Common use of Authorization of Plan of Merger Clause in Contracts

Authorization of Plan of Merger. Each of Purchaser and Merger Sub has the requisite corporate or company power, as applicable, and authority to execute and deliver this Plan of Merger, to perform its respective obligations hereunder, and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Board of Directors and the sole member of Merger Sub. No other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by Company) constitutes valid and binding obligations of, each of Purchaser and Merger Sub and is enforceable against each of Purchaser and Merger Sub in accordance with its terms, except to the extent that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' rights generally and (b) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Company has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of Merger, to perform its respective obligations hereunderhereunder and, and subject to the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote to approve the Plan of Merger (the "Company Shareholder Approval"), to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, at a meeting duly called and held, by the Purchaser Company Board of Directors. The Company Board of Directors at such meeting has unanimously (a) determined that the terms of this Plan of Merger are advisable, fair to and in the best interests of Company and the sole member Company Shareholders, and (b) adopted this Plan of Merger, approved and authorized the transactions contemplated by this Plan of Merger Suband, subject to Section 5.3.5, resolved to recommend approval by the Company Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation, the "Company Board Recommendation") and (c) directed this Plan of Merger and the Merger be submitted to the Company Shareholders for approval. No Except for the Company Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Company are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyPurchaser and Merger Sub) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Company and is enforceable against each of Purchaser and Merger Sub Company in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Company has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of MergerMerger and, subject to perform its respective obligations hereunderthe affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote to approve the Plan of Merger (the "Company Shareholder Approval"), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Company Board of Directors. The Company Board of Directors has (a) determined that the terms of this Plan of Merger are fair to and in the best interests of Company and the sole member Company Shareholders, and (b) adopted this Plan of Merger, authorized the transactions contemplated by this Plan of Merger Suband, subject to Section 5.3.5, resolved to recommend approval by the Company Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation, the "Company Board Recommendation"). No Except for the Company Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Company are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyPurchaser) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Company and is enforceable against each of Purchaser and Merger Sub Company in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Company has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of MergerMerger and, subject to perform its respective obligations hereunderthe affirmative vote of the holders of at least two-thirds of the outstanding shares of Company Common Stock entitled to vote to approve the Plan of Merger (the “Company Shareholder Approval”), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Company Board of Directors. The Company Board of Directors has (a) determined that the terms of this Plan of Merger are in compliance with all applicable Laws and in the best interests of Company and the sole member Company Shareholders, and (b) adopted this Plan of Merger, authorized the transactions contemplated by this Plan of Merger Suband resolved to recommend approval by the Company Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation, the “Company Board Recommendation”) by an affirmative vote of at least two-thirds of the entire Company Board of Directors, including at least one director of each class of the Company Board of Directors. No Except for the Company Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Company are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyPurchaser) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Company and is enforceable against each of Purchaser and Merger Sub Company in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' ’ rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Mercantile has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of Merger, and subject to perform its respective obligations hereunderthe affirmative vote of the holders of at least a majority of the outstanding shares of Mercantile Common Stock entitled to vote to approve this Plan of Merger and the affirmative vote of at least a majority of the votes cast by the holders of shares of Mercantile Common Stock entitled to vote to approve the issuance of shares of Mercantile Common Stock constituting the Merger Consideration (the “Mercantile Shareholder Approval”), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Mercantile Board of Directors. The Mercantile Board of Directors has (a) determined that the terms of this Plan of Merger are fair to and in the best interests of Mercantile and the sole member Mercantile Shareholders, and (b) adopted this Plan of Merger Suband authorized the transactions contemplated by this Plan of Merger and resolved to recommend approval by the Mercantile Shareholders of this Plan of Merger and the transactions contemplated by it and the issuance of shares of Mercantile Common Stock constituting the Merger Consideration (such recommendation, the “Mercantile Board Recommendation”). No Except for the Mercantile Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Mercantile are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyFirstbank) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Mercantile and is enforceable against each of Purchaser and Merger Sub Mercantile in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors' ’ rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Firstbank has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of Merger, and subject to perform its respective obligations hereunderthe affirmative vote of the holders of at least a majority of the outstanding shares of Firstbank Common Stock entitled to vote to approve the Plan of Merger (the “Firstbank Shareholder Approval”), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Firstbank Board of Directors. The Firstbank Board of Directors has (a) determined that the terms of this Plan of Merger are fair to and in the best interests of Firstbank and the sole member Firstbank Shareholders, and (b) adopted this Plan of Merger Suband authorized the transactions contemplated by this Plan of Merger and resolved to recommend approval by the Firstbank Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation, the “Firstbank Board Recommendation”). No This Plan of Merger is a memorandum of understanding within the meaning