Common use of Authorization of Merger and Related Transactions Clause in Contracts

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnited, including approval of the Merger by its Board of Directors. Stockholder approval is not required. This Agreement, subject to any requisite regulatory approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnited, enforceable against BankUnited in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Neither the execution and delivery of this Agreement by BankUnited, nor the consummation by BankUnited of the transactions contemplated hereby nor compliance by BankUnited with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnited's articles of incorporation or bylaws or (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon any property or assets of any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTS, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body or authority is necessary for the consummation by Central of the Merger and the other transactions contemplated in this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedConsumers, including approval of the Merger by its Board of Directors. Stockholder , subject to the approval is not requiredof the stockholders of Consumers with respect to the Merger to the extent required by the applicable law. This Agreement, subject to any requisite regulatory and stockholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedConsumers, enforceable against BankUnited Consumers in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Neither Except as set forth in Section 5.04 of the Consumers Disclosure Schedule, neither the execution and delivery of this Agreement by BankUnitedConsumers, nor the consummation by BankUnited Consumers of the transactions contemplated hereby or thereby nor compliance by BankUnited Consumers with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of BankUnited's articles Consumers' Articles of incorporation Incorporation or bylaws or (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of any of BankUnited Consumers or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, subject and that would, would individually or in any such event, the aggregate have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby Effect, or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited Consumers or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate corporate, banking and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTS, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body or authority is necessary for the consummation by Central Consumers of the Merger and the other transactions contemplated in this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedthe Company, including unanimous approval of the Merger by its Board the Company Board, subject to the approval of Directorsthe Merger by the stockholders of the Company to the extent required by applicable law. Stockholder The only stockholder approval required for the approval of the Merger is not requiredthe approval of two-thirds of the outstanding shares of Company Common Stock. The Company Specified Stockholders beneficially own, and have the right to vote, 32.64% of the total issued and outstanding shares of the Company Common Stock. This Agreement, subject to any requisite regulatory stockholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedthe Company, enforceable against BankUnited the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither Except as set forth in Section 5.04 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by BankUnitedthe Company, nor the consummation by BankUnited the Company of the transactions contemplated hereby nor compliance by BankUnited the Company with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnited's the certificate or articles of incorporation or bylaws of the Company or the comparable documents of any of its Subsidiaries, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of the Company or any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby subject or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited the Company or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTSCommissioner, the OCC, the FDIC, or the Federal Reserve Board and the filing of articles of merger in accordance with the TBCA, all of which must be obtained by Sterling, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body governmental body, authority or authority other Person is necessary for the consummation by Central the Company of the Merger Merger, the resulting change of control of its Subsidiaries, and the other transactions contemplated in by this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedthe Company, including unanimous approval of the Merger by its Board the Company Board, subject to the approval of Directorsthe Merger by the shareholders of the Company to the extent required by applicable law. Stockholder The only shareholder approval required for the approval of the Merger is not requiredthe approval of two-thirds of the outstanding shares of Company Common Stock. This Agreement, subject to any requisite regulatory shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedthe Company, enforceable against BankUnited the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither the execution and delivery of this Agreement by BankUnitedthe Company, nor the consummation by BankUnited the Company of the transactions contemplated hereby nor compliance by BankUnited the Company with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnited's articles the Articles of incorporation Incorporation or bylaws of the Company or the comparable documents of any of its Subsidiaries, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of the Company or any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby subject or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited the Company or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTSCommissioner, the FDIC, or the Federal Reserve Board and the filing of articles of merger in accordance with the TBCA, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body governmental body, authority or authority other Person is necessary for the consummation by Central the Company of the Merger Merger, the resulting change of control of its Subsidiaries, and the other transactions contemplated in by this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedthe Company, including unanimous approval of the Merger by its Board the Company Board, subject to the approval of Directorsthe Merger by the shareholders of the Company to the extent