Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) GenVec has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement and the Plan of Merger, subject only to the adoption of this Reorganization Agreement and the Plan of Merger by its stockholders. The execution and delivery of this Reorganization Agreement and the Plan of Merger 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 GenVec, except that the affirmative vote of the holders of a majority of the outstanding shares of GenVec Common Stock is the only stockholder vote required to approve the Plan of Merger pursuant to the DGCL and GenVec Articles and GenVec Bylaws. The GenVec board has approved this Reorganization Agreement and the Plan of Merger and declared its advisability in accordance with the provisions of the DGCL and directed that this Agreement and the Plan of Merger be submitted to GenVec’s stockholders for approval at a special or annual meeting. (b) Assuming the accuracy of the representation contained in Section 2.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of GenVec, 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) Except as set forth in Section 3.5(c) of the GenVec Disclosure Letter, neither the execution and delivery of this Reorganization Agreement and the Plan of Merger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GenVec 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, charter, bylaws or other organizational documents of GenVec, (ii) conflict 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 GenVec pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) conflict with or violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable to GenVec, 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, have not had, and are not reasonably likely to have a Material Adverse Effect on GenVec. Section 3.5(c) of the GenVec Disclosure Letter lists all consents, waivers and approvals under any of GenVec’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (d) Except for (i) 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, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of, or Rule 14a-12 under, the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, (vi) the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market with respect to the shares of GenVec Common Stock to be issued in the Merger and (vii) as set forth in Section 3.5(d) of the GenVec Disclosure Letter, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity or The Nasdaq Stock Market, or any other person, is required to be made or obtained by GenVec 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, GenVec is not aware of any reason that the condition set forth in Section 5.1(b) would not be satisfied. (e) There are no bonds, debentures, notes or other indebtedness of GenVec having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of GenVec 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, GenVec 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, 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 (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of this transaction governed by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 million.

Authorized and Effective Agreement. (a) GenVec has all requisite Parent and Merger Sub have full corporate power and corporate authority to enter into execute and perform all deliver this Agreement and, subject to receipt of its obligations under the Parent Required Vote (as hereinafter defined) (to the extent such Parent Required Vote is required by applicable law), to consummate the transactions contemplated hereby. The Board of Directors of Parent by written consent has (i) determined that this Reorganization Agreement and the Plan Merger are in the best interests of Merger, subject only to the adoption of Parent and its stockholders and declared this Reorganization Agreement and the Plan of Merger by its stockholders. The to be advisable, (ii) approved the Merger, the execution and delivery of this Reorganization Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby and thereby have been duly (iii) recommended that stockholders of Parent adopt this Agreement and, if required by applicable law, directed that such matter be submitted for consideration and validly authorized approval by all necessary corporate action in respect thereof on Parent’s stockholders. Except for the part adoption of GenVec, except that this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of GenVec Parent Common Stock is the only stockholder entitled to vote required to approve the Plan of Merger pursuant to the DGCL and GenVec Articles and GenVec Bylaws. The GenVec board has approved this Reorganization Agreement and the Plan of Merger and declared its advisability in accordance with applicable law, if required (the provisions “Parent Required Vote”), no other corporate proceedings on the part of the DGCL and directed that Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the Plan of Merger be submitted to GenVec’s stockholders for approval at Company) constitutes a special or annual meeting. (b) Assuming the accuracy of the representation contained in Section 2.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of GenVecParent and Merger Sub, enforceable against it Parent and Merger Sub in accordance with their respective its terms, subject except as to enforceability, to enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principlesremedies generally (the “Bankruptcy and Equity Exceptions”). (c) Except as set forth in Section 3.5(c) of the GenVec Disclosure Letter, neither the execution and delivery of this Reorganization Agreement and the Plan of Merger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GenVec 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, charter, bylaws or other organizational documents of GenVec, (ii) conflict 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 GenVec pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) conflict with or violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable to GenVec, 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, have not had, and are not reasonably likely to have a Material Adverse Effect on GenVec. Section 3.5(c) of the GenVec Disclosure Letter lists all consents, waivers and approvals under any of GenVec’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (d) Except for (i) 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, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of, or Rule 14a-12 under, the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, (vi) the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market with respect to the shares of GenVec Common Stock to be issued in the Merger and (vii) as set forth in Section 3.5(d) of the GenVec Disclosure Letter, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity or The Nasdaq Stock Market, or any other person, is required to be made or obtained by GenVec 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, GenVec is not aware of any reason that the condition set forth in Section 5.1(b) would not be satisfied. (e) There are no bonds, debentures, notes or other indebtedness of GenVec having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of GenVec 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, GenVec 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, 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 (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of this transaction governed by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 million.

