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

Authorized and Effective Agreement; Consents and Approvals. (a) BancFirst 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 approvals from applicable Bank Regulators) to perform all of its obligations under this Agreement and each of the other Transaction Documents. The execution and delivery of this Agreement and 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 BancFirst. This Agreement has been duly and validly executed and delivered by BancFirst (and each other Transaction Document to which BancFirst is a party will be duly and validly executed and delivered at Closing) and constitutes (or will constitute) legal, valid and binding obligations of BancFirst which are enforceable against BancFirst 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) None of the execution and delivery of this Agreement or the other Transaction Documents by BancFirst, the consummation by BancFirst of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof, or compliance by BancFirst with any of the terms or provisions hereof or thereof, will (i) violate any provision of the certificate of incorporation or bylaws of BancFirst, (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 BancFirst 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 BancFirst 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 BancFirst is a party, or by which any of its properties or assets may be bound or affected, except, with respect to (ii), and (iii) above, such as individually or in the aggregate would not reasonably be expected to materially prevent or delay the consummation of the transactions contemplated hereby. (c) Except for (i) consents and approvals of or filings or registrations with or notices to the FRB and the TDB, (ii) the filing of the Certificate of Exchange with the Texas Secretary of State pursuant to the TBOC, (iii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO, the rules of the NASDAQ, or any other federal and state securities (or related) laws, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency or non-governmental third party are required on behalf of BancFirst in connection with (A) the execution and delivery of this Agreement or any other Transaction Document by BancFirst, or (B) the completion by BancFirst of the transactions contemplated hereby or thereby. BancFirst 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 prevent, or result in a material delay in the ability of, BancFirst to consummate the transactions contemplated hereby.

Authorized and Effective Agreement; Consents and Approvals. (a) BancFirst The Company 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 from applicable Bank Regulatorsand the approval of the Company's shareholders of this Agreement) to perform all of its obligations under this Agreement and each of the other Transaction DocumentsAgreement. The execution and delivery of this Agreement and 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 BancFirstthe Company, except for the approval of this Agreement by the Company's shareholders. This Agreement has been duly and validly executed and delivered by BancFirst (and each other Transaction Document to which BancFirst is a party will be duly and validly executed and delivered at Closing) the Company and constitutes (or will constitute) a legal, valid and binding obligations obligation of BancFirst the Company which are is enforceable against BancFirst the Company in accordance with their respective its terms, except subject, as limited by applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium insolvency and other laws of general applicability relating to 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 courtto general equity principles. (b) None of Neither the execution and delivery of this Agreement or the other Transaction Documents by BancFirstAgreement, the nor consummation by BancFirst of the transactions contemplated hereby or thereby in accordance with (including the terms hereof or thereofMerger and the Bank Merger), or nor compliance by BancFirst the Company with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the certificate of incorporation conflict with or bylaws of BancFirst, (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 BancFirst or any of its properties or assets, (iii) violate, conflict with, result in a breach of any provisions of the Articles of Incorporation or Bylaws of the Company or the equivalent documents of the Bank, (ii) except as Previously Disclosed, violate, conflict with 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 constitute a default) under, result in the termination ofor give rise to any right of termination, accelerate the performance required bycancellation or acceleration with respect to, or result in the creation of any lien, security interest, charge or other encumbrance upon any property or asset of the properties Company or assets of BancFirst under any of the termsBank pursuant to, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which BancFirst the Company or the Bank is a party, or by which any of its their respective properties or assets may be bound or affected, exceptor (iii) subject to receipt of all required governmental and shareholder approvals, with respect violate any law, rule or regulation or any judgment, decree, order, governmental permit or license applicable to the Company or the Bank, excluding from the foregoing clauses (ii), ) and (iii) aboveconflicts, such as breaches, defaults or violations which, either individually or in the aggregate aggregate, would not reasonably be expected to materially prevent or delay have a Material Adverse Effect on the consummation of the transactions contemplated herebyCompany. (c) Except for (i) consents the filing of applications and approvals of or filings or registrations with or notices to the FRB with, and the TDBconsents, approvals and waivers of, as applicable, the FRB, the OCC, the FDIC, the DOJ, the Superintendent and, if required, the Massachusetts Board, (ii) the filing approval of this Agreement by the requisite vote of the Certificate shareholders of Exchange with the Texas Secretary of State pursuant to the TBOCCompany, (iii) any consents, authorizations, approvals, filings or exemptions the filing of Articles of Merger with the Secretary of State of the State of Maine pursuant to the MBCA in connection with compliance with the rules Merger and regulations of any applicable SRO, (iv) the rules approval of the NASDAQBank Merger Agreement by the requisite vote of the Boards of Directors and shareholders of the Bank and PHB, and except for such filings, authorizations or any other federal and state securities (or related) lawsapprovals which are Previously Disclosed, no consents or approvals of or filings or registrations with any Governmental Entity or notices to with any federal, state, municipal or other governmental or regulatory commission, board, agency or non-governmental third party are required necessary on behalf the part of BancFirst the Company or the Bank in connection with (A1) the execution and delivery by the Company of this Agreement or any other Transaction Document by BancFirst, or (B) the completion by BancFirst of the transactions contemplated hereby or thereby. BancFirst has no reason to believe that it will not receive regulatory approval of and the transactions contemplated hereby and has no knowledge (2) the execution and delivery by the Bank of any facts that would prevent, or result in a material delay in the ability of, BancFirst to consummate Bank Merger Agreement and the consummation of the transactions contemplated herebythereby.