required by applicable law. Stockholder The only shareholder approval required for the approval of the Merger is not requiredthe approval of a two-thirds of the outstanding shares of Company Common Stock. This Agreement, subject to any requisite regulatory shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedthe Company, enforceable against BankUnited the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither the execution and delivery of this Agreement by BankUnitedthe Company, nor the consummation by BankUnited the Company of the transactions contemplated hereby nor compliance by BankUnited the Company with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnited's articles the Articles of incorporation Incorporation or bylaws of the Company or the comparable documents of any of its Subsidiaries, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of the Company or any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby subject or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 9.1 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited the Company or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from (A) the OTSCommissioner, the OCC, the FDIC, the Federal Reserve Board or other applicable governmental authority, and (B) any Persons described in Section 5.4 of the Company Disclosure Memorandum, and (ii) the filing of articles and certificates of merger in accordance with the TBCA and the TBOC, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body governmental body, authority or authority any other Person is necessary for the consummation by Central the Company of the Merger Merger, the resulting change of control of its Subsidiaries, and the other transactions contemplated in by this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedthe Company, including unanimous approval of the Merger by its Board the Company Board, subject to the approval of Directorsthe Merger by the shareholders of the Company to the extent required by applicable law. Stockholder The only shareholder approval required for the approval of the Merger is not requiredthe approval of two-thirds of the outstanding shares of Company Common Stock. This Agreement, subject to any requisite regulatory shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedthe Company, enforceable against BankUnited the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither the execution and delivery of this Agreement by BankUnitedthe Company, nor the consummation by BankUnited the Company of the transactions contemplated hereby nor compliance by BankUnited the Company with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnited's articles the Articles of incorporation Incorporation or bylaws of the Company or the comparable documents of any of its Subsidiaries, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of the Company or any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby subject or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 9.1 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited the Company or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from (A) the OTSCommissioner, the FDIC, the Federal Reserve Board or other applicable governmental authority, and (B) the Persons described in Section 5.4 of the Company Disclosure Memorandum, and (ii) the filing of articles and certificates of merger in accordance with the TBCA, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body governmental body, authority or authority any other Person is necessary for the consummation by Central the Company of the Merger Merger, the resulting change of control of its Subsidiaries, and the other transactions contemplated in by this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedUnion, including approval of the Merger by its Board of Directors. Stockholder , subject to the approval is not requiredof the shareholders of Union with respect to the Merger to the extent required by applicable law. This Agreement, subject to any requisite regulatory shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedUnion, enforceable against BankUnited Union in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither Except as set forth in SECTION 5.04(B) OF THE UNION DISCLOSURE SCHEDULE, neither the execution and delivery of this Agreement by BankUnitedUnion, nor the consummation by BankUnited Union of the transactions contemplated hereby nor compliance by BankUnited Union with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnitedUnion's articles Articles of incorporation Incorporation or bylaws or bylaws, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of any of BankUnited Union or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby Effect, or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 SECTIONS 9.01(A) and 9.01(B) of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited Union or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying or compliance with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS FDIC promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTSFederal Reserve Board, the FDIC, or the Commission, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body or authority is necessary for the consummation by Central Union of the Merger and the other transactions contemplated in this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedthe Bank, including unanimous approval of the Merger by its Board the Bank Board, subject to the approval of Directorsthe Merger by the shareholders of the Bank to the extent required by applicable law. Stockholder The only shareholder approval required for the approval of the Merger is not requiredthe approval of two-thirds of the outstanding shares of Bank Common Stock. This Agreement, subject to any requisite regulatory shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedthe Bank, enforceable against BankUnited the Bank in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither Except as set forth in Section 5.4 of the Bank Disclosure Schedule, neither the execution and delivery of this Agreement by BankUnitedthe Bank, nor the consummation by BankUnited the Bank of the transactions contemplated hereby nor compliance by BankUnited the Bank with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnited's the articles of incorporation association or bylaws of the Bank or the comparable documents of any of its Subsidiaries, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of the Bank or any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby subject or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 9.1 