Common use of Conditions of All Parties Clause in Contracts

Conditions of All Parties. The obligations of each of the Parties hereto to consummate the Company Merger are subject to the satisfaction of the following conditions at or prior to the Closing: (a) This Agreement and the Company Merger shall have been duly approved by the shareholders of Old Florida and the issuance of Bancshares Common Stock in connection with the Company Merger shall have been duly approved by the shareholders of Bancshares. (b) The Registration Statement shall have become effective prior to the mailing of the Proxy Statement, no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings for that purpose shall have been instituted or, to the knowledge of any Party, shall be contemplated, and Bancshares shall have received all state securities laws permits and authorizations necessary to consummate the transactions contemplated hereby. (c) No action or proceeding shall have been threatened or instituted before a court or other governmental body to restrain or prohibit the transactions contemplated by this Agreement, or to obtain damages or other relief in connection with the execution of such agreements, or the consummation of the transactions contemplated hereby or thereby; and no governmental agency shall have given notice to any Party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law, or that it intends to commence proceedings to restrain consummation of the Mergers. (d) All statutory requirements for the valid consummation of the transactions contemplated by this Agreement shall have been fulfilled; all appropriate orders, consents and approvals from all regulatory agencies and other governmental authorities whose order, consent or approval is required by law for the consummation of the transactions contemplated by this Agreement shall have been received; and the terms of all requisite orders, consents and approvals shall then permit the effectuation of the Mergers without imposing any material conditions with respect thereto except for any such conditions that are acceptable to Bancshares. (e) Bancshares and Old Florida shall have received a written opinion from Xxxxx & Xxxxxxxxx, P.A. customary in scope and opining to the matters set forth on Exhibit 6.01(e), subject to customary qualifications, limitations and assumptions (the “Tax Opinion”), dated the date of the Effective Time. (f) Bancshares shall have offered seats on its Board of Directors to two current member of Old Florida’s Board of Directors, who shall be jointly selected by Bancshares and Old Florida. Such individual’s service on Bancshares’ Board of Directors shall commence as soon as practicable after the Effective Time. (g) The Nasdaq Stock Market Global Market System shall not have issued any objection to, or otherwise prohibited, the listing of the Bancshares Common Stock to be issued in the Company Merger.

Conditions of All Parties. The obligations of each of the Parties hereto to consummate the Company Merger are subject to the satisfaction of the following conditions at or prior to the Closing: (a) This Agreement and the Company Merger shall have been duly approved by the shareholders of Old Florida and the issuance of Bancshares Common Stock in connection with the Company Merger shall have been duly approved by the shareholders of Bancshares. (b) The Registration Statement shall have become effective prior to the mailing of the Proxy Statement, no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings All Required Governmental Approvals for that purpose shall have been instituted or, to the knowledge of any Party, shall be contemplated, and Bancshares shall have received all state securities laws permits and authorizations necessary to consummate the transactions contemplated hereby. (c) No action or proceeding shall have been threatened or instituted before a court or other governmental body to restrain or prohibit the transactions contemplated by this Agreement, or to obtain damages or other relief in connection with the execution of such agreements, or the consummation of the transactions contemplated hereby or thereby; and no governmental agency shall have given notice to any Party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law, or that it intends to commence proceedings to restrain consummation of the Mergers. (d) All statutory requirements for the valid consummation of the transactions contemplated by this Agreement shall have been fulfilledobtained without the imposition of any conditions that would have a Material Adverse Effect. All such Required Governmental Approvals shall be in effect, and no actions, suits, hearings, arbitrations or proceedings (public or private) (collectively, "Proceedings") shall have been instituted or threatened by any Governmental Authority against Seller or Purchaser (or any of their Affiliates) with respect thereto as to which there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval; all appropriate ordersapplicable waiting periods with respect to such Required Governmental Approvals shall have expired; and all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals to be satisfied on or prior to the Closing shall have been satisfied allowing all such Required Governmental Approvals to be and to remain in full force and effect assuming continued compliance with the terms thereof after the Closing. (b) The Required Contractual Consents shall have been obtained without the imposition of any conditions that would have a Material Adverse Effect. All such Required Contractual Consents shall be in full force and effect and no Proceeding shall have been instituted or threatened with respect thereto that, consents would have a Material Adverse Effect. All conditions and approvals from requirements prescribed by any required Contractual Consent (or any such other consent) to be satisfied on or prior to the Closing Date shall have been satisfied in all regulatory agencies material respects. (c) The transactions contemplated by this Agreement and other governmental authorities whose the consummation of the Closing shall not violate any Applicable Law. No temporary restraining order, consent preliminary or approval is required permanent injunction, cease and desist order or other order issued by law for any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, and there shall be no pending or threatened actions