Common use of Conditions Precedent – All Parties Clause in Contracts

Conditions Precedent – All Parties. The respective obligations of the parties to this Agreement to effect the Merger shall be subject to satisfaction or waiver of the following conditions at or prior to the Closing Date: (a) All corporate action necessary to authorize the execution and delivery of this Agreement and consummation of the transactions contemplated hereby, including without limitation the approval of this Agreement by the requisite vote by the shareholders of South Alabama and BancTrust, shall have been duly and validly taken. (b) All approvals of the transactions contemplated hereby from any state or federal government agency, department or body, the approval of which is required for the consummation of the Merger, shall have been received (subject to no conditions that in the reasonable judgment of BancTrust and South Alabama would have a material adverse effect on the condition (financial or other), business operations, assets or prospects of, or would materially impair the value of, BancTrust or South Alabama), all notice periods and waiting periods required after the granting of any such approvals shall have passed and all such approvals shall be in effect, and at the Closing Date neither BancTrust nor South Alabama shall be subject to any regulatory or supervisory cease and desist order, agreement, written directive, memorandum of understanding or written commitment. (c) The Registration Statement (including any post-effective amendments thereto) shall be effective under the Securities Act, and South Alabama shall have received all state securities or "Blue Sky" permits or other authorizations, or confirmations as to the availability of an exemption from registration requirements as may be necessary for consummation of the Merger, and no proceedings shall be pending or to the knowledge of South Alabama threatened by the Commission or any state "Blue Sky" securities administration to suspend the effectiveness of such Registration Statement or any state permit or authorization. (d) Neither BancTrust nor South Alabama shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction that enjoins or prohibits consummation of the Merger. (e) BancTrust and South Alabama shall have received an opinion of Hand Arendall, L.L.C., Mobile, Axxxxxx, dated as of the Closing Date, subject to customary qualifications and assumptions and reliance on certificates of executive officers of South Alabama and BancTrust to the effect that, for federal income tax purposes: (i) The Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code; (ii) No gain or loss will be recognized by BancTrust or South Alabama by reason of the Merger; (iii) No gain or loss will be recognized by any shareholder of BancTrust to the extent that such shareholder exchanges his or her shares of BancTrust Common Stock solely for shares of Surviving Corporation Common Stock in the Merger; (iv) The basis of the Surviving Corporation Common Stock received by a shareholder of BancTrust who exchanges BancTrust Common Stock solely for Surviving Corporation Common Stock in the Merger will be the same as the basis of the BancTrust Common Stock surrendered in exchange therefor (subject to any adjustments required as the result of receipt of cash in lieu of a fractional share of Surviving Corporation Common Stock); (v) The holding period of the Surviving Corporation Common Stock received by a shareholder of BancTrust in the Merger will include the holding period of the BancTrust Common Stock surrendered in exchange therefor (provided that such shares of BancTrust Common Stock were held as a capital asset by such shareholder at the Effective Time); and (vi) Cash received by a BancTrust shareholder in lieu of a fractional share interest of Surviving Corporation Common Stock as part of the Merger will be treated as having been received as a distribution in full payment in exchange for the fractional share interest of Surviving Corporation Common Stock that such shareholder would otherwise be entitled to receive. (f) South Alabama and BancTrust shall have received the written agreements from "affiliates" of BancTrust and South Alabama as specified in Section 5.9 hereof. (g) To the extent that any material contract, arrangement or lease to which BancTrust or any of the BancTrust Subsidiaries, on the one hand, or South Alabama or any of the South Alabama Subsidiaries, on the other hand, is a party shall require the consent of any other person to the Merger, such consent shall be obtained. (h) The holders of not more than 10% of the South Alabama Common Stock or 10% of the BancTrust Common Stock outstanding immediately prior to the Closing Date shall not have filed with South Alabama or BancTrust, respectively, proper demand for appraisal of and payment for their shares pursuant to applicable law, unless such demands have been duly withdrawn. (i) The shares of Surviving Corporation Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq SmallCap Market or the Nasdaq National Market, subject to official notice of issuance. (j) South Alabama and BancTrust shall have received an opinion from Pricewaterhouse Coopers LLP to the effect that the Merger shall qualify for accounting treatment as a pooling of interests.