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited the Bank or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities lawsApprovals or exemptions required from (A) the Commissioner, the Securities ActFDIC, the Exchange Act, Federal Reserve Board or other applicable Regulatory Authority and the rules and regulations (B) any Person described in Section 5.4 of the SEC or the OTS promulgated thereunder (the "Securities Laws")Bank Disclosure Schedule, and (ii) consents, authorizations, approvals or exemptions required from the OTSfiling of articles and certificates of merger in accordance with the TFC and the TBCA, no notice to, filing with, authorization of, exemption by, by or consent or approval Approval of any public body Regulatory Authority or authority any other Person is necessary for the consummation by Central the Bank of the Merger Merger, the resulting change of control of its Subsidiaries, and the other transactions contemplated in by this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedthe Company, including unanimous approval of the Merger by its Board the Company Board, subject to the approval of Directorsthe Merger by the shareholders of the Company to the extent required by applicable law. Stockholder The only shareholder approval required for the approval of the Merger is not requiredthe approval of a majority of the outstanding shares of Company Common Stock. This Agreement, subject to any requisite regulatory shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedthe Company, enforceable against BankUnited the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither the execution and delivery of this Agreement by BankUnitedthe Company, nor the consummation by BankUnited the Company of the transactions contemplated hereby nor compliance by BankUnited the Company with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnited's articles the Articles of incorporation Incorporation or bylaws of the Company or the comparable documents of any of its Subsidiaries, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of the Company or any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby subject or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited the Company or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from (A) the OTSCommissioner, the FDIC, the Federal Reserve Board or other applicable governmental authority, and (B) the Persons described in Section 5.04 of the Company Disclosure Schedule, and (ii) the filing of articles and certificates of merger in accordance with the DGCL and the TBCA, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body governmental body, authority or authority any other Person is necessary for the consummation by Central the Company of the Merger Merger, the resulting change of control of its Subsidiaries, and the other transactions contemplated in by this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnited, including approval of the Merger by its Board of Directors. Stockholder approval is not required. This Agreement, subject to any requisite regulatory approval hereof with respect to the Merger and the Subsidiaries Merger, represents a valid and legally binding obligation of BankUnited, enforceable against BankUnited in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Neither the execution and delivery of this Agreement by BankUnited, nor the consummation by BankUnited of the transactions contemplated hereby or thereby nor compliance by BankUnited with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of BankUnited's articles of incorporation or bylaws or (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, cancellation cancellation. or acceleration with respect to, or result in the creation of any Lien upon any property or assets of any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTS, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body or authority is necessary for the consummation by Central Consumers of the Merger and the other transactions contemplated in this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedthe Company, including unanimous approval of the Merger by its Board the Company Board, subject to the approval of Directorsthe Merger by the stockholders of the Company to the extent required by applicable law. Stockholder The only stockholder approval required for the approval of the Merger is not requiredthe approval of two-thirds of the outstanding shares of Company Common Stock voting as a single class. This Agreement, subject to any requisite regulatory stockholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedthe Company, enforceable against BankUnited the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither the execution and delivery of this Agreement by BankUnitedthe Company, nor the consummation by BankUnited the Company of the transactions contemplated hereby nor compliance by BankUnited the Company with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnitedthe Company's articles Articles of incorporation Incorporation or bylaws or bylaws, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of the Company or any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, subject and that wouldwould have, individually or in any such eventthe aggregate, have a Company Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited the Company or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTSCommissioner, the OCC, the FDIC, or the Federal Reserve Board and the filing of certificates or articles of merger in accordance with the DGCL and the TBCA, no notice to, filing with, authorization of, exemption by, or consent or approval of any public governmental body or authority is necessary for the consummation by Central the Company of the Merger and the other transactions contemplated in by this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedthe Company, including unanimous approval of the Merger by its Board the Company Board, subject to the approval of Directorsthe Merger by the shareholders of the Company to the extent required by applicable law. Stockholder The only shareholder approval required for the approval of the Merger is not requiredthe approval of two-thirds of the outstanding shares of Company Common Stock. This Agreement, subject to any requisite regulatory shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedthe Company, enforceable against BankUnited the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither the execution and delivery of this Agreement by BankUnitedthe Company, nor the consummation by BankUnited the Company of the transactions contemplated hereby nor compliance by