or proceedings by this Agreement any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking to restrict or prohibit the consummation of the transactions contemplated hereby. (d) Concurrently with the Closing, the parties shall have been received; and executed a Securityholders Agreement containing the terms of all requisite orders, consents set forth on Exhibit A and approvals shall then permit the effectuation of the Mergers without imposing any material conditions with respect thereto except for any --------- such conditions that other commercially reasonable terms as are acceptable satisfactory to Bancshareseach party hereto in their reasonable discretion. (e) Bancshares and Old Florida The parties to the Asset Purchase Agreement shall have received a written opinion from Xxxxx & Xxxxxxxxx, P.A. customary complied in scope all material respects with each of their agreements and opining covenants contained therein to be performed on or prior to the matters set forth on Exhibit 6.01(e), subject to customary qualifications, limitations and assumptions (the “Tax Opinion”), dated the date of the Effective TimeClosing Date. (f) Bancshares The transactions contemplated under the Asset Purchase Agreement shall have offered seats on its Board of Directors to two current member of Old Florida’s Board of Directors, who shall be jointly selected by Bancshares and Old Florida. Such individual’s service on Bancshares’ Board of Directors shall commence as soon as practicable after the Effective Timebeen consummated. (g) The Nasdaq Stock Market Global Market System shall not have issued any objection to, or otherwise prohibited, the listing of the Bancshares Common Stock to be issued in the Company Merger.

Conditions of All Parties. The obligations of each of the Parties parties hereto to consummate the Company Merger are subject to the satisfaction of the following conditions at or prior to the Closing: (a) This Agreement and the Company Merger shall have been duly approved by the shareholders of Old Florida and the issuance of Bancshares Common Stock in connection with the Company Merger shall have been duly approved by the shareholders of BancsharesBristol. (b) The Registration Statement shall have become effective prior to the mailing of the Proxy Statement, no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings for that purpose shall have been instituted or, to the knowledge of any Partyparty, shall be contemplated, and Bancshares shall have received all state securities laws permits and authorizations necessary to consummate the transactions contemplated hereby. (c) No action or proceeding shall have been threatened or instituted before a court or other governmental body to restrain or prohibit the transactions contemplated by this Agreement, Agreement or to obtain damages or other relief in connection with the execution of such agreements, agreements or the consummation of the transactions contemplated hereby or thereby; and no governmental agency shall have given notice to any Party party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law, law or that it intends to commence proceedings to restrain consummation of the MergersMerger. (d) All statutory requirements for the valid consummation of the transactions contemplated by the this Agreement shall have been fulfilled; all appropriate orders, consents and approvals from all regulatory agencies and other governmental authorities whose order, consent or approval is required by law for the consummation of the transactions contemplated by this Agreement shall have been received; and the terms of all requisite orders, consents and approvals shall then permit the effectuation of the Mergers Merger without imposing any material conditions with respect thereto except for any such conditions that are acceptable Bancshares reasonably determines to Bancsharesbe unduly burdensome. (e) Bancshares and Old Florida Bristol shall have received a written opinion from Xxxxx & Xxxxxxxxx, P.A. customary in scope a form reasonably satisfactory to Bancshares and opining to the matters set forth on Exhibit 6.01(e), subject to customary qualifications, limitations and assumptions Bristol (the “Tax Opinion”), dated the date of the Effective Time, substantially to the effect that: (i) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code; (ii) each of Bancshares and Bristol will be a party to a reorganization within the meaning of Section 368(b) of the Code; (iii) no gain or loss will be recognized by holders of Bristol Common Stock who exchange all of their Bristol Common Stock solely for Bancshares Common Stock pursuant to the Merger (except with respect to any cash received in lieu of a fractional share interest in Bancshares Common Stock); (iv) the tax basis of the Bancshares Common Stock received (including fractional shares deemed received and redeemed) by holders of Bristol Common Stock who exchange all of their Bristol Common Stock solely for Bancshares Common Stock in the Merger will be the same as the tax basis of the Bristol Common Stock surrendered in exchange for the Bancshares Common Stock (reduced by an amount allocable to a fractional share interest in Bancshares Common Stock deemed received and redeemed); and (v) the holding period of the Bancshares Common Stock received (including fractional shares deemed received and redeemed) by holders who exchange all of their Bristol Common Stock solely for Bancshares Common Stock in the Merger will be the same as the Bristol period of the Bristol Common Stock surrendered in exchange therefor, provided that such Bristol Common Stock is held as a capital asset at the Effective Time. In rendering such Tax Opinion, such counsel shall be entitled to rely upon representations of officers of Bristol and Bancshares reasonably satisfactory in form and substance to such counsel. (f) Bancshares shall have offered seats a seat on its Board of Directors to two Xxx Xxxxx, a current member of Old FloridaBristol’s Board of Directors, who shall be has been jointly selected by Bancshares and Old FloridaBristol. Such individual’s Xx. Xxxxx’x service on Bancshares’ Board of Directors shall commence as soon as practicable after the Effective Time. (g) The Nasdaq Stock Market Global Market System shall not have issued any objection to, or otherwise prohibited, the listing of the Bancshares Common Stock to be issued in the Company Merger.

