Common use of Authorized and Effective Agreement; Consents and Approvals Clause in Contracts

Authorized and Effective Agreement; Consents and Approvals. (a) Each of WBI and the Bank has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and (subject to receipt of all necessary governmental approvals) to perform all of its obligations under this Agreement and each of the other Transaction Documents. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Boards of Directors of WBI and the Bank, other than the receipt of shareholder approval contemplated by Section 6.6. This Agreement has been duly and validly executed and delivered by WBI and the Bank, and each other Transaction Document to which WBI and the Bank is party will be duly and validly executed and delivered at Closing and, subject to obtaining the requisite approval by the shareholders of WBI, constitutes or will constitute legal, valid and binding obligations of WBI and the Bank which are enforceable against WBI and the Bank in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement or the other Transaction Documents by WBI and the Bank nor the consummation by WBI and the Bank of the transactions contemplated hereby or thereby in accordance with the terms hereof nor compliance by WBI and the Bank with any of the terms or provisions hereof or thereof will (i) violate any provision of the certificate of incorporation or bylaws of WBI or the Bank; (ii) assuming that the consents and approvals set forth herein are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to either WBI or the Bank or any of its properties or assets; (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of WBI or the Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which WBI or the Bank is a party, or by which any of its properties or assets may be bound or affected; or (iv) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any agreement to which WBI or the Bank or, to the Knowledge of the Bank, the shareholders of WBI are parties or to which any WBI Common Stock or Bank Common Stock is subject. Except for consents and approvals of or filings or registrations with or notices to the FRB and the OSBD, no consents or approvals of or filings or registrations with or notices to any Governmental Entity or other Person are required on behalf of WBI or the Bank in connection with (i) the execution and delivery of this Agreement or any other Transaction Document by WBI or the Bank, or (ii) the consummation by WBI and the Bank of the transactions contemplated hereby.

Authorized and Effective Agreement; Consents and Approvals. (a) Each of WBI and the Bank BSVN has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and (subject to receipt of all necessary governmental approvals) to perform all of its obligations under this Agreement and each of the other Transaction Documents. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Boards of Directors of WBI and the Bank, other than the receipt of shareholder approval contemplated by Section 6.6BSVN. This Agreement has been duly and validly executed and delivered by WBI and the Bank, BSVN (and each other Transaction Document to which WBI and the Bank such Person is party will be duly and validly executed and delivered at Closing and, subject to obtaining the requisite approval by the shareholders of WBI, Closing) and constitutes (or will constitute constitute) legal, valid and binding obligations of WBI and the Bank BSVN which are enforceable against WBI and the Bank BSVN in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (b) Neither None of the execution and delivery of this Agreement or the other Transaction Documents by WBI and the Bank nor BSVN, the consummation by WBI and the Bank BSVN of the transactions contemplated hereby or thereby in accordance with the terms hereof nor or thereof, or compliance by WBI and the Bank BSVN with any of the terms or provisions hereof or thereof thereof, will (i) violate any provision of the certificate of incorporation or bylaws of WBI or the Bank; BSVN, (ii) assuming that the consents and approvals set forth herein are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to either WBI or the Bank BSVN or any of its properties or assets; , (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in the creation of any lien, security BSVN interest, charge or other encumbrance upon any of the properties or assets of WBI or the Bank BSVN under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which WBI or the Bank BSVN is a party, or by which any of its properties or assets may be bound or affected; , or (iv) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any agreement to which WBI BSVN is a party, except, with respect to (ii), (iii) and (iv) above, such as individually or in the Bank or, aggregate would not reasonably be expected to materially prevent or delay the Knowledge consummation of the Bank, the shareholders of WBI are parties or to which any WBI Common Stock or Bank Common Stock is subjecttransactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the FRB and the OSBDOSBD or filings with Federal or state securities regulators pertaining to issuance of securities, no consents or approvals of or filings or registrations with or notices to any Governmental Entity federal, state, municipal or other Person governmental or regulatory commission, board, agency or non-governmental third party are required on behalf of WBI or the Bank BSVN in connection with (ia) the execution and delivery of this Agreement or any other Transaction Document by WBI or the Bank, or BSVN and (iib) the consummation completion by WBI BSVN of the transactions contemplated hereby or thereby. As of the date of this Agreement, BSVN has no reason to believe that it will not receive regulatory approval of the transactions contemplated hereby and has no knowledge of any facts that would result in a material delay in the Bank ability of BSVN to consummate the transactions contemplated hereby.