Authorized and Effective Agreement. (a) GenVec has all requisite Parent and Merger Sub have full corporate power and corporate authority to enter into execute and perform all deliver this Agreement and, subject to receipt of its obligations under the Parent Required Approvals (as hereinafter defined), to consummate the transactions contemplated hereby. The Board of Directors of Parent by written consent has (i) determined that this Reorganization Agreement and the Plan Merger are in the best interests of Merger, subject only to the adoption of Parent and its stockholders and declared this Reorganization Agreement and the Plan of Merger by its stockholders. The to be advisable, (ii) approved the Merger, the execution and delivery of this Reorganization Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby and thereby have been duly (iii) recommended that stockholders of Parent approve the Parent Series B Conversion and, if required by applicable law or the rules of the NYSE MKT, directed that such matter be submitted for consideration and validly authorized approval by all necessary Parent’s stockholders. Except for (i) the NYSE MKT Approval, (ii) the Parent Senior Lender Approval, and (iii) the Parent Series A Preferred Approval (together, the “Parent Required Approvals”), no other corporate action in respect thereof proceedings on the part of GenVec, except that the affirmative vote of the holders of a majority of the outstanding shares of GenVec Common Stock is the only stockholder vote required Parent are necessary to approve this Agreement or to consummate the Plan transactions contemplated hereby. The Managers and members of Merger pursuant to the DGCL and GenVec Articles and GenVec Bylaws. The GenVec board has approved this Reorganization Agreement and the Plan of Merger and declared its advisability in accordance with the provisions of the DGCL and directed Sub by written consent have (i) determined that this Agreement and the Plan Merger are in the best interests of Merger be submitted to GenVec’s stockholders for approval at a special or annual meeting. (b) Assuming Sub and approved the accuracy of the representation contained in Section 2.5(b) hereofMerger, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations of GenVec, 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) Except as set forth in Section 3.5(c) of the GenVec Disclosure Letter, neither the execution and delivery of this Reorganization Agreement and the Plan of Merger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GenVec 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, charter, bylaws or other organizational documents of GenVec, (ii) conflict 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 GenVec pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) conflict with or violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable to GenVec, 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, have not had, and are not reasonably likely to have a Material Adverse Effect on GenVec. Section 3.5(c) of the GenVec Disclosure Letter lists all consents, waivers and approvals under any of GenVec’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. . This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (dassuming due authorization, execution and delivery by the Company) Except for (i) the filing constitutes a valid and binding obligation of the Certificate of Parent and Merger with the Delaware Secretary of State Sub, enforceable against Parent and appropriate corresponding documents with the appropriate authorities of other states in which either of the parties is qualified to do business, (ii) the filing of the Registration Statement with the SEC Merger Sub in accordance with the Securities Actits terms, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of, or Rule 14a-12 under, the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act except as enforcement may be required limited by general principles of equity whether applied in connection with this Agreement a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally (the transactions contemplated hereby “Bankruptcy and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, (vi) the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market with respect to the shares of GenVec Common Stock to be issued in the Merger and (vii) as set forth in Section 3.5(d) of the GenVec Disclosure Letter, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity or The Nasdaq Stock Market, or any other person, is required to be made or obtained by GenVec 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, GenVec is not aware of any reason that the condition set forth in Section 5.1(b) would not be satisfiedEquity Exceptions”). (e) There are no bonds, debentures, notes or other indebtedness of GenVec having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of GenVec 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, GenVec 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, 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 (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of this transaction governed by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 million.

Authorized and Effective Agreement. CONSENTS AND APPROVALS (a) GenVec has PBOC and the Bank have all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its their obligations under this Reorganization Agreement and the Plan of Merger, subject only to the adoption of this Reorganization Agreement and the Plan of Merger by its stockholdersAgreement. The execution and delivery of this Reorganization Agreement and the Plan of Merger 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 GenVec, except that the affirmative vote of the holders of a majority of the outstanding shares of GenVec Common Stock is the only stockholder vote required to approve the Plan of Merger pursuant to the DGCL and GenVec Articles and GenVec Bylaws. The GenVec board has approved this Reorganization Agreement PBOC and the Plan of Merger Bank. This Agreement has been duly and declared its advisability in accordance with the provisions of the DGCL validly executed and directed that this Agreement delivered by PBOC and the Plan of Merger be submitted to GenVec’s stockholders for approval at a special or annual meeting. (b) Assuming the accuracy of the representation contained in Section 2.5(b) hereof, this Reorganization Agreement Bank and the Plan of Merger constitute constitutes legal, valid and binding obligations of GenVecPBOC and the Bank which are enforceable against PBOC and the Bank in accordance with 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) At the Effective Time, Interim will have full corporate power and authority to execute and deliver the Agreement of Merger and to consummate the transactions contemplated thereby in accordance with the terms thereof. At the Effective Time, the execution and delivery of the Agreement of Merger by Interim and the consummation of the transactions contemplated thereby will have been duly and validly approved by the Board of Directors of Interim and by PBOC as the sole stockholder of Interim, and no other corporate proceedings on the part of