Common use of Authorization; No Defaults Clause in Contracts

Authorization; No Defaults. Heartland's Board of Directors has, by all appropriate action, approved this Agreement and the Merger and authorized the execution hereof and thereof on its behalf by its duly authorized officers and the performance by Heartland of its obligations hereunder. Heartland's Board of Directors has directed that the plan of merger (within the meaning of the Illinois Corporate Law) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing in the Articles of Incorporation or Bylaws of Heartland, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S.") by or to which it or any of its subsidiaries are bound or subject would prohibit or inhibit Heartland from consummating this Agreement and the Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland and constitutes a legal, valid and binding obligation of Heartland, enforceable against Heartland in accordance with its respective terms. Heartland and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Association, as the case may be, Bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other commitment or any other agreement or arrangement (however evidenced), whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violation.

Authorization; No Defaults. Heartland's (a) All of the members of the Board of Directors hasof Citizens First entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of Citizens First Common in favor of the Holding Company Merger. The Boards of Directors of Citizens First and CF Bank have, by all appropriate action, unanimously approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, and have authorized the execution hereof of this Agreement and thereof the applicable Plan of Merger on its Citizens First's or CF Bank's behalf by its their respective duly authorized officers and the performance by Heartland Citizens First and CF Bank of its their respective obligations hereunder. Heartland's Prior to the execution of this Agreement, the Board of Directors of Citizens First received an opinion (which, if initially rendered verbally, has directed that been or will be confirmed by a written opinion, dated the plan same date) of merger Xxxxx, Xxxxxxxx & Xxxxx, Inc. (within "KBW") to the meaning effect that, as of the Illinois Corporate Law) contained in this Agreement date of such opinion, and the transactions contemplated by this Agreement, including the Merger, be submitted based upon and subject to the shareholders factors, assumptions, and limitations set forth therein, the Merger Consideration (other than the 401(k) Cash Payment) is fair, from a financial point of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof)view, and, except for the adoption and approval of this Agreement by the affirmative vote of to the holders of two-thirds of Citizens First Common (the outstanding shares of Heartland Common"Citizens First Fairness Opinion"). Except as provided in the Citizens First Disclosure Schedule, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing nothing in the Articles of Incorporation or Bylaws of HeartlandCitizens First, as amended, or the Articles of Incorporation or Bylaws of CF Bank, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it Citizens First or any of its subsidiaries are CF Bank is bound or subject subject, would prohibit Citizens First or inhibit Heartland CF Bank from consummating consummating, or would be violated or breached by Citizens First's or CF Bank's consummation of, this Agreement Agreement, the Holding Company Merger or the Bank Merger and the Merger other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland Citizens First and CF Bank and constitutes a legal, valid and binding obligation of HeartlandCitizens First and CF Bank, enforceable against Heartland Citizens First and CF Bank in accordance with its respective terms. Heartland and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Association, except as the case enforceability may bebe limited by applicable bankruptcy, Bylawsinsolvency, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other commitment or any other agreement or arrangement (however evidenced), whether written or oralreorganization, and there has not occurred any event thatsimilar laws of general applicability relating to or affecting creditors' rights or by general equity principles. No corporate acts or proceedings, with other than those already taken and the lapse approval of time the Holding Company Merger by the holders of a majority of the outstanding shares of Citizens First Common and the Bank Merger by Citizens First as sole shareholder of CF Bank, are required by law to be taken by Citizens First or giving CF Bank to authorize the execution, delivery and performance of notice or both, would constitute such a default or violationthis Agreement.

Authorization; No Defaults. Heartland's Board The Boards of Directors hasof ------------ -------------------------- Peoples and Peoples Bank have each, by all appropriate action, approved this Agreement, the applicable Plan of Merger and the Merger contemplated thereby and have authorized the execution of this Agreement and the applicable Plan of Merger and authorized the execution hereof and thereof on its their behalf by its their duly authorized officers and the performance by Heartland Peoples and Peoples Bank of its obligations hereunder. Heartland's Board of Directors has directed that the plan of merger (within the meaning of the Illinois Corporate Law) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing in the Articles of Incorporation or Bylaws of HeartlandPeoples, as amended, or the Articles of Association or Bylaws of Peoples Bank, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it Peoples or any of its subsidiaries are Peoples Bank is bound or subject subject, would prohibit Peoples or inhibit Heartland Peoples Bank from consummating consummating, or would be violated or breached by Peoples's or Peoples Bank's consummation of, this Agreement and the Merger Mergers and other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland Peoples and Peoples Bank and constitutes a legal, valid and binding obligation of HeartlandPeoples and Peoples Bank, enforceable against Heartland Peoples and Peoples Bank in accordance with its respective terms. Heartland and its subsidiaries are neither Neither Peoples nor Peoples Bank is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under nor or in material violation of any provision of, nor will the consummation of their Articles the transactions contemplated herein afford any party a right to accelerate any indebtedness under, its articles of incorporation or Certificate of Incorporation or Associationbylaws, as the case may be, Bylaws, or any material promissory note, indenture or any other evidence of indebtedness or security therefor, or any material lease, contract, insurance policy, purchase or other commitment or any other agreement to which it is a party or arrangement (however evidenced), whether written by which it or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violationits property is bound.