Conditions of All Parties. The obligations of each of the Parties hereto to consummate the Company Merger are subject to the satisfaction of the following conditions at or prior to the Closing: (a) This Agreement and the Company Merger shall have been duly approved by the shareholders of Old Florida and the issuance of Bancshares Common Stock in connection with the Company Merger shall have been duly approved by the shareholders of Bancshares. (b) The Registration Statement shall have become effective prior to the mailing of the Proxy Statement, no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings All Required Governmental Approvals for that purpose shall have been instituted or, to the knowledge of any Party, shall be contemplated, and Bancshares shall have received all state securities laws permits and authorizations necessary to consummate the transactions contemplated hereby. (c) No action or proceeding shall have been threatened or instituted before a court or other governmental body to restrain or prohibit the transactions contemplated by this Agreement, or to obtain damages or other relief in connection with the execution of such agreements, or the consummation of the transactions contemplated hereby or thereby; and no governmental agency shall have given notice to any Party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law, or that it intends to commence proceedings to restrain consummation of the Mergers. (d) All statutory requirements for the valid consummation of the transactions contemplated by this Agreement shall have been fulfilledobtained without the imposition of any conditions that would have a Material Adverse Effect. All such Required Governmental Approvals shall be in effect, and no actions, suits, hearings, arbitrations or proceedings (public or private) (collectively, "Proceedings") shall have been instituted or threatened by any Governmental Authority against Seller or Purchaser (or any of their Affiliates) with respect thereto as to which there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval; all appropriate orders, consents applicable waiting periods with respect to such Required Governmental Approvals shall have expired; and approvals from all regulatory agencies conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals to be satisfied on or prior to the Closing shall have been satisfied allowing all such Required Governmental Approvals to be and to remain in full force and effect assuming continued compliance with the terms thereof after the Closing. (b) The Required Contractual Consents shall have been obtained without the imposition of any conditions that would have a Material Adverse Effect. All such Required Contractual Consents shall be in full force and effect and no Proceeding shall have been instituted or threatened with respect thereto that would have a Material Adverse Effect. All conditions and requirements prescribed by any required Contractual Consent (or any such other governmental authorities whose consent) to be satisfied on or prior to the Closing Date shall have been satisfied in all material respects. (c) The transactions contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No temporary restraining order, consent preliminary or approval is required permanent injunction, cease and desist order or other order issued by law for any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, and there shall be no pending or threatened actions or proceedings by this Agreement any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking to restrict or prohibit the consummation of the transactions contemplated hereby. (d) Concurrently with the Closing, the parties shall have been received; executed a Stockholders Agreement and a Registration Rights Agreement substantially in the terms of all requisite ordersforms attached hereto as Exhibit B and Exhibit C, consents and approvals shall then permit the effectuation of the Mergers without imposing any material conditions with respect thereto except for any such conditions that are acceptable to Bancsharesrespectively. (e) Bancshares Concurrently with the Closing, CMP and Old Florida Newco shall have received a written opinion from Xxxxx & Xxxxxxxxx, P.A. customary in scope executed the CMP Loan Agreement and opining to CMP shall have funded the matters set forth on Exhibit 6.01(e), subject to customary qualifications, limitations and assumptions (the “Tax Opinion”), dated the date of the Effective TimeCMP Loan. (f) Bancshares Concurrently with the Closing, Newco shall have offered seats on its Board entered into Executive Stock Purchase Agreements with certain executives of Directors Newco and Newco shall have issued an aggregate of 100,000 shares of Newco Common Stock to two current member of Old Florida’s Board of Directors, who shall be jointly selected by Bancshares and Old Florida. Such individual’s service on Bancshares’ Board of Directors shall commence as soon as practicable after the Effective Timesuch executives pursuant thereto. (g) The Nasdaq Stock Market Global Market System parties to the Asset Purchase Agreement shall not have issued any objection to, or otherwise prohibited, the listing complied in all material respects with each of the Bancshares Common Stock their agreements and covenants contained therein to be issued in performed on or prior to the Company MergerClosing Date. (h) The transactions contemplated under the Asset Purchase Agreement shall have been consummated.

