Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) Seller has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, the Plan of Merger and the Option Agreement. The execution and delivery of this Reorganization Agreement, the Plan of Merger and the Option Agreement 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 Seller, except for the affirmative vote of the majority of the votes cast by the holders of Seller Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Plan of Merger pursuant to the Pennsylvania Business Corporation Law and Seller's Restated Articles of Incorporation, as amended, and Seller's Bylaws. The Board of Directors of Seller has directed that this Agreement and the Plan of Merger be submitted to Seller's stockholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy of the representation contained in Section 3.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms, subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Neither the execution and delivery of this Reorganization Agreement, the Plan of Merger or the Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Seller with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or bylaws of Seller or any Seller Subsidiary, (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller or any Seller Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any Seller Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on Seller. (d) Other than as contemplated by Section 4.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller or any Seller Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, Seller is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would not be satisfied.

Authorized and Effective Agreement. (a) Seller Each of Purchaser and Merger Sub has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, Agreement and the Plan of Merger and the Option AgreementMerger. The execution and delivery of this Reorganization Agreement, Agreement and the Plan of Merger and the Option Agreement 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 SellerPurchaser and Merger Sub, except for (i) that the affirmative vote of the holders of a majority of the votes cast by the holders of Seller Purchaser capital stock eligible to vote thereon is required to authorize an amendment to Purchaser's Certificate of Incorporation to increase the number of authorized shares of Purchaser Common Stock entitled to 150,000,000, in accordance with the applicable provisions of the New York Business Corporation Law, and (ii) the affirmative vote thereon, of the holders of a majority of the votes cast at a meeting of Purchaser shareholders at which a quorum is the only shareholder vote present is required to approve authorize the issuance of Purchaser Common Stock pursuant to this Reorganization Agreement and the Plan of Merger pursuant to in accordance with the Pennsylvania Business Corporation Law and Seller's Restated Articles rules of Incorporation, as amended, and Seller's Bylawsthe NYSE. The Board of Directors of Seller Purchaser has directed that the issuance of Purchaser Common Stock pursuant to this Reorganization Agreement and the Plan of Merger and the increase in the number of authorized shares of Purchaser Common Stock be submitted to SellerPurchaser's stockholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy of the representation contained in Section 3.5(b2.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of Sellereach of Purchaser and Merger Sub, in each case enforceable against it in accordance with their respective termsterms subject, subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Neither the execution and delivery of this Reorganization Agreement, Agreement or the Plan of Merger or the Option AgreementMerger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Seller Purchaser or Merger Sub with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or bylaws of Seller Purchaser or any Seller Purchaser Subsidiary, (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller Purchaser or any Seller Purchaser Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller Purchaser or any Seller Purchaser Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would will not have a Material Adverse Effect on SellerPurchaser. (d) Other than as contemplated by Except for approvals specified in Section 4.3 hereofhereof and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller Purchaser or any Seller Subsidiary Merger Sub on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, Seller Purchaser is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would not be satisfied.

Authorized and Effective Agreement. (a) Seller has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, Agreement and the Plan of Merger and the Option AgreementMerger. The execution and delivery of this Reorganization Agreement, Agreement and the Plan of Merger and the Option Agreement 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 Seller, except for the affirmative vote of the holders of a majority of the votes cast by the holders outstanding shares of Seller Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Plan of Merger pursuant to the Pennsylvania Business California General Corporation Law and Seller's Restated Articles of Incorporation, as amended, and Bylaws of Seller's Bylaws. The Board of Directors of Seller has directed that this Agreement and the Plan of Merger be submitted to Seller's stockholders shareholders of Seller for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy of the representation contained in Section 3.5(b3.2(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms, subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights rights, to the supervisory and enforcement powers of applicable regulatory agencies, and to general equity principles. (c) Neither the execution and delivery of this Reorganization Agreement, Agreement or the Plan of Merger or the Option AgreementMerger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Seller with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or bylaws of Seller or any Seller Subsidiary, ; (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller or any Seller Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, ; or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any Seller Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on Seller. (d) Other than as contemplated by Section 4.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller or any Seller Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, Seller is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would not be satisfied.