Authorized and Effective Agreement; Consents and Approvals. (a) Each of WBI Bear State and the Bank has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which each is or will be a party and (subject to receipt of all necessary governmental approvalsapprovals and the expiration of all applicable waiting periods) to perform all of its obligations under this Agreement and each of the other Transaction Documents. The execution and delivery of this Agreement and each of the other Transaction Documents Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Boards of Directors of WBI Bear State and the Bank, other than the receipt of the shareholder approval contemplated by Section 6.67.2. This Agreement has and each of the other Transaction Documents executed at this time to which Bear State and the Bank are parties have been duly and validly executed and delivered by WBI and the Bank, and each other Transaction Document to which WBI Bear State and the Bank is party will be duly and validly executed and delivered at Closing and, subject to obtaining the requisite approval by the shareholders of WBI, constitutes or will constitute legal, valid and binding obligations of WBI Bear State and the Bank which are enforceable against WBI Bear State and the Bank in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (b) Neither Except as set forth on Schedule 4.4(b) of the Bear State Disclosure Schedule, neither the execution and delivery of this Agreement or the other Transaction Documents by WBI Bear State and the Bank Bank, nor the consummation by WBI and the Bank of the transactions contemplated hereby or thereby in accordance with the terms hereof nor compliance by WBI Bear State and the Bank with any of the terms or provisions hereof or thereof thereof, will (i) violate any provision of the certificate articles of incorporation or bylaws of WBI Bear State or the Bank; , (ii) assuming that the consents and approvals set forth herein are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to either WBI Bear State or the Bank or any of its their respective properties or assets; , (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of WBI Bear State or the Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which WBI Bear State or the Bank is a party, or by which any of its their respective properties or assets may be bound or affected; , or (iv) violate, conflict with, result in a breach of any provisions provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any agreement to which WBI Bear State or the Bank or, to the Knowledge of the BankBear State, the shareholders any shareholder of WBI are parties Bear State is a party or to which any WBI Common Stock or Bank Bear State Common Stock is subject. ; except with respect to items (iii) and (iv), only to the extent such would not reasonably be expected to have a Material Adverse Effect. (c) Except for (i) consents and approvals of or filings or registrations with or notices to the FRB and the OSBDASBD, (ii) the approval of this Agreement and the Merger by the requisite vote of shareholders of Bear State, (iii) the filing of the Articles of Merger with the Arkansas Secretary of State pursuant to the ABCA, and (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any federal or state securities (or related) Laws or the listing requirements of any applicable securities exchange, no consents or approvals of or filings or registrations with or notices to any Governmental Entity or other Person are required on behalf of WBI Bear State or the Bank in connection with (iA) the execution and delivery of this Agreement or any other Transaction Document by WBI Bear State or the Bank, or (iiB) the consummation by WBI Bear State and the Bank of the transactions contemplated herebyhereby or thereby.

Authorized and Effective Agreement; Consents and Approvals. (a) Each of WBI BYL and the BYL Bank has have all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and (subject to receipt of all necessary governmental approvalsapprovals and the approval of BYL's shareholders of this Agreement) to perform all of its their obligations under this Agreement and each of the other Transaction DocumentsAgreement. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Boards of Directors of WBI BYL and the BYL Bank, other than except for the receipt approval of shareholder approval contemplated this Agreement by Section 6.6BYL's shareholders. This Agreement has been duly and validly executed and delivered by WBI BYL and the Bank, BYL Bank and each other Transaction Document to which WBI and the Bank is party will be duly and validly executed and delivered at Closing and, subject to obtaining the requisite approval by the shareholders of WBI, constitutes or will constitute legal, valid and binding obligations of WBI BYL and the BYL Bank which are enforceable against WBI BYL and the BYL Bank in accordance with their respective its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (b) Neither Subject to the approval of this Agreement by the stockholders of BYL, BYL has full corporate power and authority to execute and deliver the Agreement of Merger and to consummate the transactions contemplated thereby in accordance with the terms thereof. The execution and delivery of the Agreement of Merger by BYL and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of BYL. The Agreement of Merger, upon its execution and delivery by BYL, will constitute a valid and binding obligation of BYL, enforceable against it in accordance with and subject to its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (c) None of the execution and delivery of this Agreement or by BYL and BYL Bank, the other Transaction Documents execution and delivery of the Agreement of Merger by WBI and the Bank nor BYL, the consummation by WBI BYL and the BYL Bank of the transactions contemplated hereby or thereby in accordance with the terms hereof nor hereof, the consummation by BYL of the transactions contemplated by the Agreement of Merger in accordance with the terms thereof, compliance by WBI BYL and the BYL Bank with any of the terms or provisions hereof or thereof compliance by BYL with any terms or provisions of the Agreement of Merger, will (i) violate any provision of the certificate Articles of incorporation Incorporation or bylaws Bylaws of WBI BYL or the BYL Bank; (ii) assuming that the consents and approvals set forth herein are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to either WBI BYL or the BYL Bank or any of its their respective properties or assets; , or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of WBI BYL or the BYL Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which WBI BYL or the BYL Bank is are a party, or by which any of its their respective properties or assets may be bound or affected; or (iv) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event whichexcept, with notice respect to (ii) and (iii) above, such as individually or lapse of time, in the aggregate will not have a Material Adverse Effect and which will not prevent or both, would constitute a default) under any agreement to which WBI or delay the Bank or, to the Knowledge consummation of the Bank, the shareholders of WBI are parties or to which any WBI Common Stock or Bank Common Stock is subjecttransactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the FRB FRB, the FDIC, the Department, the OTS, the Secretary of State of the State of Delaware, the Secretary of State of the State of California and the OSBDstockholders of BYL, no consents or approvals of or filings or registrations with or notices to any Governmental Entity or other Person are required on behalf of WBI BYL or the BYL Bank in connection with (ia) the execution and delivery of this Agreement or any other Transaction Document by WBI BYL and BYL Bank or the Bankexecution and delivery of the Agreement of Merger by BYL, or and (iib) the consummation completion by WBI BYL and the BYL Bank of the transactions contemplated herebyhereby or the completion by BYL of the transactions contemplated by the Agreement of Merger. (d) Except as Previously Disclosed, as of the date hereof, neither BYL nor BYL Bank is aware of any reasons relating to BYL or BYL Bank why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement as shall be necessary for consummation of the transactions contemplated by this Agreement.

