Common use of Bank Merger Clause in Contracts

Bank Merger. (a) Community Banks has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of the Bank Plan of Merger by Community Banks and the consummation by Community Banks of the Bank Merger have been (or will be) duly and validly approved by the Board of Directors of Community Banks and by CMTY as sole shareholder of Community Banks, and no other corporate proceedings on the part of Community Banks are necessary to consummate the Bank Merger. Subject to receipt of required approvals of Regulatory Authorities, the Bank Plan of Merger, upon its execution and delivery by Community Banks concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of Community Banks, enforceable against Community Banks in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of the Bank Plan of Merger and the consummation of the Bank Merger will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or association or bylaws of CMTY or Community Banks; (ii) subject to receipt of required approvals of Regulatory Authorities, violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to CMTY or Community Banks or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of CMTY or Community Banks under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which CMTY or Community Banks is a party, or by which they or any of their respective properties or assets may be bound or affected; excluding from clauses (ii) and (iii) any such items which, in the aggregate, would not have a Material Adverse Effect.

Bank Merger. (a) Community Banks NPBank has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of the Bank Plan of Merger by Community Banks NPBank and the consummation by Community Banks NPBank of the Bank Merger have been (or will be) duly and validly approved by the Board of Directors of Community Banks NPBank and by CMTY NPB as sole shareholder of Community BanksNPBank, and no other corporate proceedings on the part of Community Banks NPBank are necessary to consummate the Bank Merger. Subject to receipt of required approvals of Regulatory Authorities, the The Bank Plan of Merger, upon its execution and delivery by Community Banks NPBank concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of Community BanksNPBank, enforceable against Community Banks NPBank in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of the Bank Plan of Merger and the consummation of the Bank Merger will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or association or bylaws of CMTY NPB or Community BanksNPBank; (ii) subject to receipt of required approvals of Regulatory Authorities, violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to CMTY NPB or Community Banks NPBank or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of CMTY NPB or Community Banks NPBank under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which CMTY NPB or Community Banks NPBank is a party, or by which they or any of their respective properties or assets may be bound or affected; excluding from clauses (ii) and (iii) any such items which, in the aggregate, would not have a Material Adverse Effect.

Bank Merger. (a) Community Banks BBank has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of the Bank Plan of Merger by Community Banks BBank and the consummation by Community Banks BBank of the Bank Merger have been (or will be) duly and validly approved by the Board of Directors of Community Banks BBank and by CMTY CIB as sole shareholder of Community BanksBBank, and no other corporate proceedings on the part of Community Banks BBank are necessary to consummate the Bank Merger. Subject to receipt of required approvals of Regulatory Authorities, the The Bank Plan of Merger, upon its execution and delivery by Community Banks BBank concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of Community BanksBBank, enforceable against Community Banks BBank in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of the Bank Plan of Merger and the consummation of the Bank Merger will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or association or bylaws of CMTY CIB or Community BanksBBank; (ii) subject to receipt of required approvals of Regulatory Authorities, violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to CMTY CIB or Community Banks BBank or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of CMTY CIB or Community Banks BBank under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which CMTY CIB or Community Banks BBank is a party, or by which they or any of their respective properties or assets may be bound or affected; excluding from clauses (ii) and (iii) any such items which, in the aggregate, would not have a Material Adverse Effect.

Bank Merger. (a) Community Banks Peoples Bank has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of the Bank Plan of Merger by Community Banks Peoples Bank and the consummation by Community Banks Peoples Bank of the Bank Merger have been (or will be) duly and validly approved by the Board of Directors of Community Banks Peoples Bank and by CMTY PFI as sole shareholder of Community BanksPeoples Bank, and no other corporate proceedings on the part of Community Banks Peoples Bank are necessary to consummate the Bank Merger. Subject to receipt of required approvals of Regulatory Authorities, the Bank Plan of Merger, upon its execution and delivery by Community Banks Peoples Bank concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of Community BanksPeoples Bank, enforceable against Community Banks Peoples Bank in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of the Bank Plan of Merger and the consummation of the Bank Merger will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or association or bylaws of CMTY PFI or Community BanksPeoples Bank; (ii) subject to receipt of required approvals of Regulatory AuthoritiesApprovals, violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to CMTY PFI or Community Banks Peoples Bank or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of CMTY PFI or Community Banks Peoples Bank under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which CMTY PFI or Community Banks Peoples Bank is a party, or by which they or any of their respective properties or assets may be bound or affected; excluding from clauses (ii) and (iii) any such items which, in the aggregate, would not have a Material Adverse Effect.

Bank Merger. (a) Community Banks BUCS has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of the Bank Plan of Merger by Community Banks BUCS and the consummation by Community Banks BUCS of the Bank Merger have been (or will be) duly and validly approved by the Board of Directors of Community Banks BUCS and by CMTY BFC as sole shareholder of Community BanksBUCS, and no other corporate proceedings on the part of Community Banks BUCS are necessary to consummate the Bank Merger. Subject to receipt of required approvals of Regulatory AuthoritiesAuthorities and the expiration of all required waiting periods, the Bank Plan of Merger, upon its execution and delivery by Community Banks BUCS concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of Community BanksBUCS, enforceable against Community Banks BUCS in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of the Bank Plan of Merger and the consummation of the Bank Merger will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or association or bylaws of CMTY BFC, BUCS or Community Banksany Subsidiary of BUCS; (ii) subject to receipt of required approvals Regulatory Approvals and the expiration of Regulatory Authoritiesall required waiting periods, violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to CMTY or Community Banks BFC, BUCS, any Subsidiary of BUCS or any of their respective properties or assets; or (iii) except as disclosed in BFC Disclosure Schedule 3.17(b) (iii), violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of CMTY BFC or Community Banks BUCS under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which CMTY BFC or Community Banks BUCS is a party, or by which they or any of their respective properties or assets may be bound or affected; excluding from clauses (ii) and (iii) any such items which, in the aggregate, would not have a Material Adverse Effect.

