Common use of Authority Relative to this Agreement; Non-Contravention Clause in Contracts

Authority Relative to this Agreement; Non-Contravention. (a) Stewardship has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Stewardship is a signatory), and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such other Ancillary Documents by Stewardship, and the consummation by Stewardship of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Stewardship. Other than the approval of the Merger by holders of at least a majority of the number of issued and outstanding shares of Stewardship Common Stock as of the record date for the Stewardship Shareholder Meeting (the “Required Stewardship Shareholder Vote”), no other corporate proceedings on the part of Stewardship are necessary to authorize this Agreement and the Ancillary Documents (to which Stewardship is a signatory), or to consummate the Merger or any other transactions contemplated hereby or thereby. No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation under the NJBCA or any applicable provisions of the takeover Laws of New Jersey or any other state (and any comparable provisions of the Stewardship Charter or Bylaws), apply or will apply to this Agreement, the Merger, the Bank Merger Agreement or the Bank Merger. (b) This Agreement and the Ancillary Documents (to which Stewardship is a signatory) have been duly executed and delivered by Stewardship and constitute valid and binding obligations of Stewardship, enforceable in accordance with its terms, subject to the Remedies Exception. None of the Stewardship Entities is subject to, or obligated under, any provision of (i) its Charter, Bylaws or other governing documents, (ii) any Contract, (iii) subject to obtaining the Consents referred to in Section 4.2, any license, franchise or permit or (iv) subject to obtaining the Consents referred to in Section 4.2(c), any Law, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents (to which Stewardship is a signatory), or the consummation of the transactions contemplated hereby and thereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect on Stewardship or the consummation of the transactions contemplated hereby and thereby. (c) Other than the Bank Regulatory Approvals and the filing of the Second-Step Merger Certificates with the Secretary of State of New Jersey, respectively, no Governmental Authorization is necessary on the part of any of the Stewardship Entities for the consummation by Stewardship of the transactions contemplated by this Agreement and the Ancillary Documents (to which Stewardship is a signatory), except for such Governmental Authorizations as to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on Stewardship or the consummation of the transactions contemplated hereby or thereby.

Authority Relative to this Agreement; Non-Contravention. (a) Stewardship BVBC has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Stewardship BVBC is a signatory), and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such other Ancillary Documents by Stewardship, BVBC and the consummation by Stewardship BVBC of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of StewardshipBVBC. Other than the approval of the Merger by holders as of the record date for the BVBC Shareholder Meeting of (i) at least a majority of the number of issued and outstanding shares of Stewardship BVBC Common Stock as and (ii) at least a majority of the record date for the Stewardship Shareholder Meeting number of issued and outstanding shares of BVBC Series B Preferred Stock (with such holders of shares of BVBC Common Stock and BVBC Series B Preferred Stock voting separately as a class) (such separate votes of such holders, the “Required Stewardship BVBC Shareholder Vote”), no other corporate proceedings on the part of Stewardship BVBC are necessary to authorize the execution and delivery of this Agreement and Agreement, or the Ancillary Documents (to which Stewardship BVBC is a signatory), or to consummate the Merger or any other transactions contemplated hereby or thereby. No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation under the NJBCA KGCC or any applicable provisions of the takeover Laws of New Jersey Kansas or any other state (and any comparable provisions of the Stewardship BVBC Charter or Bylaws), apply or will apply to this Agreement, Agreement or the Merger. BVBC has caused the Board of Directors of BankBV to approve the Bank Merger, and BVBC has approved the Bank Merger Agreement as the sole shareholder of BankBV. No other corporate proceedings on the part of BVBC or BankBV are necessary to authorize the Bank Merger. (b) This Agreement and the Ancillary Documents (to which Stewardship BVBC is a signatory) have been duly executed and delivered by Stewardship BVBC and constitute valid and binding obligations of StewardshipBVBC, enforceable in accordance with its their terms, subject to the Remedies Exception. None of the Stewardship BVBC Entities is subject to, or obligated under, any provision of (i) its Charter, Bylaws or other governing documents, (ii) any Contract, (iii) subject to obtaining the Consents referred to in Section 4.2, any license, franchise or permit or (iv) subject to obtaining the Consents approvals referred to in Section 4.2(c), any Law, order, judgment Law or decreeGovernmental Order, which would be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents (to which Stewardship such BVBC Entity is a signatory), or the consummation of the transactions contemplated hereby and thereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect on Stewardship or the consummation of the transactions contemplated hereby and thereby. (c) Other than the Bank Regulatory Approvals and the filing of the Second-Step Kansas Certificate of Merger Certificates with the Secretary of State of New Jersey, respectivelyKansas, no Governmental Authorization is necessary on the part of any of the Stewardship BVBC Entities for the consummation by Stewardship BVBC of the transactions contemplated by this Agreement and the Ancillary Documents (to which Stewardship BVBC is a signatoryparty), except for such Governmental Authorizations as to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on Stewardship or the consummation of the transactions contemplated hereby or thereby.