Interim are necessary to consummate the transactions so contemplated. The Agreement of Merger, upon its execution and delivery by Interim, will constitute a valid and binding obligation of Interim, enforceable against it in accordance with their respective and subject to its terms, subject except as to enforceability, to limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ ' rights generally, and to general equity principlesexcept that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (c) Except as set forth in Section 3.5(c) None of the GenVec Disclosure Letter, neither the execution and delivery of this Reorganization Agreement by PBOC and the Plan Bank, the execution and delivery of Mergerthe Agreement of Merger by Interim, nor the consummation by PBOC and the Bank of the transactions contemplated hereby or therebyin accordance with the terms hereof, nor the consummation by Interim of the transactions contemplated by the Agreement of Merger, compliance by GenVec PBOC or the Bank with any of the terms or provisions hereof or thereof shall compliance by Interim with any terms or provisions of the Agreement of Merger, will (i) violate any provision of the Certificate of Incorporation or other governing instrument or Bylaws of PBOC, the Bank or Interim, (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 PBOC, the Bank or Interim or any of their respective properties or assets, or (iii) violate, conflict with or with, result in a breach of any provision of the articles or certificate of incorporation, charter, bylaws or other organizational documents of GenVec, (ii) conflict withprovisions of, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) or under, result in a breach of any term, condition or provision the termination 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 underaccelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon any property of the respective properties or asset assets of GenVec pursuant toPBOC, the Bank or Interim under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which PBOC, the Bank or Interim is a party, or (iii) conflict by which any of their respective properties or assets may be bound or affected except as Previously Disclosed, except, with or violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable respect to GenVec, except (in the case of clauses (ii) and (iii) above) for , such violations, rights, conflicts, breaches, creations or defaults which, either as individually or in the aggregate, have aggregate will not had, and are not reasonably likely to have a Material Adverse Effect material adverse effect on GenVec. Section 3.5(c) the business, operations, assets or financial condition of PBOC and the GenVec Disclosure Letter lists all consents, waivers Bank taken as a whole and approvals under any of GenVec’s agreements, licenses which will not prevent or leases required to be obtained in connection with delay the consummation of the transactions contemplated hereby. (d) . Except as Previously Disclosed and except for (i) consents and approvals of or filings or registrations with or notices to 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 businessState of Delaware, (ii) the filing Secretary of State of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing State of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of, or Rule 14a-12 underCalifornia, the Exchange Act Department, the FRB and materials under Rule 165 the OTS, 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 PBOC, the Bank and Rule 425 under the Securities Act as may be required Interim in connection with this Agreement and the transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, (via) the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market with respect to the shares of GenVec Common Stock to be issued in the Merger execution and (vii) as set forth in Section 3.5(d) of the GenVec Disclosure Letter, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity or The Nasdaq Stock Market, or any other person, is required to be made or obtained by GenVec on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement by PBOC and the Plan Bank or the execution and delivery of the Agreement of Merger or by Interim and (b) the consummation completion by PBOC and the Bank of the transactions contemplated hereby or thereby. the completion by Interim of the transactions contemplated by the Agreement of Merger. (d) As of the date hereof, GenVec neither PBOC nor the Bank is not aware of any reason that reasons relating to PBOC or the condition set forth in Section 5.1(b) would Bank why all consents and approvals shall not be satisfied. (e) There are no bonds, debentures, notes or other indebtedness of GenVec procured from all regulatory agencies having jurisdiction over the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of GenVec may vote. (f) For the purposes transactions contemplated by this Agreement as shall be necessary for consummation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and in accordance with the rules promulgated thereunder, GenVec 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, 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 (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of this transaction governed transactions contemplated by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 million.

Authorized and Effective Agreement. (a) GenVec 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 and the Plan of Merger, subject only to the adoption of this Reorganization Agreement and the Plan of Merger by its stockholdershereunder. The execution and delivery of this Reorganization Agreement and the Plan of Merger 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 GenVecSeller and Seller Bank, except that for the affirmative vote approval of the holders of a majority of the outstanding shares of GenVec Common Stock is the only stockholder vote required to approve the Plan of Merger pursuant to the DGCL and GenVec Articles and GenVec Bylaws. The GenVec board has approved this Reorganization Agreement and the Plan of Merger and declared its advisability in accordance with the provisions of the DGCL and directed that this Agreement by Seller's shareholders and Seller as the Plan sole shareholder of Merger be submitted to GenVec’s stockholders for approval at Seller Bank. This Agreement has been duly and validly executed and delivered by Seller and Seller Bank and, assuming due authorization, execution and delivery by Buyer and Buyer Bank, constitutes a special or annual meeting. (b) Assuming the accuracy of the representation contained in Section 2.