant to this Agreement on the NASDAQ Global Select Market, and (EG) the filing consents and approvals of third parties that are not Governmental Authorities required to consummate the Articles of Merger with the VA SCC to effect the Bank Merger, no consents or approvals of or notices to or filings with any Governmental Authority or other third party are necessary in connection with the execution and delivery of this Agreement and the consummation by Towne Merger Sub Holding Company and Bank Subsidiary of the Merger and Towne of the Second Step Merger and Bank Merger and the other transactions contemplated by this Agreement. As of the date hereof, Towne neither Holding Company nor Bank Subsidiary is not aware of any facts or circumstances that would materially impede or delay receipt of any Regulatory Approvals or any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Transaction.be

Authority; No Breach of the Agreement. (i) Towne Each of Holding Company and Bank Subsidiary has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by XxxxxHolding Company and Bank Subsidiary, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of TowneHolding Company and Bank Subsidiary, respectively, subject only to the receipt of (i) the approval of this Agreement and the Plan of Merger by the holders of a majority of the outstanding shares of Holding Company Common Stock (the “Holding Company Stockholder Approval”) and (ii) the approval of this Agreement and the Bank Plan of Merger by the sole stockholder of Bank Subsidiary. This Agreement is a valid and legally binding obligation of TowneHolding Company and Bank Subsidiary, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by TowneHolding Company and Bank Subsidiary, nor the consummation by Towne Holding Company and Bank Subsidiary of the transactions contemplated hereby, nor compliance by Towne Holding Company and Bank Subsidiary with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the Organizational Documents of TowneHolding Company or Bank Subsidiary; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of Towne Holding Company or any Towne Holding Company Subsidiary pursuant to any (1) note, bond, mortgage or mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which Towne Holding Company or any Towne Holding Company Subsidiary is a party or by which Towne Holding Company or any Towne Holding Company Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory stockholder approvals and shareholder the receipt, or the making, of the consents, approvals, waivers and filings referred to in subsection 3.3(c)(iii) and the expiration of related waiting periods, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Towne Holding Company or any Towne Holding Company Subsidiary. ​. (iii) Except for (A) the filing of any required applications, filings or notices with the Governmental Authorities (as defined herein) and the receipt of any permits, consents, approvals and authorizations of the Governmental Authorities and all third parties necessary to consummate the transactions contemplated by this Agreement (the “Regulatory Approvals”), (B) compliance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the filing of Articles of Merger with the VA SCC SEC of the Proxy Statement in definitive form relating to effect the MergerHolding Company Stockholders Meeting (as such terms are defined herein) and the transactions contemplated by this Agreement, (C) the filing of Articles of Amendment with the VA SCC to effect the Holding Company Articles Amendment, (D) the filing of separate Articles of Merger with the VA SCC Virginia State Corporation Commission and North Carolina Secretary of State to effect the Second Step MergerTransaction, (D) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of the various states in connection with the issuance of shares of Towne Common Stock pursuant to this Agreement, (E) approval of listing the shares of Towne Common Stock to be issued pursuant to this Agreement on the NASDAQ Global Select Market, and (EF) the filing consents and approvals of third parties that are not Governmental Authorities required to consummate the Articles of Merger with the VA SCC to effect the Bank MergerTransaction, no consents or approvals of or notices to or filings with any Governmental Authority or other third party are necessary in connection with the execution and delivery of this Agreement and the consummation by Towne Merger Sub Holding Company of the Merger and Towne Bank Subsidiary of the Second Step Merger and Bank Merger and the other transactions contemplated by this Agreement. As of the date hereof, Towne neither Holding Company nor Bank Subsidiary is not aware of any facts or circumstances that would materially impede or delay receipt of any Regulatory Approvals or any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Transaction. For the purposes of this Agreement, a “Governmental Authority” means any court, administrative agency or commission or other governmental authority, agency or instrumentality, domestic or foreign, or any industry self-regulatory authority.