Authority Relative to this Agreement; Non-Contravention. (a) Stewardship Heartland has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Stewardship Heartland is a signatoryparty), and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such other Ancillary Documents by Stewardship, Heartland and the consummation by Stewardship Heartland of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of StewardshipHeartland. Other than the approval of the Merger by holders of at least a majority of the number of issued and outstanding shares of Stewardship Common Stock as of the record date for the Stewardship Shareholder Meeting (the “Required Stewardship Shareholder Vote”), no No other corporate proceedings on the part of Stewardship Heartland are necessary to authorize this Agreement and Agreement, the Ancillary Documents (to which Stewardship Heartland is a signatoryparty), or to consummate the Merger or any other and the transactions contemplated hereby or therebyby this Agreement and the Ancillary Agreements (to which Heartland is a party). No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation under the NJBCA or any applicable provisions of the takeover Laws of New Jersey or any other state (and any comparable provisions of the Stewardship Charter or Bylaws), apply or will apply to this Agreement, the Merger, the Bank Merger Agreement or the Bank Merger. (b) This Agreement and the Ancillary Documents (to which Stewardship Heartland is a signatoryparty) have been duly executed and delivered by Stewardship Heartland and constitute constitutes a valid and binding obligations obligation of StewardshipHeartland, enforceable in accordance with its terms, subject to the Remedies Exception. None of the Stewardship Entities Heartland is not subject to, or obligated under, any provision of (ia) its Charter, Bylaws Charter or other governing documentsBylaws, (iib) any Contract, (iiic) subject to obtaining the Consents referred to in Section 4.2, any license, franchise or permit or (ivd) subject to obtaining the Consents approvals referred to in Section 4.2(c3.2(b), any Law, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance on any of violated by its assets would be created, by the execution, delivery or and performance of this Agreement and or any of the Ancillary Documents Agreements (to which Stewardship Heartland is a signatory), party) or the consummation of the transactions contemplated hereby and thereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect on Stewardship or the consummation of the transactions contemplated hereby and thereby. (c) Other than the Bank Regulatory Approvals and the filing of the Second-Step Merger Certificates with the Secretary of State of New Jersey, respectively, no Governmental Authorization is necessary on the part of any of the Stewardship Entities for the consummation by Stewardship of the transactions contemplated by this Agreement and the Ancillary Documents (to which Stewardship is a signatory), except for such Governmental Authorizations as to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on Stewardship or the consummation it of the transactions contemplated hereby or thereby. Heartland has caused the Board of Directors of FB&T to approve the Bank Merger, and Heartland has approved the Bank Merger as the sole shareholder of FB&T. No other corporate proceedings on the part of Heartland or FB&T are necessary to authorize the Bank Merger. (b) No Consent of any Governmental Entity is necessary on the part of Heartland for the consummation by it of the transactions contemplated by this Agreement, except for any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under Bank Holding Company Act, any notices to and approvals from the Texas Department of Banking (the “TDB”) required under Chapter 202 of the Texas Finance Code (the “TFC”) and any notices to and approvals from the Federal Deposit Insurance Corporation (the “FDIC”) (such notices, approvals or waivers being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Heartland Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Stock Market, Inc. (“NASDAQ”); filings with respect to the Merger under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”); and the filing with respect to the Merger of the Delaware Certificate of Merger and the Texas Certificate of Merger with the Secretary of State of Delaware and the Secretary of State of Texas, respectively.

Authority Relative to this Agreement; Non-Contravention. (a) Stewardship AIM has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Stewardship AIM is a signatoryparty), and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such other Ancillary Documents by Stewardship, AIM and the consummation by Stewardship AIM of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of StewardshipAIM. Other than the approval of the Merger by holders of at least a majority two-thirds of the number of issued and outstanding shares of Stewardship AIM Common Stock as of the record date for for, and entitled to vote at, the Stewardship AIM Shareholder Meeting (the “Required Stewardship AIM Shareholder Vote”), no other corporate proceedings on the part of Stewardship AIM are necessary to authorize this Agreement and Agreement, or the Ancillary Documents (to which Stewardship AIM is a signatoryparty), or to consummate the Merger or any other transactions contemplated hereby or thereby. No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation under the NJBCA TBOC or any applicable provisions of the takeover Laws of New Jersey Texas or any other state (and any comparable provisions of the Stewardship AIM Charter or Bylaws), apply or will apply to this Agreement, Agreement or the Merger AIM has caused the Board of Directors of AimBank to approve the Bank Merger, and AIM has approved the Bank Merger Agreement as the sole shareholder of AimBank. No other corporate proceedings on the part of AIM or AimBank are necessary to authorize the Bank Merger. (b) This Agreement and the Ancillary Documents (to which Stewardship AIM is a signatoryparty) have been duly executed and delivered by Stewardship AIM and constitute a valid and binding obligations obligation of StewardshipAIM, enforceable in accordance with its terms, subject to the Remedies Exception. None Except as set forth on Schedule 4.2(b), none of the Stewardship AIM Entities is subject to, or obligated under, any provision of (i) its Charter, Bylaws or other governing documents, (ii) any Contract, (iii) subject to obtaining the Consents referred to in Section 4.2, any license, franchise or permit or (iv) subject to obtaining the Consents approvals referred to in Section 4.2(c), any Law, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents (to which Stewardship AIM is a signatoryparty), or the consummation of the transactions contemplated hereby and thereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect on Stewardship or the consummation of the transactions contemplated hereby and thereby. (c) Other than the Bank Regulatory Approvals and the filing of the Second-Step Texas Certificate of Merger Certificates with and the Secretary Delaware Certificate of State of New Jersey, respectivelyMerger, no Governmental Authorization is necessary on the part of any of the Stewardship AIM Entities for the consummation by Stewardship AIM of the transactions contemplated by this Agreement and the Ancillary Documents (to which Stewardship AIM is a signatoryparty), except for such Governmental Authorizations as to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on Stewardship or the consummation of the transactions contemplated hereby or thereby.