of Article X(B) of Firstbank’s articles of incorporation and it has been approved by the Firstbank Board of Directors pursuant to and in accordance with Article X(B) of Firstbank’s articles of incorporation. Except for the Firstbank Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Firstbank are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyMercantile) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Firstbank and is enforceable against each of Purchaser and Merger Sub Firstbank in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors' ’ rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of Merger, to perform its respective obligations hereunder, Merger and to consummate the transactions contemplated by this Plan of Merger. This The Purchaser Board of Directors has (a) determined that the terms of this Plan of Merger has been duly adoptedare in the best interests of Purchaser and Purchaser’s shareholders, and the consummation (b) adopted this Plan of the Merger and authorized the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Board of Directors and the sole member of Merger SubMerger. No other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by Company) constitutes valid and binding obligations of, each of Purchaser and Merger Sub and is enforceable against each of Purchaser and Merger Sub in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' ’ rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable. Purchaser will have sufficient cash to pay the aggregate payment in lieu of any fractional shares pursuant to Section 2.7 and payment of any dividends or other distributions payable pursuant to Section 2.4 at the Effective Time.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Company has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of MergerMerger and, subject to perform its respective obligations hereunderthe affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote to approve the Plan of Merger (the "Company Shareholder Approval"), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Company Board of Directors. The Company Board of Directors has (a) determined that the terms of this Plan of Merger are fair to and in the best interests of Company and the sole member Company Shareholders, and (b) adopted this Plan of Merger, authorized the transactions contemplated by this Plan of Merger Suband resolved to recommend approval by the Company Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation, the "Company Board Recommendation"). No Except for the Company Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Company are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyPurchaser) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Company and is enforceable against each of Purchaser and Merger Sub Company in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors' rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Firstbank has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of Merger, and subject to perform its respective obligations hereunderthe affirmative vote of the holders of at least a majority of the outstanding shares of Firstbank Common Stock entitled to vote to approve the Plan of Merger (the "Firstbank Shareholder Approval"), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Firstbank Board of Directors. The Firstbank Board of Directors has (a) determined that the terms of this Plan of Merger are fair to and in the best interests of Firstbank and the sole member Firstbank Shareholders, and (b) adopted this Plan of Merger Suband authorized the transactions contemplated by this Plan of Merger and resolved to recommend approval by the Firstbank Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation, the "Firstbank Board Recommendation"). No This Plan of Merger is a memorandum of understanding within the meaning of Article X(B) of Firstbank’s articles of incorporation and it has been approved by the Firstbank Board of Directors pursuant to and in accordance with Article X(B) of Firstbank’s articles of incorporation. Except for the Firstbank Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Firstbank are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyMercantile) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Firstbank and is enforceable against each of Purchaser and Merger Sub Firstbank in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors' rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub CBC has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of Merger, and subject to perform its respective obligations hereunderthe affirmative vote of the holders of a majority of the outstanding shares of CBC Common Stock to approve the Plan of Merger (the "CBC Shareholder Approval"), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser CBC Board of Directors. The CBC Board of Directors has (a) determined that the terms of this Plan of Merger are fair to and in the best interests of CBC and the sole member CBC Shareholders, and (b) adopted this Plan of Merger Suband authorized the transactions contemplated by this Plan of Merger and, subject to Section 5.3, resolved to recommend approval by the CBC Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation, the "CBC Board Recommendation"). No Except for the CBC Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, CBC are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyChoiceOne) constitutes valid and binding obligations of, each of Purchaser and Merger Sub CBC and is enforceable against each of Purchaser and Merger Sub CBC in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors' rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Company has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of MergerMerger and, subject to perform its respective obligations hereunderthe affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote to approve the Plan of Merger (the “Company Shareholder Approval”), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Company Board of Directors. The Company Board of Directors has (a) determined that the terms of this Plan of Merger are fair to and in the best interests of Company and the sole member Company Shareholders, and (b) adopted this Plan of Merger, authorized the transactions contemplated by this Plan of Merger Suband, subject to Section 5.3.5, resolved to recommend approval by the Company Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation, the “Company Board Recommendation”). No Except for the Company Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Company are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyPurchaser) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Company and is enforceable against each of Purchaser and Merger Sub Company in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' ’ rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Company has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of MergerMerger and, subject to perform its respective obligations hereunderthe affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote to approve the Plan of Merger (the “Company Shareholder Approval”), and to consummate the transactions contemplated by this Plan of Merger. This The Company Board of Directors has unanimously (a) determined that the terms of this Plan of Merger has been duly