Authorized and Effective Agreement. (a) Seller Purchaser has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, the Plan of Merger and the Option Agreement. The execution and delivery of this Reorganization Agreement, the Plan of Merger and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have (to the extent such party is a party thereto) has been duly and validly authorized by all necessary corporate action in respect thereof on the part of SellerPurchaser, except for that the affirmative vote of the holders of a majority of the votes cast by at a meeting of Purchaser shareholders at which a quorum is present is required to authorize the holders issuance of Seller Purchaser Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Plan of Merger pursuant to this Reorganization Agreement in accordance with the Pennsylvania Business Corporation Law and Seller's Restated Articles rules of Incorporation, as amended, and Seller's Bylawsthe NYSE. The Board of Directors of Seller Purchaser has directed that the issuance of Purchaser Common Stock pursuant to this Reorganization Agreement and the Plan of Merger be submitted to Seller's stockholders shareholders of Purchaser for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy of the representation contained in Section Sections 2.3(b) and 3.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute constitutes legal, valid and binding obligations of Sellerof Purchaser, enforceable against it in accordance with their respective termsits terms subject, subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights rights, to the supervisory and enforcement powers of applicable regulatory agencies, and to general equity principles. (c) Neither the execution and delivery of this Reorganization Agreement, the Plan of Merger or the Option Agreement, nor consummation of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Purchaser with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or bylaws of Seller Purchaser or any Seller Purchaser Subsidiary, ; (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed by Purchaser are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller Purchaser or any Seller Purchaser Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, ; or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed by Purchaser are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller Purchaser or any Seller Purchaser Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would shall not have a Material Adverse Effect on SellerPurchaser. (d) Other than Except as contemplated by Section 4.3 hereofPreviously Disclosed, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other personPerson, is required to be made or obtained by Seller or any Seller Subsidiary Purchaser on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or therebyhereby. As of the date hereof, Seller Purchaser is not aware of any reason that the condition set forth in Section 5.1(b6.1(b) of this Agreement, including the proviso thereto, Agreement would not be satisfied.

Authorized and Effective Agreement. (a) Seller NDC has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, the Plan of Merger and the Option Agreement. The execution and delivery of this Reorganization Agreement, the Plan of Merger and the Option Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of SellerNDC, except for the affirmative vote of (i) the holders of a majority of the votes cast by outstanding shares of NDC Common Stock, NDC Series A-1 Stock and NDC Series A-2 Stock, voting together as a single class and (ii) a majority of the holders of Seller Common NDC Series A-1 Stock entitled to vote thereonand Series A-2 Stock voting together as a separate class, which is are the only shareholder vote stockholder votes required to approve the Plan of Merger pursuant to the Pennsylvania Business Corporation Law DGCL and SellerNDC's Restated Articles Certificate of Incorporation, as amendedamended (the "NDC Charter"), and SellerNDC's Bylaws. The Board of Directors of Seller NDC has approved the Merger and declared its advisability. The Board of Directors of NDC has directed that this Agreement and the Plan of Merger be submitted to SellerNDC's stockholders Stockholders for approval either at a special meeting to be held as soon as practicable. The Board practicable or by solicitation of Directors Stockholder written consents in lieu of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporationa meeting. (b) Assuming This Agreement constitutes the accuracy of the representation contained in Section 3.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of SellerNDC, enforceable against it in accordance with their respective its terms, subject as to enforceability, to bankruptcy, insolvency and other laws Legal Requirements of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Neither the execution and delivery of this Reorganization Agreement, the Plan of Merger or the Option Agreement, nor consummation of the Merger and the other transactions contemplated hereby or therebyhereby, nor compliance by Seller NDC with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles NDC Charter or certificate Bylaws of incorporation or associationNDC, charter or bylaws of Seller or any Seller Subsidiarymaterial Contract to which NDC is a party, or (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller or any Seller Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation Legal Requirements applicable to Seller or any Seller Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on SellerNDC. (d) Other than as contemplated by (i) the filing of the Certificate of Merger with the Delaware Secretary of State and (ii) the approval of the Stockholders set forth in Section 4.3 hereof3.5(a), no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authorityGovernmental Entity, or any other personPerson, is required to be made or obtained by Seller or any Seller Subsidiary NDC on or prior to the Closing Date Effective Time in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the Merger and the other transactions contemplated hereby or thereby. As of , except where the date hereof, Seller is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, failure to obtain such consents would not be satisfiedhave a Material Adverse Effect on NDC.