Conditions of All Parties. The obligations of each of the Parties hereto Party to consummate the Company Merger are subject to the satisfaction of the following conditions at or prior to the Closing: (a) This Agreement and the Company Merger shall have been duly approved by the shareholders of Old Florida and the issuance of Bancshares Common Stock in connection with the Company Merger shall have been duly approved by the shareholders of Bancshares. (b) The Registration Statement shall have become effective prior to the mailing of the Proxy Statement, no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings for that purpose shall have been instituted or, to the knowledge of any Party, shall be contemplated, and Bancshares shall have received all state securities laws permits and authorizations necessary to consummate the transactions contemplated hereby. (c) No action or proceeding shall have been threatened or instituted before a court or other governmental body to restrain or prohibit the transactions contemplated by this Agreement, or to obtain damages or other relief in connection with the execution of such agreements, or the consummation of the transactions contemplated hereby or thereby; and no governmental agency shall have given notice to any Party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law, or that it intends to commence proceedings to restrain consummation of the Mergers. (d) All statutory requirements for the valid consummation of the transactions contemplated by this Agreement shall be subject to the fulfillment at or before the Closing Date of each of the following, unless such condition is otherwise waived by all of the Parties: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, and there shall not have been fulfilled; all appropriate orderscommenced, consents and approvals from all regulatory agencies and other governmental authorities whose orderpending or, consent to the Vendors’ Knowledge, threatened against the Vendors, with respect to the Vendors’ Clinics that could reasonably be expected to have the effect of preventing or approval is required by law for making illegal or that would enjoin, restrict or prohibit the consummation of the transactions contemplated by this Agreement. (b) There shall not be in effect on the Closing Date any Laws or Action restraining, enjoining, or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement. (c) There shall not be pending threatened on the Closing Date any Action or any other action in, before or by any Governmental Authority or any other Person (including a Party hereto) which could reasonably be expected to result in the issuance of any order, or the enactment, promulgation or deemed applicability to the Purchaser, the Vendors, the Purchased Assets, the Vendors’ Clinics or its business, operations or assets, or any transaction contemplated by this Agreement shall or any of the Transaction Documents, to restrain or prohibit the completion of the transactions contemplated by this Agreement. (d) The TSX-V will have granted any Consent or other required approval for the sale and disposition of the Purchased Assets on the terms set out in this Agreement, as well as approval of the transactions contemplated in this Agreement, and any terms and conditions which the TSX-V may impose in connection with such matters will have been received; and the terms of all requisite orders, consents and approvals shall then permit the effectuation of the Mergers without imposing any material conditions with respect thereto except for any such conditions that are acceptable to Bancsharessatisfied. (e) Bancshares JNMC will have obtained the Shareholder Meeting Approvals. If any of the conditions in this Section 8.1 have not been fulfilled by the Closing Date as a result of a third- party and Old Florida shall have received a written opinion from Xxxxx & Xxxxxxxxxnot the action/inaction of the Vendors or the Purchaser or WELL themselves, P.A. customary any Party which is not directly or indirectly responsible for the failure of such condition to be satisfied may terminate this Agreement by notice in scope and opining writing to the matters set forth on Exhibit 6.01(e)other Parties, subject to customary qualifications, limitations and assumptions (the “Tax Opinion”), dated the date of the Effective Time. (f) Bancshares shall have offered seats on its Board of Directors to two current member of Old Florida’s Board of Directors, who in which event all such Parties shall be jointly selected by Bancshares and Old Floridareleased from all of their obligations under this Agreement. Such individual’s service on Bancshares’ Board Notwithstanding the foregoing, any Party may waive compliance with any condition in whole or in part if they see fit to do so, without prejudice to its rights of Directors shall commence as soon as practicable after the Effective Time. (g) The Nasdaq Stock Market Global Market System shall not have issued any objection to, or otherwise prohibited, the listing of the Bancshares Common Stock to be issued termination in the Company Mergerevent of non-fulfillment of any other condition, in whole or in part, to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.