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of GenVecSeller 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. (c) Except , 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 3.5(c1818(b) or by the appointment of a conservator by the GenVec Disclosure Letter, neither FDIC. (b) Neither the execution and delivery of this Reorganization Agreement and the Plan of Merger, nor consummation completion of the transactions contemplated hereby or therebyhereby, nor compliance by GenVec 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, charter, bylaws Regulations of Seller or other organizational the equivalent documents of GenVecany Seller Subsidiary, (ii) except as Previously Disclosed, violate, conflict 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 (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 require a consent or waiver under, or result in the creation of any lien, charge or encumbrance upon any property or asset of GenVec 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) conflict with or violate subject to receipt of all required governmental and shareholder approvals, violates any permit, order, writ, injunction, decree, statute, rule or regulation applicable to GenVecSeller 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) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, have not had, adoption of this Agreement and are not reasonably likely to have a Material Adverse Effect on GenVec. Section 3.5(c) the approval of the GenVec Disclosure Letter lists all consents, waivers Corporate Merger and approvals under any of GenVec’s agreements, licenses or leases required to be obtained in connection with Bank Merger by the consummation requisite vote of the transactions contemplated hereby. shareholders of Seller and Seller Bank, respectively, (d) Except for (iiv) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents of Ohio in connection with the appropriate authorities of other states in which either of the parties is qualified to do businessCorporate Merger, (iiv) the filing of the Registration Statement a certificate of dissolution with the SEC in accordance with the Securities Act, (iii) the filing Secretary of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing State of such reports, schedules or materials under Section 13 of, or Rule 14a-12 under, the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required Ohio in connection with this Agreement and the transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, Liquidation; (vi) the filing of a Notification Form: Listing certificate of Additional Shares merger with The Nasdaq Stock Market the Division and the Secretary of State of Ohio in connection with respect to the shares of GenVec Common Stock to be issued in the Merger Bank Merger, and (vii) as set forth in Section 3.5(d) review of the GenVec Disclosure LetterMerger by the DOJ under federal antitrust laws, no consent, approval consents or authorization of, approvals of or declaration, notice, filing filings or registration with, registrations with any Governmental Entity or The Nasdaq Stock Market, with any third party are necessary on the part of Seller or any other person, is required to be made or obtained by GenVec on or prior to the Closing Date Seller Bank in connection with (x) the execution, execution and delivery and performance by Seller of this Agreement and Agreement, or (y) the Plan of Merger or the consummation completion of the transactions contemplated hereby or thereby. As Merger. (d) Except as Previously Disclosed, as of the date hereof, GenVec 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) would why all consents and approvals shall not be satisfied. (e) There are no bonds, debentures, notes or other indebtedness of GenVec procured from all Governmental Entities having jurisdiction over the right to vote (or convertible into, or exchangeable for, securities having Corporate Merger as shall be necessary for the right to vote) on any matters on which stockholders of GenVec may vote. (f) For the purposes completion of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Corporate Merger and the continuation by Buyer after the Effective Time of 1976the business of each of Seller and Seller Bank, respectively, as amended, and in accordance with the rules promulgated thereunder, GenVec hereby represents that it will have less than $100 million in total assets as stated such business is carried on its last regularly prepared balance sheet immediately prior to the ClosingEffective Time, as well as less than $100 million free of annual net sales as stated on any conditions or requirements which could materially impair the last regularly prepared annual statement value of income and expense prior Seller or Seller Bank to the Closing (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of this transaction governed by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 millionBuyer.

Authorized and Effective Agreement. Consents and Approvals (a) GenVec has BYL and BYL Bank have all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of BYL's shareholders of this Agreement) to perform all of its their obligations under this Reorganization Agreement and the Plan of Merger, subject only to the adoption of this Reorganization Agreement and the Plan of Merger by its stockholdersAgreement. The execution and delivery of this Reorganization Agreement and the Plan of Merger 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 GenVecBYL and BYL Bank, except that for the affirmative vote approval of the holders of a majority of the outstanding shares of GenVec Common Stock is the only stockholder vote required to approve the Plan of Merger pursuant to the DGCL and GenVec Articles and GenVec Bylaws. The GenVec board has approved this Reorganization Agreement and the Plan of Merger and declared its advisability in accordance with the provisions of the DGCL and directed that this Agreement by BYL's shareholders. This Agreement has been duly and the Plan of Merger be submitted to GenVec’s stockholders for approval at a special or annual meeting. (b) Assuming the accuracy of the representation contained in Section 2.5(b) hereof, this Reorganization Agreement validly executed and the Plan of Merger constitute delivered by BYL and BYL Bank and constitutes legal, valid and binding obligations of GenVecBYL and BYL Bank which are enforceable against BYL and BYL Bank in accordance with 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) Subject to the approval of this Agreement by the stockholders of BYL, BYL has full corporate power and authority to execute and deliver the Agreement of Merger and to consummate the transactions contemplated thereby in accordance with the terms thereof. The execution and delivery of the Agreement of Merger by BYL and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of BYL. The Agreement of Merger, upon its execution and delivery by BYL, will constitute a valid and binding obligation of BYL, enforceable against it in accordance with their respective and subject to its terms, subject except as to enforceability, to limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ ' rights generally, and to general equity principlesexcept that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (c) Except as set forth in Section 3.5(c) None of the GenVec Disclosure Letter, neither the execution and delivery of this Reorganization Agreement by BYL and BYL Bank, the Plan execution and delivery of Mergerthe Agreement of Merger by BYL, nor the consummation by BYL and BYL Bank of the transactions contemplated hereby or therebyin accordance with the terms hereof, nor the consummation by BYL of the transactions contemplated by the Agreement of Merger in accordance with