Authorized and Effective Agreement. (a) Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of Seller's shareholders of this Agreement) to perform all of its respective obligations under this Reorganization Agreement, the Plan of Merger and the Option Agreementhereunder. The execution and delivery of this Reorganization Agreement, the Plan of Merger and the Option Agreement and the consummation completion of the transactions contemplated hereby and thereby have been approved by the Boards of Directors of Seller and Seller Bank and duly authorized and validly authorized approved by all necessary corporate action in respect thereof on the part of SellerSeller and Seller Bank, except for the affirmative vote approval of this Agreement by Seller's shareholders and Seller as the majority of the votes cast by the holders sole shareholder of Seller Common Stock entitled to vote thereonBank. This Agreement has been duly and validly executed and delivered by Seller and Seller Bank and, which is the only shareholder vote required to approve the Plan of Merger pursuant to the Pennsylvania Business Corporation Law assuming due authorization, execution and Seller's Restated Articles of Incorporationdelivery by Buyer and Buyer Bank, as amended, and Seller's Bylaws. The Board of Directors of Seller has directed that this Agreement and the Plan of Merger be submitted to Seller's stockholders for approval at constitutes a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy of the representation contained in Section 3.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of SellerSeller and Seller Bank, enforceable against it Seller and Seller Bank in accordance with their respective its terms, subject subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 U.S.C. sec. 1818(b) or by the appointment of a conservator by the FDIC. (cb) Neither the execution and delivery of this Reorganization Agreement, the Plan of Merger or the Option Agreement, Agreement nor consummation completion of the transactions contemplated hereby or therebyhereby, nor compliance by Seller with any of the provisions hereof or thereof shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Articles of Incorporation or certificate Code of incorporation or association, charter or bylaws Regulations of Seller or the equivalent documents of any Seller Subsidiary, (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are except as Previously Disclosed are duly obtainedDisclosed, constitute 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, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller or any Seller Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Seller or any Seller Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) assuming the consents subject to receipt of all required governmental and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtainedshareholder approvals, violate violates any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any Seller Subsidiary. (c) To the best knowledge of Seller, except for (in i) the case filing of clauses applications and notices with and the approvals of the OTS, the Division and the FDIC, (ii) the filing and clearance of the Proxy Statement relating to the meeting of shareholders of Seller to be held pursuant to Section 5.2 hereof with the SEC, (iii) abovethe adoption of this Agreement and the approval of the Corporate Merger and Bank Merger by the requisite vote of the shareholders of Seller and Seller Bank, respectively, (iv) for such violationsthe filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, rights(v) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation; (vi) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, conflictsand (vii) review of the Merger by the DOJ under federal antitrust laws, breachesno consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Seller or Seller Bank in connection with (x) the execution and delivery by Seller of this Agreement, creations or defaults which, either individually or in (y) the aggregate, would not have a Material Adverse Effect on Sellercompletion of the Merger. (d) Other than Except as contemplated by Section 4.3 hereofPreviously Disclosed, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller or any Seller Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As as of the date hereof, neither Seller nor Seller Bank is not aware of any reason that the condition set forth reasons relating to Seller or Seller Bank (including CRA and Truth in Section 5.1(bLending compliance) of this Agreement, including the proviso thereto, would why all consents and approvals shall not be satisfiedprocured from all Governmental Entities having jurisdiction over the Corporate Merger as shall be necessary for the completion of the Corporate Merger and the continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could materially impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Seller Each of Purchaser and Merger Sub has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, Agreement and the Plan of Merger and the Option AgreementMerger. The execution and delivery of this Reorganization Agreement, Agreement and the Plan of Merger and the Option Agreement 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 SellerPurchaser and Merger Sub, except for including, in the affirmative vote case of Merger Sub, the majority approval of the votes cast such agreements and transactions by the holders of Seller Common Stock entitled to vote thereon, which is the only sole shareholder vote required to approve the Plan of Merger pursuant to the Pennsylvania Business Corporation Law and Seller's Restated Articles of Incorporation, as amended, and Seller's Bylaws. The Board of Directors of Seller has directed that this Agreement and the Plan of Merger be submitted to Seller's stockholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of IncorporationSub. (b) Assuming the accuracy of the representation contained in Section 3.5(b2.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of SellerPurchaser and Merger Sub, in each case, enforceable against it in accordance with their respective termsterms subject, subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights rights, to the supervisory and enforcement powers of applicable regulatory agencies, and to general equity principles. (c) Neither the execution and delivery of this Reorganization Agreement, Agreement and the Plan of Merger or the Option AgreementMerger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Seller Purchaser or Merger Sub with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or bylaws or other organizational documents of Seller Purchaser or any Seller Purchaser Subsidiary, ; (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller Purchaser or any Seller Purchaser Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, ; or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller Purchaser or any Seller Purchaser Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would shall not have a Material Adverse Effect on SellerPurchaser. (d) Other than as contemplated by Except for approvals specified in Section 4.3 hereofhereof and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller Purchaser or any Seller Subsidiary Merger Sub on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, Seller Purchaser is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would not be satisfied.