Conditions of All Parties. The obligations (a) All Required Governmental Approvals for the transactions contemplated by this Agreement indicated with an asterisk (*) on Schedule 3.11(b) and all Permits indicated with an asterisk (*) on ---------------- Schedule 3.11 (a) shall have been obtained without the imposition of each any ---------------- material conditions. All such Required Governmental Approvals and such Permits shall be in effect, and no Proceedings shall have been instituted or threatened by any Governmental Authority against Seller or Newco (or any of their Affiliates) with respect thereto as to which there is a material risk of a determination thatwould terminate the Parties hereto effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval or such Permit; all applicable waiting periods with respect to consummate the Company Merger are subject such Required Governmental Approvals and such Permits shall have expired; and all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals and such Permits to the satisfaction of the following conditions at be satisfied on or prior to the Closing: (a) This Agreement and the Company Merger Closing Date shall have been duly approved by the shareholders of Old Florida satisfied allowing all such Required Governmental Approvals and the issuance of Bancshares Common Stock such Permits to be and to remain in connection full force and effect assuming continued compliance with the Company Merger shall have been duly approved by terms thereof after the shareholders of BancsharesClosing. (b) The Registration Statement shall have become effective prior to the mailing of the Proxy Statement, no stop order suspending the effectiveness of the Registration Statement Required Contractual Consents indicated with an asterisk (*) on Schedule 3.11(b) shall have been issuedobtained without the ---------------- imposition of any material conditions. All such Required Contractual Consents (and with respect to the Subsequent Material Contracts, such other consents as may be required) shall be in full force and effect and no proceedings for that purpose Proceeding shall have been instituted oror threatened with respect thereto that, would have a Material Adverse Effect. All conditions and requirements prescribed by any required Contractual Consent (or any such other consent) to be satisfied on or prior to the knowledge Closing Date shall have been satisfied in all material respects. (c) The transactions contemplated by this Agreement and the consummation of the Closing shall not violate any PartyApplicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be contemplatedin effect, and Bancshares there shall have received all state securities laws permits and authorizations necessary be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking to consummate restrict or prohibit the consummation of the transactions contemplated hereby. (cd) No action Newco shall have amended its certificate of incorporation to authorize the issuance of 25,000 shares of Newco Exchangeable Preferred Stock, 24,000 shares of Newco Junior Preferred Stock, 2,000,000 shares of Newco Common Stock, and 1,000,000 shares of Newco Class B Common Stock, and each party hereto shall have delivered to the other party a certificate to the effect that the provisions in such amendment are satisfactory. (e) Seller and CVC shall have entered into a Stock Sale Agreement, substantially in the form attached hereto as Exhibit B (the "Stock --------- Sale Agreement"), relating to the purchase by CVC from Seller of 600,000 shares of Newco Common Stock or proceeding Newco Class B Common Stock and 14,400 shares of Newco Junior Preferred Stock immediately following the Closing. The Stock Sale Agreement shall remain in full force and effect and all conditions to closing contained in the Stock Sale Agreement shall have been threatened or instituted before a court or satisfied (other governmental body to restrain or prohibit the transactions contemplated by this Agreement, or to obtain damages or other relief in connection with the execution of such agreements, or than the consummation of the transactions contemplated hereby or therebyhereby); and no governmental