the terms thereof, compliance by GenVec BYL and BYL Bank with any of the terms or provisions hereof or thereof shall compliance by BYL with any terms or provisions of the Agreement of Merger, will (i) violate any provision of the Articles of Incorporation or Bylaws of BYL or BYL Bank; (ii) assuming that the consents and approvals set forth herein are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BYL or BYL Bank or any of their respective properties or assets, or (iii) violate, conflict with or with, result in a breach of any provision of the articles or certificate of incorporation, charter, bylaws or other organizational documents of GenVec, (ii) conflict withprovisions of, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) or under, result in a breach of any term, condition or provision the termination 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 underaccelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon any property of the properties or asset assets of GenVec pursuant toBYL or BYL Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which BYL or BYL Bank are a party, or (iii) conflict by which any of their respective properties or assets may be bound or affected, except, with or violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable respect to GenVec, except (in the case of clauses (ii) and (iii) above) for , such violations, rights, conflicts, breaches, creations or defaults which, either as individually or in the aggregate, have aggregate will not had, and are not reasonably likely to have a Material Adverse Effect on GenVec. Section 3.5(c) of the GenVec Disclosure Letter lists all consents, waivers and approvals under any of GenVec’s agreements, licenses which will not prevent or leases required to be obtained in connection with delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the FRB, the FDIC, the Department, the OTS, the Secretary of State of the State of Delaware, the Secretary of State of the State of California and the stockholders of BYL, no consents or approvals of or filings or registrations with or notices to any Governmental Entity are required on behalf of BYL or BYL Bank in connection with (a) the execution and delivery of this Agreement by BYL and BYL Bank or the execution and delivery of the Agreement of Merger by BYL, and (b) the completion by BYL and BYL Bank of the transactions contemplated hereby or the completion by BYL of the transactions contemplated by the Agreement of Merger. (d) Except for (i) the filing as Previously Disclosed, as of the Certificate date hereof, neither BYL nor BYL Bank is aware of Merger with the Delaware Secretary of State any reasons relating to BYL or BYL Bank why all consents and appropriate corresponding documents with the appropriate authorities of other states in which either of the parties is qualified to do business, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of, or Rule 14a-12 under, the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may approvals shall not be required in connection with this Agreement and procured from all regulatory agencies having jurisdiction over the transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, (vi) the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market with respect to the shares of GenVec Common Stock to be issued in the Merger and (vii) as set forth in Section 3.5(d) of the GenVec Disclosure Letter, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity or The Nasdaq Stock Market, or any other person, is required to be made or obtained by GenVec 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 as shall be necessary for consummation of the transactions contemplated hereby or thereby. As of the date hereof, GenVec is not aware of any reason that the condition set forth in Section 5.1(b) would not be satisfied. (e) There are no bonds, debentures, notes or other indebtedness of GenVec having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of GenVec 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, GenVec 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, 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 (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of this transaction governed by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 million.

Authorized and Effective Agreement. (a) GenVec 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 and subject to the amendment of Seller's Articles of Incorporation and to the amendment of the Charter of Seller Bank, if necessary, with respect to acquisitions of more than 10% of the outstanding shares of Seller and Seller Bank) to perform all of its respective obligations under this Reorganization Agreement and the Plan of Merger, subject only to the adoption of this Reorganization Agreement and the Plan of Merger by its stockholdershereunder. The execution and delivery of this Reorganization Agreement and the Plan of Merger and the consummation completion of the transactions contemplated hereby and thereby have been deemed advisable by the Board and duly authorized and validly authorized approved by all necessary corporate action in respect thereof on the part of GenVecSeller, except that for the affirmative vote approval of the holders of a majority of the outstanding shares of GenVec Common Stock is the only stockholder vote required to approve the Plan of Merger pursuant to the DGCL and GenVec Articles and GenVec Bylaws. The GenVec board has approved this Reorganization Agreement and the Plan of Merger and declared its advisability in accordance with the provisions of the DGCL and directed that this Agreement by Seller's shareholders. This Agreement has been duly and the Plan of Merger be submitted to GenVec’s stockholders for approval at validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a special or annual meeting. (b) Assuming the accuracy of the representation contained in Section 2.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of GenVecSeller, 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 principles. (c) Except 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 Section 3.5(c12 USC 1818(6) or by the appointment of a conservator by the GenVec Disclosure Letter, neither FDIC. (b) Neither the execution and delivery of this Reorganization Agreement and the Plan of Merger, nor consummation completion of the transactions contemplated hereby or therebyhereby, nor compliance by GenVec Seller with any of the provisions hereof or thereof shall and subject to the amendment of Seller's Articles of Incorporation and to the amendment of the Charter of Seller Bank, if necessary, with respect to acquisitions of more than 10% of the outstanding shares of Seller and Seller Bank (i) does or will conflict with or result in a breach of any provision provisions of the articles Articles of Incorporation or certificate Bylaws of incorporation, charter, bylaws Seller or other organizational the equivalent documents of GenVecSeller Bank, (ii) violate, conflict 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 (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 require a consent or waiver under, or result in the creation of any lien, charge or