Authorized and Effective Agreement. (a) Seller Cyclis has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, the Escrow Agreement and the Plan of Merger, subject only to the adoption of this Reorganization Agreement and the Plan of Merger and the Option Agreementby its stockholders. The execution and delivery of this Reorganization Agreement, the Escrow Agreement and the Plan of Merger and the Option Agreement 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 SellerCyclis, except for as set forth in Section 2.4(a) of the Cyclis Disclosure Letter, and except that the affirmative vote of the holders of a majority of the votes cast by the holders outstanding shares of Seller Cyclis Common Stock entitled to vote thereon, which is the only shareholder stockholder vote required to approve the Plan of Merger pursuant to the Pennsylvania Business Corporation Law and Seller's Restated Articles of IncorporationDGCL, as amendedCyclis Articles, and Seller's Cyclis Bylaws. The Cyclis Board has approved this Reorganization Agreement, the Escrow Agreement and the Plan of Directors Merger and declared its advisability in accordance with the provisions of Seller has the DGCL and directed that this Agreement and the Plan of Merger be submitted to Seller's Cyclis’s stockholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporationor annual meeting. (b) Assuming the accuracy of the representation contained in Section 3.5(b3.3(b) hereof, this Reorganization Agreement, the Escrow Agreement and the Plan of Merger constitute legal, valid and binding obligations of SellerCyclis, enforceable against it in accordance with their respective terms, subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles. (c) Neither Except as set forth in Section 2.4(c) of the Cyclis Disclosure Letter, neither the execution and delivery of this Reorganization Agreement, the Escrow Agreement and the Plan of Merger or the Option AgreementMerger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Seller Cyclis with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles Cyclis Articles, Cyclis Bylaws or certificate other organizational documents of incorporation or association, charter or bylaws of Seller or any Seller SubsidiaryCyclis, (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtainedconflict with, constitute (with or without notice or lapse of time, or both) or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or require a consent or waiver under, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller or any Seller Subsidiary Cyclis pursuant to, any note, bond, mortgage, indenture, lease, license, agreement or other instrument or obligation, or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any Seller SubsidiaryCyclis, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would have not have had, and are not reasonably likely to have, a Material Adverse Effect on SellerCyclis. Section 2.4(c) of the Cyclis Disclosure Letter lists all consents, waivers and approvals under any of Cyclis’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (d) Other than Except (i) for the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which either of the parties is qualified to do business, and (ii) as contemplated by set forth in Section 4.3 hereof2.4(c) of the Cyclis Disclosure Letter, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authorityGovernmental Entity, or any other personPerson, is required to be made or obtained by Seller or any Seller Subsidiary Cyclis on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement, the Escrow Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, Seller Cyclis is not aware of any reason that the condition conditions set forth in Section Sections 5.1(b) of this Agreement, including the proviso thereto, and 5.3(d) would not be satisfied. (e) Except as disclosed in Section 2.4(e) of the Cyclis Disclosure Letter, there are no bonds, debentures, notes or other indebtedness of Cyclis having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Cyclis may vote. (f) For the purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and in accordance with the rules promulgated thereunder, Cyclis hereby represents that it will have less than $100 million in total assets as stated on its last regularly prepared balance sheet prior to the Closing Date, as well as less than $100 million of annual net sales as stated on the last regularly prepared annual statement of income and expense prior to the Closing Date (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing Date and as a result of the transaction governed by this Agreement, ArQule will not hold assets of Cyclis valued in excess of $200 million.