agency Seller shall have given notice received a certificate signed by a duly authorized executive officer of CVC to any Party hereto the foregoing effect and to the effect that CVC has irrevocably and unconditionally committed to consummate the transactions contemplated by the Stock Sale Agreement and to pay the purchase price for the shares of Newco Common Stock and Newco Junior Preferred Stock to be sold thereunder following consummation of the transactions contemplated by this Agreement would constitute a violation of any law, or that it intends to commence proceedings to restrain consummation of the Mergershereby. (df) All statutory requirements for Concurrently with the valid consummation Closing, Newco shall have issued and sold the Newco Senior Subordinated Notes, resulting in net cash proceeds to Newco (after the payment of underwriting discounts, commissions and offering expenses) of not less than $96,000,000. (g) Concurrently with the Closing, Newco shall be satisfied with all of its working capital financing, including the terms of the transactions contemplated by this Agreement shall have been fulfilled; all appropriate ordersWorking Capital Facility, consents and approvals from all regulatory agencies and which, among other governmental authorities whose orderthings, consent or approval is required by law for will provide Newco with not less than $40,000,000 of borrowing capacity on the Closing Date prior to the consummation of the transactions contemplated hereby; and Newco shall have received cash funds under its working capital facilities sufficient, when taken together with all other funds available to Newco on the Closing Date, to pay the Cash Component to Seller. (h) Concurrently with the Closing, Newco and Seller shall have entered into the Registration Rights Agreement relating to the Newco Exchangeable Preferred Stock, Newco Common Stock and Newco Class B Common Stock on commercially reasonable terms and conditions satisfactory to Newco and Seller in their reasonable discretion, and each party shall have delivered to the other party a certificate to the effect that the provisions contained in such agreement are satisfactory. (i) Concurrently with the Closing, Newco shall have entered into an Indenture relating to the Newco Exchange Debentures, and each party shall have delivered to the other party a certificate to the effect that the provisions contained in the Indenture are satisfactory. (j) Concurrently with or prior to the Closing Date, except as otherwise provided in Section 6.08, all letters of credit tendered on behalf of the Seller to third parties and all guarantees by this Agreement Seller, the Shareholders or A&B of any Assumed Liabilities shall have been received; and released, extinguished or assumed by Newco or arrangements satisfactory to Seller shall have been made for their release, extinguishment or assumption promptly after the terms of all requisite orders, consents and approvals shall then permit the effectuation of the Mergers without imposing any material conditions with respect thereto except for any such conditions that are acceptable to BancsharesClosing. (ek) Bancshares and Old Florida Seller shall have received a written opinion from obtained fee title to that certain parcel of real property located in Crockett, California commonly referred to as 15 and 9 Crolona Heights Drive (the "Xxxxxxx Xxxxx & Xxxxxxxxx, P.A. customary in scope and opining to the matters set forth Xxxxx xxd Cottage" listed as item 3 on Exhibit 6.01(eSchedule 3.07(a)), subject to customary qualifications, limitations and assumptions (the “Tax Opinion”), dated the date of the Effective Time. (f) Bancshares shall have offered seats on its Board of Directors to two current member of Old Florida’s Board of Directors, who such parcel shall be jointly selected by Bancshares and Old Florida. Such individual’s service on Bancshares’ Board of Directors shall commence as soon as practicable after the Effective Time. (g) The Nasdaq Stock Market Global Market System shall not have issued any objection to, or otherwise prohibited, the listing of the Bancshares Common Stock to be issued included in the Company MergerTransferred Assets.