encumbrance upon any property or asset of GenVec Seller or Seller Bank pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Seller or Seller Bank is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) conflict with or violate subject to receipt of all required governmental and shareholder approvals, violates any permit, order, writ, injunction, decree, statute, rule or regulation applicable to GenVec, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations Seller or defaults which, either individually or in the aggregate, have not had, and are not reasonably likely to have a Material Adverse Effect on GenVec. Section 3.5(c) of the GenVec Disclosure Letter lists all consents, waivers and approvals under any of GenVec’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated herebySeller Bank. (dc) Except To the best knowledge of Seller, and subject to the amendment of Seller's Articles of Incorporation and to the amendment of the Charter of Seller Bank, if necessary, with respect to acquisitions of more than 10% of the outstanding shares of Seller and Seller Bank, except for (i) the filing of applications and notices with and the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which either approvals of the parties is qualified to do businessOTS, the FDIC and FRB, (ii) the filing of the Registration Statement applications with the SEC in accordance with Department and the Securities Actapprovals of the Department, (iii) the filing and clearance of the Joint Proxy Statement/Prospectus Statement relating to the meeting of shareholders of Seller to be held pursuant to Section 5.2 hereof with the SEC in accordance with the Exchange ActSEC, (iv) the filing approval of such reports, schedules or materials under Section 13 of, or Rule 14a-12 under, the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and therebyby the requisite vote of the shareholders of Seller, (v) such consents, approvals, orders, authorizations, registrations, declarations the filing of Articles of Combination with the OTS and filings as may be required under applicable state securities laws and Articles of Merger with the laws of any foreign countryDepartment in connection with the Bank Merger, (vi) the filing of a Notification Form: Listing Articles of Additional Shares Merger with The Nasdaq Stock Market the Secretary of State of the Commonwealth of Pennsylvania in connection with respect to the shares of GenVec Common Stock to be issued in the Merger Company Merger, and (vii) as set forth in Section 3.5(d) review of the GenVec Disclosure LetterMerger by the DOJ under federal antitrust laws, no consent, approval consents or authorization of, approvals of or declaration, notice, filing filings or registration with, registrations with any Governmental Entity or The Nasdaq Stock Market, with any third party are necessary on the part of Seller or any other person, is required to be made or obtained by GenVec on or prior to the Closing Date Seller Bank in connection with (x) the execution, execution and delivery and performance by Seller of this Agreement and the Plan of Merger or the consummation completion of the transactions contemplated hereby hereby, or thereby(y) the Merger. Seller, as the sole shareholder of Seller Bank, has taken all necessary shareholder action to approve the Bank Merger. (d) As of the date hereof, GenVec 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) would why all consents and approvals shall not be satisfied. (e) There are no bonds, debentures, notes or other indebtedness of GenVec procured from all Governmental Entities having jurisdiction over the right to vote (or convertible into, or exchangeable for, securities having Merger as shall be necessary for the right to vote) on any matters on which stockholders of GenVec may vote. (f) For the purposes completion of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Merger and the continuation by Buyer after the Effective Time of 1976the business of each of Seller and Seller Bank, respectively, as amended, and in accordance with the rules promulgated thereunder, GenVec hereby represents that it will have less than $100 million in total assets as stated such business is carried on its last regularly prepared balance sheet immediately prior to the ClosingEffective Time, as well as less than $100 million free of annual net sales as stated on any conditions or requirements which could materially impair the last regularly prepared annual statement value of income and expense prior Seller or Seller Bank to the Closing (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of this transaction governed by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 millionBuyer.

Authorized and Effective Agreement. (a) GenVec Subject to adoption of a Charter Amendment, CFX has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement the Transaction Documents to which CFX is a party. The adoption, execution and delivery of the Transaction Documents to which CFX is a party and the Plan consummation of Mergerthe Transactions contemplated thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of CFX, subject only except that a Charter Amendment must be approved by the affirmative vote of the holders of at least two thirds of all of the shares of CFX entitled to vote for the election of directors in accordance with the Articles of Incorporation of CFX and the issuance of CFX Common Stock pursuant to the adoption Transaction Documents must be approved by the affirmative vote of this Reorganization Agreement the holders of a majority of the votes cast by the holders of CFX Common Stock eligible to vote thereon in accordance with AMEX policy. The Board of Directors of CFX has directed that a Charter Amendment, the Transaction Documents and the Plan Transactions be submitted to CFX's stockholders for approval at an annual or special meeting to be held as soon as practicable. (b) CFX Bank has all requisite corporate power and authority to enter into and perform all of Merger by its stockholdersobligations under the Transaction Documents to which CFX Bank is a party. The execution and delivery of this Reorganization Agreement and the Plan of Merger and the consummation of the transactions Transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GenVec, except that the affirmative vote of the holders of a majority of the outstanding shares of GenVec Common Stock is the only stockholder vote required to approve the Plan of Merger pursuant to the DGCL and GenVec Articles and GenVec Bylaws. The GenVec board has approved this Reorganization Agreement and the Plan of Merger and declared its advisability in accordance with the provisions of the DGCL and directed that this Agreement and the Plan of Merger be submitted to GenVec’s stockholders for approval at a special or annual meetingCFX Bank. (bc) Assuming the accuracy of the representation representations contained in Section 2.5(bSections 2.5(c) hereof, this Reorganization Agreement and the Plan of Merger Transaction Documents constitute legal, valid and binding obligations of GenVecCFX and CFX Bank, in each case enforceable against it them 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 principlesprinciples