Bank Merger. (a) Community Banks BUCS has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of the Bank Plan of Merger by Community Banks BUCS and the consummation by Community Banks BUCS of the Bank Merger have been (or will be) duly and validly approved by the Board of Directors of Community Banks BUCS and by CMTY BFC as sole shareholder of Community BanksBUCS, and no other corporate proceedings on the part of Community Banks BUCS are necessary to consummate the Bank Merger. Subject to receipt of required approvals of Regulatory AuthoritiesAuthorities and the expiration of all required waiting periods, the Bank Plan of Merger, upon its execution and delivery by Community Banks BUCS concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of Community BanksBUCS, enforceable against Community Banks BUCS in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of the Bank Plan of Merger and the consummation of the Bank Merger will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or association or bylaws of CMTY BFC, BUCS or Community Banksany Subsidiary of BUCS; (ii) subject to receipt of required approvals Regulatory Approvals and the expiration of Regulatory Authoritiesall required waiting periods, violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to CMTY or Community Banks BFC, BUCS, any Subsidiary of BUCS or any of their respective properties or assets; or (iii) except as disclosed in BFC Disclosure Schedule 3.17(b)(iii), violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of CMTY BFC or Community Banks BUCS under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which CMTY BFC or Community Banks BUCS is a party, or by which they or any of their respective properties or assets may be bound or affected; excluding from clauses (ii) and (iii) any such items which, in the aggregate, would not have a Material Adverse Effect.

Bank Merger. (a) Community Banks NPBank has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of the Bank Plan of Merger by Community Banks NPBank and the consummation by Community Banks NPBank of the Bank Merger have been (or will be) duly and validly approved by the Board of Directors of Community Banks NPBank and by CMTY NPB as sole shareholder of Community BanksNPBank, and no other corporate proceedings on the part of Community Banks NPBank are necessary to consummate the Bank Merger. Subject to receipt of required approvals of Regulatory Authorities, the Bank Plan of Merger, upon its execution and delivery by Community Banks NPBank concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of Community BanksNPBank, enforceable against Community Banks NPBank in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of the Bank Plan of Merger and the consummation of the Bank Merger will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or association or bylaws of CMTY NPB or Community BanksNPBank; (ii) subject to receipt of required approvals of Regulatory Authorities, violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to CMTY NPB or Community Banks NPBank or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of CMTY NPB or Community Banks NPBank under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which CMTY NPB or Community Banks NPBank is a party, or by which they or any of their respective properties or assets may be bound or affected; excluding from clauses (ii) and (iii) any such items which, in the aggregate, would not have a Material Adverse Effect.

Bank Merger. (a) Community Banks NPBank has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of the Bank Plan of Merger by Community Banks NPBank and the consummation by Community Banks NPBank of the Bank Merger have been (or will be) duly and validly approved by the Board of Directors of Community Banks NPBank and by CMTY NPB as sole shareholder of Community BanksNPBank, and no other corporate proceedings on the part of Community Banks NPBank are necessary to consummate the Bank Merger. Subject to receipt of required approvals of Regulatory Authorities, the Bank Plan of Merger, upon its execution and delivery by Community Banks NPBank concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of Community BanksNPBank, enforceable against Community Banks NPBank in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of the Bank Plan of Merger and the consummation of the Bank Merger will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or association or bylaws of CMTY NPB or Community BanksNPBank; (ii) subject to receipt of required approvals of Regulatory Authorities, violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to CMTY NPB or Community Banks NPBank or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of CMTY NPB or Community Banks NPBank under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which CMTY NPB or Community Banks NPBank is a party, or by which they or any of their respective properties or assets may be bound or affected; excluding from clauses (ii) and (iii) any such items which, in the aggregate, would not have a Material Adverse Effect.

Bank Merger. (a) Community Banks Peoples Bank has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of the Bank Plan of Merger by Community Banks Peoples Bank and the consummation by Community Banks Peoples Bank of the Bank Merger have been (or will be) duly and validly approved by the Board of Directors of Community Banks Peoples Bank and by CMTY PFI as sole shareholder of Community BanksPeoples Bank, and no other corporate proceedings on the part of Community Banks Peoples Bank are necessary to consummate the Bank Merger. Subject to receipt of required approvals of Regulatory Authorities, the Bank Plan of Merger, upon its execution and delivery by Community Banks Peoples Bank concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of Community BanksPeoples Bank, enforceable against Community Banks Peoples Bank in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of the Bank Plan of Merger and the consummation of the Bank Merger will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or association or bylaws of CMTY PFI or Community BanksPeoples Bank; (ii) subject to receipt of required approvals of Regulatory AuthoritiesApprovals, violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to CMTY PFI or Community Banks Peoples Bank or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of CMTY PFI or Community Banks Peoples Bank under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which CMTY PFI or Community Banks Peoples Bank is a party, or by which they or any of their respective properties or assets may be bound or affected; excluding from clauses (ii) and (iii) any such items which, in the aggregate, would not have a Material Adverse Effect.