Authorized and Effective Agreement; Consents and Approvals. (a) BancFirst SWB 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 approvals from applicable Bank Regulators) to perform all of its obligations under this Agreement and each of the other Transaction Documents. The execution and delivery of this Agreement and 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 BancFirstSWB. This Agreement has been duly and validly executed and delivered by BancFirst SWB (and each other Transaction Document to which BancFirst SWB is a party will be duly and validly executed and delivered at Closing) and constitutes (or will constitute) legal, valid and binding obligations of BancFirst SWB which are enforceable against BancFirst SWB 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) None of the execution and delivery of this Agreement or the other Transaction Documents by BancFirstSWB, the consummation by BancFirst SWB of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof, or compliance by BancFirst SWB with any of the terms or provisions hereof or thereof, will (i) violate any provision of the certificate of incorporation or bylaws of BancFirstSWB, (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 BancFirst either SWB or any of its 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 BancFirst SWB 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 BancFirst SWB is a party, or by which any of its properties or assets may be bound or affected, except, with respect to (ii), ) and (iii) above, such as individually or in the aggregate would not reasonably be expected to materially prevent or delay the consummation of the transactions contemplated hereby.. Agreement and Plan of Reorganization (May 2015) (Final Execution Copy) (c) Except for (i) consents and approvals of or filings or registrations with or notices to (i) the FRB and the TDBOSBD, (ii) the filing with the SEC of the Proxy Materials and the Registration Statement in which the Proxy Materials will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (iii) the filing of the Certificate of Exchange Merger with the Texas Secretary of State of the State of Oklahoma pursuant to the TBOCOGCA, (iiiiv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO, the rules of the NASDAQ, or any other federal and state securities (or related) laws, and (v) such filings, authorizations or approvals as may be set forth in Schedule 5.3(c) of the SWB Disclosure Schedule, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency or non-governmental third party are required on behalf of BancFirst SWB in connection with (Aa) the execution and delivery of this Agreement or any other Transaction Document by BancFirstSWB, or (Bb) the completion by BancFirst SWB of the transactions contemplated hereby or thereby. BancFirst 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 prevent, or result in a material delay in the ability of, BancFirst to consummate the transactions contemplated hereby.