of equity. (cd) Except as set forth in Section 3.5(c) Previously Disclosed and subject to adoption of the GenVec Disclosure Lettera Charter Amendment, neither the adoption, execution and delivery of this Reorganization Agreement and the Plan of Merger, Transaction Documents nor the consummation of the transactions contemplated hereby or thereby, Transactions nor compliance by GenVec the CFX Entities 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 certificates of incorporationincorporation or association, charter, bylaws charters or other organizational documents by- laws of GenVecthe CFX Entities, (ii) conflict 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 GenVec the CFX Entities pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) conflict with or violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable to GenVecthe CFX Entities, 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, have will not had, and are not reasonably likely to have a Material Adverse Effect on GenVec. Section 3.5(c) of the GenVec Disclosure Letter lists all consents, waivers and approvals under any of GenVec’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated herebyCFX. (de) Except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State approvals specified in Sections 4.2 and appropriate corresponding documents with the appropriate authorities of other states 4.4 hereof, except as Previously Disclosed and except as expressly referred to in which either of the parties is qualified to do business, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of, or Rule 14a-12 under, the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, (vi) the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market with respect to the shares of GenVec Common Stock to be issued in the Merger and (vii) as set forth in Section 3.5(d) of the GenVec Disclosure LetterReorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity governmental or The Nasdaq Stock Marketregulatory authority, or any other person, is required to be made or obtained by GenVec the CFX Entities on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger Transaction Documents or the consummation of the transactions contemplated hereby Transactions other than the filing of certificates or thereby. As articles of the date hereof, GenVec is not aware of any reason that the condition set forth in Section 5.1(b) would not be satisfied. (e) There are no bonds, debentures, notes merger or other indebtedness of GenVec having the right to vote (share exchange or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of GenVec may vote. (f) For the purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and in accordance similar documents with the rules promulgated thereunder, GenVec 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, 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 (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of this transaction governed by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 millionappropriate New Hampshire state authorities.

Authorized and Effective Agreement. (a) GenVec Seller has all requisite corporate power and authority to enter into execute and deliver this Agreement and (subject to receipt of all necessary approvals from Regulatory Authorities and the approval of Seller's shareholders of this Agreement) to perform all of its respective obligations under this Reorganization Agreement and the Plan of Merger, subject only to the adoption of this Reorganization Agreement and the Plan of Merger by its stockholdershereunder. The execution and delivery of this Reorganization Agreement and the Plan of Merger and the consummation completion of the transactions contemplated hereby hereby, up to and thereby including the Merger, 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 GenVecSeller and Seller Bank, except that for the affirmative vote approval of the holders of a majority of the outstanding shares of GenVec Common Stock is the only stockholder vote required to approve the Plan of Merger pursuant to the DGCL and GenVec Articles and GenVec Bylaws. The GenVec board has approved this Reorganization Agreement and the Plan of Merger and declared its advisability in accordance with the provisions of the DGCL and directed that this Agreement by Seller's shareholders and Seller as the Plan sole shareholder of Merger be submitted to GenVec’s stockholders for approval at Seller Bank. This Agreement has been duly and validly executed and delivered by Seller and Seller Bank and, assuming due authorization, execution and delivery by Buyer and Buyer Bank, constitutes a special or annual meeting. (b) Assuming the accuracy of the representation contained in Section 2.5(b) hereof, this Reorganization Agreement and the Plan of Merger constitute legal, valid and binding obligations obligation of GenVecSeller 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. (c) Except , 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 Section 3.5(c12 U.S.C. ss.1818(b) or by the appointment of a conservator by the GenVec Disclosure Letter, neither FDIC. (b) Neither the execution and delivery of this Reorganization Agreement and the Plan of Merger, nor consummation completion of the transactions contemplated hereby or therebyhereby, nor compliance by GenVec 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, charter, bylaws Regulations of Seller or other organizational the equivalent documents of GenVecany Seller Subsidiary, (ii) conflict withviolates, constitute (conflicts with or without notice or lapse of time, or both) or result results in a breach of any term, condition or provision of, or constitutes a default (or an event which, with notice or lapse of time, or both, would constitute a default default) under, or give gives rise to any right of termination, cancellation or acceleration with respect to, or require a consent or waiver under, or result results in the creation of any lien, charge or encumbrance upon any property or asset of GenVec Seller or any Seller Subsidiary pursuant to, any 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) conflict with or violate subject to receipt of all required governmental and shareholder approvals, violates any permit, order, writ, injunction, decree, statute, rule or regulation applicable to GenVec, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations Seller or defaults which, either individually or in the aggregate, have not had, and are not reasonably likely to have a Material Adverse Effect on GenVec. Section 3.5(c) of the GenVec Disclosure Letter lists all consents, waivers and approvals under any of GenVec’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated herebySeller Subsidiary. (dc) Except for (i) the filing of the Certificate of Merger Applications and notices with and the Delaware Secretary of State and appropriate corresponding documents with approvals or the appropriate authorities of other states in which either non-objections of the parties is qualified to do businessFRB, the OTS and the Superintendent, (ii) the filing adoption of this Agreement and the approval of the Registration Statement with Merger by the SEC in accordance