BankUnited the Company with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnited's articles the Articles of incorporation Incorporation or bylaws of the Company or the comparable documents of any of its Subsidiaries, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of the Company or any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby subject or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 9.1 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited the Company or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from (A) the OTSCommissioner, the FDIC, the Federal Reserve Board or other applicable governmental authority, and (B) the Persons described in Section 5.4 of the Company Disclosure Memorandum, and (ii) the filing of articles of merger in accordance with the TBCA, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body governmental body, authority or authority any other Person is necessary for the consummation by Central the Company of the Merger Merger, the resulting change of control of its Subsidiaries, and the other transactions contemplated in by this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedCentral, including approval of the Merger by its Board of Directors. Stockholder , subject to the approval is not requiredof the stockholders of Central with respect to the Merger to the extent required by applicable law. This Agreement, subject to any requisite regulatory and stockholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedCentral, enforceable against BankUnited Central in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Neither Except as set forth in Section 5.04 of the Central Disclosure Schedule, neither the execution and delivery of this Agreement by BankUnitedCentral, nor the consummation by BankUnited Central of the transactions contemplated hereby nor compliance by BankUnited Central with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnitedCentral's articles Articles of incorporation Incorporation or bylaws or (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of any of BankUnited Central or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, subject and that would, would individually or in any such event, the aggregate have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby Effect, or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited Central or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTS, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body or authority is necessary for the consummation by Central of the Merger and the other transactions contemplated in this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedFirst Charter, including approval of the Merger and the issuance of First Charter Common Stock in connection therewith by its Board of Directors. Stockholder , subject to the approval is not requiredof the shareholders of First Charter with respect to the Merger to the extent required by applicable law. This Agreement, subject to any requisite regulatory shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedFirst Charter, enforceable against BankUnited First Charter in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither the execution and delivery of this Agreement by BankUnitedFirst Charter, nor the consummation by BankUnited First Charter of the transactions contemplated hereby nor compliance by BankUnited First Charter with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnitedFirst Charter's articles Articles of incorporation Incorporation or bylaws or bylaws, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of any of BankUnited First Charter or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect material adverse effect on BankUnited the Condition of First Charter and its Subsidiaries on a consolidated basis or the ability of First Charter to consummate the transactions contemplated hereby or thereby hereby, or (iii) subject to receipt of the requisite approvals referred to in Section SECTION 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited First Charter or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTS, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body or authority is necessary for the consummation by Central of the Merger and the other transactions contemplated in this Agreement.

Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnitedthe Company, including unanimous approval of the Merger by its Board the Company Board, subject to the approval of Directorsthe Merger by the stockholders of the Company to the extent required by applicable law. The only stockholder approval required for the approval of the Merger is the approval of two-thirds of the outstanding shares of Company Common Stock and Company Preferred Stock, voting as a single class. As of the date of this Agreement, the Company Specified Stockholder approval is not requiredbeneficially owns, and has the right to vote, 77.153% of the total issued and outstanding shares of the Company Common Stock and 100% of the total issued and outstanding shares of the Company Preferred Stock. This Agreement, subject to any requisite regulatory stockholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnitedthe Company, enforceable against BankUnited the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)the Remedies Exception. (b) Neither the execution and delivery of this Agreement by BankUnitedthe Company, nor the consummation by BankUnited the Company of the transactions contemplated hereby nor compliance by BankUnited the Company with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnited's the certificate or articles of incorporation or bylaws of the Company or the comparable documents of any of its Subsidiaries, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become 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 upon upon, any property or assets of the Company or any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby subject or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited the Company or any of its Subsidiaries or any of their properties or assets. (c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTSCommissioner, the OCC, the FDIC, or the Federal Reserve Board and the filing of articles of merger in accordance with the TBCA, no notice to, filing with, authorization of, exemption by, or consent or approval of any public body governmental body, authority or authority other Person is necessary for the consummation by Central the Company of the Merger Merger, the resulting change of control of its Subsidiaries, and the other transactions contemplated in by this Agreement.