adoptedare in substantial compliance with all applicable Laws and in the best interests of Company and the Company Shareholders, and (b) adopted this Plan of Merger, authorized the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorizedand, subject to Section 5.3.5, resolved to recommend approval by the Purchaser Company Shareholders of this Plan of Merger by an affirmative vote of at least two-thirds of the entire Company Board of Directors, including at least one director of each class of the Company Board of Directors and (such recommendation, the sole member of Merger Sub“Company Board Recommendation”). No Except for the Company Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Company are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyPurchaser) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Company and is enforceable against each of Purchaser and Merger Sub Company in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' ’ rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Mercantile has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of Merger, and subject to perform its respective obligations hereunderthe affirmative vote of the holders of at least a majority of the outstanding shares of Mercantile Common Stock entitled to vote to approve this Plan of Merger and the affirmative vote of at least a majority of the votes cast by the holders of shares of Mercantile Common Stock entitled to vote to approve the issuance of shares of Mercantile Common Stock constituting the Merger Consideration (the "Mercantile Shareholder Approval"), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Mercantile Board of Directors. The Mercantile Board of Directors has (a) determined that the terms of this Plan of Merger are fair to and in the best interests of Mercantile and the sole member Mercantile Shareholders, and (b) adopted this Plan of Merger Suband authorized the transactions contemplated by this Plan of Merger and resolved to recommend approval by the Mercantile Shareholders of this Plan of Merger and the transactions contemplated by it and the issuance of shares of Mercantile Common Stock constituting the Merger Consideration (such recommendation, the "Mercantile Board Recommendation"). No Except for the Mercantile Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Mercantile are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyFirstbank) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Mercantile and is enforceable against each of Purchaser and Merger Sub Mercantile in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors' rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub ChoiceOne has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of Merger, and subject to perform its respective obligations hereunderthe affirmative vote of the holders of a majority of the outstanding shares of ChoiceOne Common Stock to approve this Plan of Merger and the affirmative vote of a majority of the votes cast by the holders of shares of ChoiceOne Common Stock entitled to vote to approve the Increase in Common Stock (the "ChoiceOne Shareholder Approval"), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser ChoiceOne Board of Directors. The ChoiceOne Board of Directors has (a) determined that the terms of this Plan of Merger (including the Increase in Common Stock) are fair to and in the best interests of ChoiceOne and the sole member ChoiceOne Shareholders, and (b) adopted this Plan of Merger Suband authorized the transactions contemplated by this Plan of Merger and, subject to Section 5.4, resolved to recommend approval by the ChoiceOne Shareholders of this Plan of Merger and the Increase in Common Stock (such recommendation, the "ChoiceOne Board Recommendation"). No Except for the ChoiceOne Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, ChoiceOne are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyCBC) constitutes valid and binding obligations of, each of Purchaser and Merger Sub ChoiceOne and is enforceable against each of Purchaser and Merger Sub ChoiceOne in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors' rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Company has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of Merger, and subject to perform its respective obligations hereunderthe affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote to approve the Plan of Merger (the "Company Shareholder Approval"), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Company Board of Directors, by a vote of not less than 50% of the entire Company Board of Directors and not less than 50% of the sole member Continuing Directors (as that term is defined in Company's articles of incorporation). The Company Board of Directors, by a vote of not less than 50% of the entire Company Board of Directors and not less than 50% of the Continuing Directors (as that term is defined in Company's articles of incorporation), has (a) determined that the terms of this Plan of Merger Subare fair to and in the best interests of Company and the Company Shareholders, and (b) adopted this Plan of Merger and authorized the transactions contemplated by this Plan of Merger and, subject to Section 5.3, resolved to recommend approval by the Company Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation, the "Company Board Recommendation"). No Except for the Company Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Company are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyPurchaser) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Company and is enforceable against each of Purchaser and Merger Sub Company in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors' rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

Authorization of Plan of Merger. Each of Purchaser and Merger Sub Company has the requisite corporate or company power, as applicable, power and authority to execute and deliver this Plan of MergerMerger and, subject to perform its respective obligations hereunderthe affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote to approve the Plan of Merger (the “Company Shareholder Approval”), and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the Purchaser Company Board of Directors. The Company Board of Directors has (a) determined that the terms of this Plan of Merger are fair to and in the best interests of Company and the sole member Company Shareholders, and (b) adopted this Plan of Merger, authorized the transactions contemplated by this Plan of Merger Suband resolved to recommend approval by the Company Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation, the “Company Board Recommendation”). No Except for the Company Shareholder Approval, no other corporate or company proceedings on the part of Purchaser or Merger Sub, as applicable, Company are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CompanyPurchaser) constitutes valid and binding obligations of, each of Purchaser and Merger Sub Company and is enforceable against each of Purchaser and Merger Sub Company in accordance with its terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors' ’ rights generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorized by the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete the Merger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.