with requisite vote of the Securities Actshareholders of Seller and Seller Bank, (iii) the filing of the Joint Proxy Statement/Prospectus Certificate of Merger with the SEC Secretary of State of Ohio in accordance connection with the Exchange ActCorporate Merger, (iv) the filing of such reports, schedules or materials under Section 13 of, or Rule 14a-12 under, a certificate of merger with the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required Secretary of State of Ohio in connection with this Agreement Company Merger; and the transactions contemplated hereby and thereby, (v) such review of the Merger by the DOJ under federal antitrust laws, no consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, (vi) the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market with respect to the shares of GenVec Common Stock to be issued in the Merger and (vii) as set forth in Section 3.5(d) of the GenVec Disclosure Letter, no consent, approval or authorization ofnon-objections, or declaration, notice, filing approvals of or registration with, filings or registrations with any Regulatory Authority or Governmental Entity or The Nasdaq Stock Market, with any third party are necessary on the part of Seller or any other person, is required to be made or obtained by GenVec on or prior to the Closing Date Seller Bank in connection with (x) the execution, execution and delivery and performance by Seller of this Agreement and Agreement, or (y) the Plan of Merger or the consummation completion of the transactions contemplated hereby or thereby. As Merger. (d) Except as Previously Disclosed, as of the date hereof, GenVec to Seller's knowledge, there is not aware of any no reason that the condition set forth in Section 5.1(brelating to Seller or Seller Bank (including CRA compliance) would why all consents, non-objections and approvals shall not be satisfied. (e) There are no bonds, debentures, notes procured from all Governmental Entities or other indebtedness of GenVec Regulatory Authorities having jurisdiction over the right to vote (or convertible into, or exchangeable for, securities having Merger as shall be necessary for the right to vote) on any matters on which stockholders of GenVec may vote. (f) For the purposes completion of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Merger and the continuation by Buyer after the Effective Time of 1976the business of each of Seller and Seller Bank, respectively, as amended, and in accordance with the rules promulgated thereunder, GenVec hereby represents that it will have less than $100 million in total assets as stated such business is carried on its last regularly prepared balance sheet immediately prior to the Closing, 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 (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of this transaction governed by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 millionEffective Time.

Authorized and Effective Agreement. (a) GenVec First Liberty has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement and each of the Plan of Merger, subject only Transaction Documents to the adoption of this Reorganization Agreement and the Plan of Merger by its stockholderswhich it is a party. The execution and delivery of this Reorganization Agreement and the Plan of Merger each such Transaction Document 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 GenVecFirst Liberty, except that for the affirmative vote of the holders of a majority of the outstanding shares votes cast by the holders of GenVec First Liberty Common Stock entitled to vote thereon, which is the only stockholder shareholder vote required to approve the Plan of Merger pursuant to the DGCL First Liberty's articles of incorporation and GenVec Articles and GenVec Bylawsbylaws. The GenVec board Board of Directors of First Liberty has approved and adopted this Reorganization Agreement and the Plan of Merger and declared its advisability in accordance with the provisions of the DGCL Merger, and directed that this Agreement and the Plan of Merger be submitted to GenVec’s stockholders First Liberty's shareholders for approval at a special or annual meetingmeeting to be held as soon as practicable. The Board of Directors of First Liberty has unanimously recommended that the shareholders of First Liberty approve this Agreement and the Merger. (b) Assuming the accuracy of This Agreement and each Transaction Document to which First Liberty is a party have been duly executed and delivered by First Liberty and, assuming the representation contained in Section 2.5(b4.3(b) hereof, this Reorganization Agreement and constitutes the Plan of Merger constitute legal, valid and binding obligations of GenVecFirst Liberty, enforceable against it First Liberty in accordance with their respective its terms, except that such enforceability may be subject as to enforceabilitysupervisory powers of bank regulatory agencies, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. (c) Except as set forth in Section 3.5(c) of the GenVec Disclosure Letter, neither Neither the execution and delivery by First Liberty of this Reorganization Agreement and the Plan of Mergeror any Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GenVec 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, charter, bylaws or other organizational documents of GenVec, (ii) conflict 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 GenVec pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) conflict with or violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable to GenVec, 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, have not had, and are not reasonably likely to have a Material Adverse Effect on GenVec. Section 3.5(c) of the GenVec Disclosure Letter lists all consents, waivers and approvals under any of GenVec’s agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (d) Except for (i) 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, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of, or Rule 14a-12 under, the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, (vi) the filing of a Notification Form: Listing of Additional Shares with The Nasdaq Stock Market with respect to the shares of GenVec Common Stock to be issued in the Merger and (vii) as set forth in Section 3.5(d) of the GenVec Disclosure Letter, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity or The Nasdaq Stock Market, or any other person, is required to be made or obtained by GenVec 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, GenVec is not aware of any reason that the condition set forth in Section 5.1(b) would not be satisfied. (e) There are no bonds, debentures, notes or other indebtedness of GenVec having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of GenVec 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, GenVec 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, 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 (as such terms are defined by 16 C.F.R. § 801.11). Immediately following the Closing and as a result of this transaction governed by this Agreement, GenVec will not hold assets of Diacrin valued in excess of $200 million.transactions