Authorized and Effective Agreement. (a) Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary approvals of Governmental Entities and the approval and adoption of this Agreement by Seller's shareholders) to perform all of its obligations under this Reorganization Agreement, the Plan of Merger and the Option Agreementhereunder. The execution and delivery of this Reorganization Agreement, the Plan of Merger and the Option Agreement and the consummation completion of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller and validly authorized approved by all necessary corporate action in respect thereof on the part of Seller, except for the affirmative adoption of this Agreement by the requisite vote of the majority Seller's shareholders. No further consent or approval of the votes cast by the holders of Seller Common Stock entitled to vote thereon, which Seller's shareholders is the only shareholder vote required necessary to approve the Plan of Merger pursuant to the Pennsylvania Business Corporation Law and Seller's Restated Articles of Incorporation, as amended, and Seller's Bylaws. The Board of Directors of Seller has directed that adopt this Agreement and the Plan of Merger be submitted to Seller's stockholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy completion of the representation contained in Section 3.5(b) hereoftransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, this Reorganization Agreement assuming due authorization, execution and delivery by Buyer, constitutes the Plan of Merger constitute legal, valid and binding obligations obligation of Seller, enforceable against it Seller in accordance with their respective its terms, subject subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principlesprinciples and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 U.S.C. Section 1818(b) or by appointment of a conservator by the FDIC. (cb) Neither Except as Previously Disclosed, neither the execution and delivery of this Reorganization Agreement, the Plan of Merger or the Option Agreement, Agreement nor consummation completion of the transactions contemplated hereby or therebyhereby, including the Cash-Out Merger, nor compliance by Seller with any of the provisions hereof does or thereof shall will (i) conflict with or result in a breach of any provision provisions of the articles Articles of Incorporation or certificate Code of incorporation or association, charter or bylaws Regulations of Seller or any Seller Subsidiarythe equivalent documents of Peoples Federal, (ii) assuming subject to the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtainedMAE Qualification, constitute 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, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller or any Seller Subsidiary pursuant to, any noteMaterial Contract to which Seller or Peoples Federal is a party, bond, mortgage, indenture, license, agreement or other instrument by which any of their properties or obligationassets may be bound or affected, or (iii) assuming the consents and subject to receipt of all required approvals contemplated by Section 4.3 hereof from Governmental Entities and the consents and approvals which are Previously Disclosed are duly obtainedshareholders of Seller, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any Seller SubsidiaryPeoples Federal. (c) Except for (i) the filing of applications with and the approvals of Governmental Entities, except (in the case of clauses (ii) the filing and clearance of the Proxy Statement with and by the SEC, (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on Seller. (d) Other than as contemplated by Section 4.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller or any Seller Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance adoption of this Agreement and the Plan Merger by the requisite vote of the shareholders of Seller, and (iv) the filing of the Certificate of Merger with the Secretary of State of Ohio, the filing of a Certificate of Merger with the Secretary of State of Ohio with respect to the Holding Company Merger, and the filing of articles of merger with the OTS with respect to the Financial Institution Merger, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the consummation part of the transactions contemplated hereby Seller or thereby. As of the date hereof, Seller is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would not be satisfied.Peoples

Authorized and Effective Agreement. (a) Seller Trustco has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, Agreement and the Plan of Merger and the Option AgreementMerger. The execution and delivery of this Reorganization Agreement, Agreement and the Plan of Merger and the Option Agreement 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 SellerTrustco, except for that the affirmative vote of the majority holders of 66 2/3% of the votes cast by the holders outstanding shares of Seller Trustco Common Stock entitled to vote thereon, which thereon is the only shareholder vote required to approve the Plan of Merger pursuant to the Pennsylvania New York Business Corporation Law and SellerTrustco's Restated Articles certificate of Incorporationincorporation, as amended, and SellerTrustco's Bylawsby-laws, each as in effect on the date of this Reorganization Agreement. The Board of Directors of Seller Trustco has directed that this Reorganization Agreement and the Plan of Merger be submitted to SellerTrustco's stockholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy of the representation contained in Section 3.5(b2.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of Seller, Trustco enforceable against it in accordance with their respective termsterms subject, subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Neither Except as Previously Disclosed, neither the execution and delivery of this Reorganization Agreement, Agreement or the Plan of Merger or the Option AgreementMerger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Seller Trustco with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or bylaws of Seller Trustco or any Seller Trustco Subsidiary, (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller Trustco or any Seller Trustco Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller Trustco or any Seller Trustco Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would will not have a Material Adverse Effect on SellerTrustco. (d) Other than as contemplated by Except for approvals specified in Section 4.3 hereof, except as Previously Disclosed and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller Trustco or any Seller Trustco Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Reorganization Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As Neither Trustco nor any of the date hereof, Seller Trustco Subsidiaries is not aware of any reason that why the condition conditions set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would Reorganization Agreement will not be satisfiedsatisfied without undue delay and without the imposition of any condition or requirement of the type referred to in the provisions thereof.