Authorized and Effective Agreement; Consents and Approvals. (a) Each of WBI Arvest and the Bank Acquisition has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and (subject to receipt of all necessary governmental approvals) to perform all of its obligations under this Agreement and each of the other Transaction DocumentsDocuments to which it is a party. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Boards of Directors of WBI Arvest and the Bank, other than the receipt of shareholder approval contemplated by Section 6.6Acquisition. This Agreement has been duly and validly executed and delivered by WBI each of Arvest and the Bank, Acquisition (and each other Transaction Document to which WBI and the Bank such Person is a party will be duly and validly executed and delivered at Closing and, subject to obtaining the requisite approval by the shareholders of WBI, Closing) and constitutes (or will constitute constitute) legal, valid and binding obligations of WBI each of Arvest and the Bank Acquisition which are enforceable against WBI Arvest and the Bank Acquisition in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (b) Neither None of the execution and delivery of this Agreement or the other Transaction Documents by WBI and the Bank nor Arvest or Acquisition, the consummation by WBI and the Bank Arvest or Acquisition of the transactions by Arvest or Acquisition contemplated hereby or thereby in accordance with the terms hereof nor or thereof, or compliance by WBI and the Bank Arvest or Acquisition with any of the terms or provisions hereof or thereof thereof, will (i) violate any provision of the certificate articles of incorporation or bylaws of WBI Arvest or the Bank; Acquisition, (ii) assuming that the consents and approvals set forth herein are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to either WBI Arvest or the Bank Acquisition or any of its their respective properties or assets; , or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of WBI Arvest or the Bank Acquisition under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which WBI Arvest or the Bank Acquisition is a party, or by which any of its properties or assets may be bound or affected; or (iv) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event whichexcept, with notice respect to (ii) and (iii) above, such as individually or lapse of time, in the aggregate would not reasonably be expected to materially prevent or both, would constitute a default) under any agreement to which WBI or delay the Bank or, to the Knowledge consummation of the Bank, the shareholders of WBI are parties or to which any WBI Common Stock or Bank Common Stock is subject. transactions contemplated hereby. (c) Except for (i) consents and approvals of or filings or registrations with or notices to the FRB and the OSBDASBD, (ii) the filing of the Articles of Merger with the Arkansas Secretary of State pursuant to the ABCA, and (iii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any federal and state securities (or related) Laws, no consents or approvals of or filings or registrations with or notices to any Governmental Entity federal, state, municipal or other Person governmental or regulatory commission, board, agency or non-governmental third party are required on behalf of WBI Arvest or the Bank Acquisition in connection with (iA) the execution and delivery of this Agreement or any other Transaction Document by WBI Arvest or the BankAcquisition, or (iiB) the consummation completion by WBI and the Bank Arvest or Acquisition of the transactions contemplated herebyhereby or thereby.