Conditions of All Parties. The obligations (a) All Required Governmental Approvals for the transactions contemplated by this Agreement indicated with an asterisk (*) on Schedule 3.11(b) and all Permits indicated with an asterisk (*) on ---------------- Schedule 3.11 (a) shall have been obtained without the imposition of each any ---------------- material conditions. All such Required Governmental Approvals and such Permits shall be in effect, and no Proceedings shall have been instituted or threatened by any Governmental Authority against Seller or Newco (or any of their Affiliates) with respect thereto as to which there is a material risk of a determination that would terminate the Parties hereto effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval or such Permit; all applicable waiting periods with respect to consummate the Company Merger are subject such Required Governmental Approvals and such Permits shall have expired; and all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals and such Permits to the satisfaction of the following conditions at be satisfied on or prior to the Closing: (a) This Agreement and the Company Merger Closing Date shall have been duly approved by the shareholders of Old Florida satisfied allowing all such Required Governmental Approvals and the issuance of Bancshares Common Stock such Permits to be and to remain in connection full force and effect assuming continued compliance with the Company Merger shall have been duly approved by terms thereof after the shareholders of BancsharesClosing. (b) The Registration Statement shall have become effective prior to the mailing of the Proxy Statement, no stop order suspending the effectiveness of the Registration Statement Required Contractual Consents indicated with an asterisk (*) on Schedule 3.11(b) shall have been issuedobtained without the ---------------- imposition of any material conditions. All such Required Contractual Consents (and with respect to the Subsequent Material Contracts, such other consents as may be required) shall be in full force and effect and no proceedings for that purpose Proceeding shall have been instituted or, or threatened with respect thereto that would have a Material Adverse Effect. All conditions and requirements prescribed by any required Contractual Consent (or any such other consent) to be satisfied on or prior to the knowledge of any Party, shall be contemplated, and Bancshares shall have received all state securities laws permits and authorizations necessary to consummate the transactions contemplated hereby. (c) No action or proceeding Closing Date shall have been threatened or instituted before a court or other governmental body to restrain or prohibit the satisfied in all material respects. c) The transactions contemplated by this AgreementAgreement and the consummation of the Closing shall not violate any Applicable Law. No temporary restraining order, preliminary or to obtain damages permanent injunction, cease and desist order or other relief in connection with the execution order issued by any court of such agreements, competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, and there shall be no pending or thereby; and no governmental agency shall have given notice threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking to any Party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law, restrict or that it intends to commence proceedings to restrain consummation of the Mergers. (d) All statutory requirements for the valid consummation of the transactions contemplated by this Agreement shall have been fulfilled; all appropriate orders, consents and approvals from all regulatory agencies and other governmental authorities whose order, consent or approval is required by law for prohibit the consummation of the transactions contemplated by this Agreement shall have been received; and the terms of all requisite orders, consents and approvals shall then permit the effectuation of the Mergers without imposing any material conditions with respect thereto except for any such conditions that are acceptable to Bancshareshereby. (e) Bancshares and Old Florida shall have received a written opinion from Xxxxx & Xxxxxxxxx, P.A. customary in scope and opining to the matters set forth on Exhibit 6.01(e), subject to customary qualifications, limitations and assumptions (the “Tax Opinion”), dated the date of the Effective Time. (f) Bancshares shall have offered seats on its Board of Directors to two current member of Old Florida’s Board of Directors, who shall be jointly selected by Bancshares and Old Florida. Such individual’s service on Bancshares’ Board of Directors shall commence as soon as practicable after the Effective Time. (g) The Nasdaq Stock Market Global Market System shall not have issued any objection to, or otherwise prohibited, the listing of the Bancshares Common Stock to be issued in the Company Merger.

Conditions of All Parties. The obligations of each of the Parties hereto to consummate the Company Merger are subject to the satisfaction of the following conditions at or prior to the Closing: (a) This Agreement and the Company Merger shall have been duly approved by the shareholders of Old Florida and the issuance of Bancshares Common Stock in connection with the Company Merger shall have been duly approved by the shareholders of Bancshares. (b) The Registration Statement shall have become effective prior to the mailing of the Proxy Statement, no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings for that purpose shall have been instituted or, to the knowledge of any Party, shall be contemplated, and Bancshares shall have received all state securities laws permits and authorizations necessary to consummate the transactions contemplated hereby. (c) No action or proceeding shall have been threatened or instituted before a court or other governmental body to restrain or prohibit the transactions contemplated by this Agreement, or to obtain damages or other relief in connection with the execution of such agreements, or the consummation of the transactions contemplated hereby or thereby; and no governmental agency shall have given notice to any Party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law, or that it intends to commence proceedings to restrain consummation of the Mergers. (d) All statutory requirements Required Governmental Approvals for the valid consummation of the transactions transaction contemplated by this Agreement shall have been fulfilledobtained without the imposition of any conditions that would have a Material