Authorized and Effective Agreement; Consents and Approvals. (a) BancFirst has Each of Bancshares and the Bank have 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 and shareholder approvals from and the expiration of all applicable Bank Regulatorswaiting 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 thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BancFirstBancshares and the Bank, other than the receipt of the shareholder approval contemplated by Section 7.4. This Agreement has and each of the other Transaction Documents executed at this time have been duly and validly executed and delivered by BancFirst (Bancshares and each other Transaction Document to which BancFirst is a party will be duly the Bank and validly executed and delivered at Closing) and constitutes constitute (or will constitute) legal, valid and binding obligations of BancFirst Bancshares and the Bank which are enforceable against BancFirst Bancshares 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) None of Neither the execution and delivery of this Agreement or the other Transaction Documents by BancFirstBancshares and the Bank, nor the consummation by BancFirst of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof, or compliance by BancFirst with any of the terms or provisions hereof or thereofthereby, will (i) violate any provision of the certificate of incorporation or bylaws of BancFirst, Bancshares 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 BancFirst Bancshares 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 BancFirst Bancshares 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 BancFirst Bancshares or the Bank is a party, or by which any of its their respective properties or assets may be bound or affected, exceptor (iv) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with respect notice or lapse of time, or both, would constitute a default) under any agreement to (ii)which Bancshares, and (iii) abovethe Bank, such as individually or in the aggregate would not reasonably be expected to materially prevent or delay the consummation any Subsidiaries of the transactions contemplated herebyBank. (c) Except for (i) consents and approvals of or filings or registrations with or notices to (i) the FRB and the TDBOSBD, (ii) the filing with the SEC of a Registration Statement on Form S-4 to register the SWB Common Stock under the Securities Act that will be issued in connection with the Merger (such Form S-4, and any amendments or supplements thereto being collectively referred to as the “Registration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of Bancshares shareholders at a special meeting of Bancshares shareholders to be called to consider and vote upon the Merger (the “Bancshares Shareholders Meeting”) (such proxy statement, as amended or supplemented, is hereinafter referred to as the “Proxy Materials”), (iii) the approval of this Agreement and the Merger by the requisite vote of shareholders of Bancshares, (iv) the filing of the Certificate of Exchange Merger with the Texas Secretary of State of the State of Oklahoma pursuant to the TBOCOGCA, (iiiv) any such other consents, approvals, orders, authorizations, approvalsregistrations, declarations or filings or exemptions in connection with compliance with the rules and regulations of any waivers thereof as may be required under applicable SRO, the rules of the NASDAQ, or any other federal and state securities (or related) laws, and (vi) such filings, authorizations or approvals as may be set forth in Schedule 4.4(c) of the Bancshares Disclosure Schedule, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal Governmental Entity or other governmental or regulatory commission, board, agency or non-governmental third party Person are required on behalf of BancFirst Bancshares, the Bank or any Subsidiaries of the Bank in connection with (Aa) the execution and delivery of this Agreement or any other Transaction Document by BancFirstBancshares or the Bank, or (Bb) the completion consummation by BancFirst Bancshares and the Bank of the transactions contemplated hereby or thereby. BancFirst 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 prevent, or result in a material delay in the ability of, BancFirst to consummate the transactions contemplated hereby.

Authorized and Effective Agreement; Consents and Approvals. (a) BancFirst has Group and the Bank 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 approvals from applicable Bank Regulatorsand the approval of Group'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 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 BancFirstGroup and the Bank, except for the approval of this Agreement by Group's shareholders. This Agreement has been duly and validly executed and delivered by BancFirst (Group and each other Transaction Document to which BancFirst is a party will be duly and validly executed and delivered at Closing) the Bank and constitutes (or will constitute) legal, valid and binding obligations of BancFirst Group and the Bank which are enforceable against BancFirst Group and the 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) None of the execution and delivery of this Agreement or by Group and the other Transaction Documents by BancFirstBank, the consummation by BancFirst Group and the Bank of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereofhereof, or compliance by BancFirst Group and the Bank with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the certificate Articles of incorporation Incorporation, Federal Stock Charter and Bylaws or bylaws equivalent documents of BancFirstGroup 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 BancFirst Group or the 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 BancFirst Group 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 BancFirst Group or the Bank is a party, or by which any of its respective properties or assets may be bound or affected, except, with respect to (ii), ) and (iii) above, such as individually or in the aggregate would will not reasonably be expected to materially have a Material Adverse Effect on Group and the Bank considered as one enterprise and which will not prevent or delay the consummation of the transactions contemplated hereby. (c) . Except for (i) consents and approvals of or filings or registrations with or notices to the OTS, the FRB and the TDB, (ii) the filing stockholders of the Certificate of Exchange with the Texas Secretary of State pursuant to the TBOC, (iii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO, the rules of the NASDAQ, or any other federal and state securities (or related) lawsGroup, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency or non-governmental third party Governmental Entity are required on behalf of BancFirst Group or the Bank in connection with (Aa) the execution and delivery of this Agreement or any other Transaction Document by BancFirstGroup and the Bank, or and (Bb) the completion by BancFirst Group and the Bank of the transactions contemplated hereby or thereby. BancFirst 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 prevent, or result in a material delay in the ability of, BancFirst to consummate the transactions contemplated hereby. (c) Except as Previously Disclosed, as of the date hereof, neither Group nor the Bank is aware of any reasons relating to Group or the 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.