Authorized and Effective Agreement. (a) Seller MATEWAN has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, the Plan of Merger and the Option Agreement. The execution and delivery of this Reorganization Agreement, the Plan of Merger and the Option Agreement 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 Seller, except for MATEWAN. This Agreement constitutes the affirmative vote of the majority of the votes cast by the holders of Seller Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Plan of Merger pursuant to the Pennsylvania Business Corporation Law and Seller's Restated Articles of Incorporation, as amended, and Seller's Bylaws. The Board of Directors of Seller has directed that this Agreement and the Plan of Merger be submitted to Seller's stockholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy of the representation contained in Section 3.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of Seller, MATEWAN enforceable against it MATEWAN in accordance with their respective its terms, subject subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Prior to the Closing Date, MATEWAN shall take all appropriate action so that MATEWAN shall have all requisite corporate power and authority to (i) issue additional shares of MATEWAN's capital stock and shall be eligible to issue such capital stock either pursuant to a registration statement to be filed by MATEWAN with the Securities and Exchange Commission pursuant to the Securities Act or in a manner which shall be exempt from registration pursuant to applicable provisions of the Securities Act and (ii) obtain other sources of financing to complete the transaction as contemplated herein. The issuance by MATEWAN of additional shares of MATEWAN's capital stock shall be duly and validly authorized by all necessary corporate action in respect thereof on the part of MATEWAN. Any such issuance shall be manifested in a stock offering pursuant to which MATEWAN contemplates receiving consideration for such shares which, in combination with funds which MATEWAN shall borrow and other available resources, shall enable MATEWAN to pay the Purchase Price to BANC ONE KENTUCKY. (c) Neither the execution and delivery of this Reorganization Agreement, the Plan of Merger or the Option Agreement, Agreement nor consummation of the transactions contemplated hereby or therebyhereby, nor compliance by Seller MATEWAN with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or bylaws by-laws of Seller or any Seller SubsidiaryMATEWAN, (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller or any Seller Subsidiary MATEWAN pursuant to, to any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any Seller Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on SellerMATEWAN. (d) Other than as contemplated by Section 4.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller or any Seller Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, Seller is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would not be satisfied.

Authorized and Effective Agreement. (a) Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of Seller’s shareholders of this Agreement) to perform all of its respective obligations under this Reorganization Agreement, the Plan of Merger and the Option Agreementhereunder. The execution and delivery of this Reorganization Agreement, the Plan of Merger and the Option Agreement and the consummation completion of the transactions contemplated hereby and thereby have been approved by the Boards of Directors of Seller and Seller Bank and duly authorized and validly authorized approved by all necessary corporate action in respect thereof on the part of SellerSeller and Seller Bank, except for the affirmative vote approval of this Agreement by Seller’s shareholders and Seller as the majority of the votes cast by the holders sole shareholder of Seller Common Stock entitled to vote thereonBank. This Agreement has been duly and validly executed and delivered by Seller and Seller Bank and, which is the only shareholder vote required to approve the Plan of Merger pursuant to the Pennsylvania Business Corporation Law assuming due authorization, execution and Seller's Restated Articles of Incorporationdelivery by Buyer and Buyer Bank, as amended, and Seller's Bylaws. The Board of Directors of Seller has directed that this Agreement and the Plan of Merger be submitted to Seller's stockholders for approval at constitutes a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy of the representation contained in Section 3.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of SellerSeller and Seller Bank, enforceable against it Seller and Seller Bank in accordance with their respective its terms, subject subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles, and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 U.S.C. §1818(b) or by the appointment of a conservator by the FDIC. (cb) Neither the execution and delivery of this Reorganization Agreement, the Plan of Merger or the Option Agreement, Agreement nor consummation completion of the transactions contemplated hereby or therebyhereby, nor compliance by Seller with any of the provisions hereof or thereof shall (i) does or will conflict with or result in a breach of any provision provisions of the articles Articles of Incorporation or certificate of incorporation or association, charter or bylaws Bylaws of Seller or the equivalent documents of any Seller Subsidiary, (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtainedviolate, constitute 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, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller or any Seller Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Seller or any Seller Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) assuming the consents subject to receipt of all required governmental and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtainedshareholder approvals, violate violates any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any Seller Subsidiary. (c) Except for (i) the filing of applications and notices