Adverse Effect. All such Required Governmental Approvals shall be in effect, and no actions, suits, hearings, arbitrations or proceedings (public or private) (collectively, "Proceedings") shall have been instituted or threatened by any Governmental Authority against Seller or Purchaser (or any of their Affiliates) with respect thereto as to which there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval; all appropriate orders, consents applicable waiting periods with respect to such Required Governmental Approvals shall have expired; and approvals from all regulatory agencies conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals to be satisfied on or prior to the Closing shall have been satisfied allowing all such Required Governmental Approvals to be and to remain in full force and effect assuming continued compliance with the terms thereof after the Closing. (b) The Required Contractual Consents shall have been obtained without the imposition of any conditions that would have a Material Adverse Effect. All such Required Contractual Consents shall be in full force and effect and no Proceeding shall have been instituted or threatened with respect thereto that would have a Material Adverse Effect. All conditions and requirements prescribed by any required Contractual Consent (or any such other governmental authorities whose order, consent consent) to be satisfied on or approval is required prior to the Closing Date shall have been satisfied in all material respects. (c) The transaction contemplated by law for this Agreement and the consummation of the transactions contemplated Closing shall not violate any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by this Agreement shall have been received; and any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the terms of all requisite orders, consents and approvals shall then permit the effectuation consummation of the Mergers without imposing transaction contemplated hereby shall be in effect, and there shall be no pending or threatened actions or proceedings by any material conditions with respect thereto except for Governmental Authority (or determinations by any such conditions that are acceptable Governmental Authority) or by any other Person challenging or in any manner seeking to Bancshares. (e) Bancshares and Old Florida shall have received a written opinion from Xxxxx & Xxxxxxxxx, P.A. customary in scope and opining to restrict or prohibit the matters set forth on Exhibit 6.01(e), subject to customary qualifications, limitations and assumptions (the “Tax Opinion”), dated the date consummation of the Effective Timetransaction contemplated hereby. (f) Bancshares shall have offered seats on its Board of Directors to two current member of Old Florida’s Board of Directors, who shall be jointly selected by Bancshares and Old Florida. Such individual’s service on Bancshares’ Board of Directors shall commence as soon as practicable after the Effective Time. (g) The Nasdaq Stock Market Global Market System shall not have issued any objection to, or otherwise prohibited, the listing of the Bancshares Common Stock to be issued in the Company Merger.

Conditions of All Parties. The obligations of each of the Parties hereto to consummate the Company Merger transactions contemplated by this Agreement are subject to the satisfaction of the following conditions at or prior to the Closing: (a) This Agreement shall have received the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock and the Company Merger amendments to the Company’s Articles of Incorporation and stock option plans as described in Section 7.05 of this Agreement shall have been duly approved by the shareholders of Old Florida and the issuance of Bancshares Common Stock in connection with the Company Merger shall have been duly approved by the shareholders of BancsharesCompany. (b) The Registration Statement shall have become effective prior to the mailing of the Proxy Statement, no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings for that purpose shall have been instituted or, to the knowledge of any Party, shall be contemplated, and Bancshares shall have received all state securities laws permits and authorizations necessary to consummate the transactions contemplated hereby. (c) No action or proceeding shall have been threatened or instituted before a court or other governmental body to restrain or prohibit the transactions contemplated by this Agreement, or to obtain damages or other relief in connection with the execution of such agreements, or the consummation of the transactions contemplated hereby or thereby; and no governmental agency shall have given notice to any Party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law, or that it intends to commence proceedings to restrain consummation of the Mergerstransactions contemplated by this Agreement. (dc) All statutory requirements for the valid consummation of the transactions contemplated by this Agreement shall have been fulfilled; all appropriate orders, consents and approvals from all regulatory agencies Regulatory Authorities and other governmental authorities whose order, consent or approval is required by law for the consummation of the transactions contemplated by this Agreement shall have been received; and the terms of all requisite orders, consents and approvals shall then permit the effectuation of the Mergers without imposing not impose any material conditions with respect thereto except for any such conditions that are acceptable to Bancshares.the Purchasers. May 10, 2007 — 5:00 p.m. Representative’s Initials: KH Company’s Initials: RS (ed) Bancshares and Old Florida The Company shall have received a written opinion from Xxxxx & Xxxxxxxxx, P.A. customary in scope and opining to the matters set forth on Exhibit 6.01(e), Schedule H subject to customary qualifications, limitations and assumptions (the “Tax Opinion”), dated the date of the Effective TimeClosing. (f) Bancshares shall have offered seats on its Board of Directors to two current member of Old Florida’s Board of Directors, who shall be jointly selected by Bancshares and Old Florida. Such individual’s service on Bancshares’ Board of Directors shall commence as soon as practicable after the Effective Time. (ge) The Nasdaq Stock Market Global Market System Company’s shareholders’ equity (as computed in accordance with Generally Accepted Accounting Principles) shall not have issued any objection to, or otherwise prohibited, the listing of the Bancshares Common Stock to be issued in the Company Mergerless than $21,500,000.