Authorization; No Defaults. Heartland's (a) All the members of the Board of Directors hasof FSI entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of FSI Common in favor of the Holding Company Merger. Certain shareholders of FSI entered into Voting and Support Agreements, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of FSI Common in favor of the Holding Company Merger and waive certain rights as further described in such agreements. The Boards of Directors of FSI and FS Bank have, by all appropriate action, approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, and have authorized the execution hereof of this Agreement and thereof the applicable Plan of Merger on its FSI's or FS Bank's behalf by its their respective duly authorized officers and the performance by Heartland FSI and FS Bank of its their respective obligations hereunder. Heartland's The Board of Directors has directed that of FSI received, at the plan of merger (within the meaning of the Illinois Corporate Law) contained in meeting at which it approved this Agreement and the transactions contemplated by this Agreement, including the Holding Company Merger, be submitted the oral opinion of Xxxxxxx Xxxxx & Associates, Inc. to the effect that, as of the date of that meeting, the Merger Consideration was fair, from a financial point of view, to the shareholders of Heartland for approval at FSI. Except as provided in the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof)FSI Disclosure Schedule, and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing nothing in the Articles of Incorporation or Bylaws of HeartlandFSI, as amended, or the Articles of Incorporation or Bylaws of FS Bank, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it FSI or any of its subsidiaries are FS Bank is bound or subject subject, would prohibit FSI or inhibit Heartland FS Bank from consummating consummating, or would be violated or breached by FSI's or FS Bank's consummation of, this Agreement Agreement, the Holding Company Merger or the Bank Merger and the Merger other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland FSI and FS Bank and constitutes a legal, valid and binding obligation of HeartlandFSI and FS Bank, enforceable against Heartland FSI and FS Bank in accordance with its respective terms. Heartland and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Association, except as the case enforceability may bebe limited by applicable bankruptcy, Bylawsinsolvency, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other commitment or any other agreement or arrangement (however evidenced), whether written or oralreorganization, and there has not occurred any event thatsimilar laws of general applicability relating to or affecting creditors' rights or by general equity principles. No corporate acts or proceedings, with other than those already taken and the lapse approval of time the Holding Company Merger by the holders of a majority of the outstanding shares of FSI Common and the Bank Merger by FSI as sole shareholder of FS Bank, are required by law to be taken by FSI or giving FS Bank to authorize the execution, delivery and performance of notice or both, would constitute such a default or violationthis Agreement.

Authorization; No Defaults. Heartland's (a) All of the members of the Board of Directors hasof CUB and certain shareholders of CUB entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of CUB Common in favor of the Holding Company Merger (the “Voting Agreement”). The Boards of Directors of CUB and Citizens Union have, by all appropriate action, approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, and have authorized the execution hereof of this Agreement and thereof the applicable Plan of Merger on its CUB’s or Citizens Union’s behalf by its their respective duly authorized officers and the performance by Heartland CUB and Citizens Union of its their respective obligations hereunder. Heartland's Prior to the execution of this Agreement, the Board of Directors of CUB received an opinion (which, if initially rendered verbally, has directed that been or will be confirmed by a written opinion, dated the plan same date) of merger (within ProBank Austin to the meaning effect that, as of the Illinois Corporate Law) contained in this Agreement date of such opinion, and the transactions contemplated by this Agreement, including the Merger, be submitted based upon and subject to the shareholders factors, assumptions, and limitations set forth therein, the Merger Consideration is fair, from a financial point of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof)view, and, except for the adoption and approval of this Agreement by the affirmative vote of to the holders of two-thirds CUB Common (the “CUB Fairness Opinion”). Except as provided in Section 2.02(a) of the outstanding shares of Heartland CommonCUB Disclosure Schedule, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing nothing in the Articles of Incorporation or Bylaws of HeartlandCUB, as amended, or the Articles of Incorporation or Bylaws of Citizens Union, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it CUB or any of its subsidiaries are Citizens Union is bound or subject subject, would prohibit CUB or inhibit Heartland Citizens Union from consummating consummating, or would be violated or breached by CUB’s or Citizens Union’s consummation of, this Agreement Agreement, the Holding Company Merger or the Bank Merger and the Merger other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland CUB and Citizens Union and constitutes a legal, valid and binding obligation of HeartlandCUB and Citizens Union, enforceable against Heartland CUB and Citizens Union in accordance with its respective terms. Heartland and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Association, except as the case enforceability may bebe limited by applicable bankruptcy, Bylawsinsolvency, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other commitment or any other agreement or arrangement (however evidenced), whether written or oralreorganization, and there has not occurred any event thatsimilar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. No corporate acts or proceedings, with other than those already taken and the lapse approval of time the Holding Company Merger by the holders of a majority of the outstanding shares of CUB Common and the Bank Merger by CUB as sole shareholder of Citizens Union, are required by law to be taken by CUB or giving Citizens Union to authorize the execution, delivery and performance of notice or both, would constitute such a default or violationthis Agreement.