with and the approvals of the OTS, except (in FRS and the case of clauses Commissioner, (ii) the adoption of this Agreement and the approval of the Merger by the requisite vote of the shareholders of Seller and Seller Bank, (iii) abovethe filing of the Certificate of Merger with the Secretary of State of Michigan in connection with the Corporate Merger, (iv) for such violationsthe filing of a certificate of merger with the Secretaries of State of Delaware and Michigan in connection with Company Merger; and (v) review of the Merger by the DOJ under federal antitrust laws, rightsno consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Seller or Seller Bank in connection with (x) the execution and delivery by Seller of this Agreement, conflicts, breaches, creations or defaults which, either individually or in (y) the aggregate, would not have a Material Adverse Effect on Sellercompletion of the Merger. (d) Other than Except as contemplated by Section 4.3 hereofPreviously Disclosed, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller or any Seller Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As as of the date hereof, neither Seller nor Seller Bank is not aware of any reason that the condition set forth in Section 5.1(breasons relating to Seller or Seller Bank (including CRA compliance) of this Agreement, including the proviso thereto, would why all consents and approvals shall not be satisfiedprocured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for the completion of the Merger and the continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could materially impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Seller has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, Agreement and the Plan of Merger and the Option AgreementMerger. The execution and delivery of this Reorganization Agreement, Agreement and the Plan of Merger and the Option Agreement 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 Seller, except for the affirmative vote of the majority 70% of the votes cast by the holders of Seller Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Plan of Merger pursuant to the Pennsylvania Business Corporation Law and Seller's Restated Articles of Incorporation, as amended, and Seller's Bylaws. The Board of Directors of Seller has directed that this Agreement and the Plan of Merger be submitted to Seller's stockholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy of the representation contained in Section 3.5(b3.2(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms, subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Neither the execution and delivery of this Reorganization Agreement, Agreement or the Plan of Merger or the Option AgreementMerger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Seller with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or bylaws of Seller or any Seller Subsidiary, (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller or any Seller Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any Seller Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on Seller. (d) Other than as contemplated by Section 4.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller or any Seller Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, Seller is not aware of any reason that the condition set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would not be satisfied.

Authorized and Effective Agreement. (a) Seller Letchworth has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement, the Plan of Merger and the Option Agreement. The execution and delivery of this Reorganization Agreement, the Plan of Merger and the Option Agreement 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 SellerLetchworth, except for that the affirmative vote of the majority holders of 66 2/3% of the votes cast by the holders outstanding shares of Seller Letchworth Common Stock entitled to vote thereon, which thereon is the only shareholder vote required to approve adopt the Plan of Merger pursuant to the Pennsylvania New York Business Corporation Law and SellerLetchworth's Restated Articles certificate of Incorporationincorporation, as amended, and SellerLetchworth's Bylawsby-laws, each as in effect on the date of this Reorganization Agreement. The Board of Directors of Seller Letchworth has directed that this Reorganization Agreement and the Plan of Merger be submitted to SellerLetchworth's stockholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of Seller has approved the Merger as contemplated by Section 9.2 of Seller's Articles of Incorporation. (b) Assuming the accuracy of the representation contained in Section 3.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of SellerLetchworth, enforceable against it in accordance with their respective terms, subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Neither Except as Previously Disclosed, neither the execution and delivery of this Reorganization Agreement, the Plan of Merger or the Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Seller Letchworth with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or association, charter or bylaws of Seller Letchworth or any Seller Letchworth Subsidiary, (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Seller Letchworth or any Seller Letchworth Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller Letchworth or any Seller Letchworth Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on SellerLetchworth. (d) Other than as contemplated by Section 4.3 hereofhereof and except as Previously Disclosed, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by Seller Letchworth or any Seller Letchworth Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, Seller Neither Letchworth nor any Letchworth Subsidiary is not aware of any reason that why the condition conditions set forth in Section 5.1(b) of this Agreement, including the proviso thereto, would Reorganization Agreement will not be satisfiedsatisfied without undue delay and without the imposition of any condition or requirement of the type referred to in the provisions thereof.