Conditions Precedent – All Parties. The respective obligations of all of the parties to this Agreement hereto to effect the Merger transactions contemplated by this Agreement and the other Transaction Documents shall be subject to satisfaction or waiver of the following conditions at or prior to the Closing DateClosing, unless waived by all of the parties to this Agreement: (a) All corporate action necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby, including including, without limitation limitation, the required approval of this Agreement and the Merger by Bear State’s shareholders at the requisite vote by the shareholders of South Alabama and BancTrustBear State Shareholders Meeting, shall have been duly and validly taken.taken by all of the parties hereto; (b) All necessary regulatory approvals, consents, authorizations and other approvals of required for the transactions contemplated hereby from hereby, by the Bank Merger Agreement or by any state or federal government agency, department or body, the approval of which is required for the consummation of the Merger, other Transaction Document shall have been received obtained and all statutory waiting periods in respect thereof shall have expired, and no such approval shall impose any term, condition or restriction upon Arvest or any of its Subsidiaries that is a Burdensome Condition (unless waived by Arvest) and if a disposition of any bank branch office(s) (or business, assets, deposits or liabilities) of the Bank (or of Arvest in lieu thereof) is required by a Bank Regulator, subject to no conditions that Arvest’s satisfaction of its obligations under Section 6.5 hereof, one or more agreements are in place for Arvest to sell such branch(es); and (c) None of the reasonable judgment of BancTrust and South Alabama would have a material adverse effect on the condition (financial or other), business operations, assets or prospects of, or would materially impair the value of, BancTrust or South Alabama), all notice periods and waiting periods required after the granting of any such approvals shall have passed and all such approvals shall be in effect, and at the Closing Date neither BancTrust nor South Alabama parties hereto shall be subject to any regulatory or supervisory cease and desist statute, rule, regulation, order, agreement, written directive, memorandum of understanding injunction or written commitment. (c) The Registration Statement (including any post-effective amendments thereto) shall be effective under the Securities Act, and South Alabama decree which shall have received all state securities been enacted, entered, promulgated or "Blue Sky" permits enforced by any Governmental Entity which prohibits, restricts or other authorizations, or confirmations as to the availability of an exemption from registration requirements as may be necessary for makes illegal consummation of the Mergertransactions contemplated by this Agreement, and no proceedings shall be pending or to the knowledge of South Alabama threatened by the Commission Bank Merger Agreement or any state "Blue Sky" securities administration to suspend the effectiveness of such Registration Statement or any state permit or authorizationother Transaction Document. (d) Neither BancTrust nor South Alabama shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction that enjoins or prohibits consummation of the Merger. (e) BancTrust and South Alabama shall have received an opinion of Hand Arendall, L.L.C., Mobile, Axxxxxx, dated as of the Closing Date, subject to customary qualifications and assumptions and reliance on certificates of executive officers of South Alabama and BancTrust to the effect that, for federal income tax purposes: (i) The Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code; (ii) No gain or loss will be recognized by BancTrust or South Alabama by reason of the Merger; (iii) No gain or loss will be recognized by any shareholder of BancTrust to the extent that such shareholder exchanges his or her shares of BancTrust Common Stock solely for shares of Surviving Corporation Common Stock in the Merger; (iv) The basis of the Surviving Corporation Common Stock received by a shareholder of BancTrust who exchanges BancTrust Common Stock solely for Surviving Corporation Common Stock in the Merger will be the same as the basis of the BancTrust Common Stock surrendered in exchange therefor (subject to any adjustments required as the result of receipt of cash in lieu of a fractional share of Surviving Corporation Common Stock); (v) The holding period of the Surviving Corporation Common Stock received by a shareholder of BancTrust in the Merger will include the holding period of the BancTrust Common Stock surrendered in exchange therefor (provided that such shares of BancTrust Common Stock were held as a capital asset by such shareholder at the Effective Time); and (vi) Cash received by a BancTrust shareholder in lieu of a fractional share interest of Surviving Corporation Common Stock as part of the Merger will be treated as having been received as a distribution in full payment in exchange for the fractional share interest of Surviving Corporation Common Stock that such shareholder would otherwise be entitled to receive. (f) South Alabama and BancTrust shall have received the written agreements from "affiliates" of BancTrust and South Alabama as specified in Section 5.9 hereof. (g) To the extent that any material contract, arrangement or lease to which BancTrust or any of the BancTrust Subsidiaries, on the one hand, or South Alabama or any of the South Alabama Subsidiaries, on the other hand, is a party shall require the consent of any other person to the Merger, such consent shall be obtained. (h) The holders of not more than 10% of the South Alabama Common Stock or 10% of the BancTrust Common Stock outstanding immediately prior to the Closing Date shall not have filed with South Alabama or BancTrust, respectively, proper demand for appraisal of and payment for their shares pursuant to applicable law, unless such demands have been duly withdrawn. (i) The shares of Surviving Corporation Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq SmallCap Market or the Nasdaq National Market, subject to official notice of issuance. (j) South Alabama and BancTrust shall have received an opinion from Pricewaterhouse Coopers LLP to the effect that the Merger shall qualify for accounting treatment as a pooling of interests.

Conditions Precedent – All Parties. The respective obligations of the parties to this Agreement to effect the Merger shall be subject to satisfaction or waiver of the following conditions at or prior to the Closing Date: (a) All corporate action necessary to authorize the execution and delivery of this Agreement and consummation of the transactions contemplated hereby, including without limitation the approval of this Agreement by the requisite vote by the shareholders of South Alabama Bancshares and BancTrust, shall have been duly and validly taken.; (b) All approvals of the transactions contemplated hereby from any state or federal government agency, department or body, the approval of which is required for the consummation of the Merger, shall have been received (subject to no conditions that in the reasonable judgment of BancTrust and South Alabama would have a material adverse effect on the condition (financial or other), business operations, assets or prospects of, or would materially impair the value of, BancTrust BancTrust, Peoples, Bancshares or South AlabamaTallassee), all notice periods and waiting periods required after the granting of any such approvals shall have passed and all such approvals shall be in effect, and at the Closing Date neither BancTrust Bancshares nor South Alabama Tallassee shall be subject to any regulatory or supervisory cease and desist order, agreement, agreement written directive, memorandum of understanding or written commitment.; (c) The Registration Statement (including any post-effective amendments thereto) shall be effective under the Securities Act, and South Alabama BancTrust shall have received all state securities or "Blue Sky" permits or other authorizations, or confirmations as to the availability of an exemption from registration requirements as may be necessary for consummation of the Merger, and no proceedings shall be pending or to the knowledge of South Alabama BancTrust threatened by the Commission or any state "Blue Sky" securities administration to suspend the effectiveness of such Registration Statement or any state permit or authorization.; (d) Neither BancTrust or Peoples nor South Alabama Bancshares or Tallassee shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction that enjoins or prohibits consummation of the Merger.; and (e) BancTrust and South Alabama Bancshares shall have received an opinion of Hand Arendall, L.L.C., Mobile, AxxxxxxXxxxx Xxxx, dated as of the Closing Date, subject to customary qualifications and assumptions and reliance on certificates of executive officers of South Alabama and BancTrust to the effect that, for federal income tax purposes: (i) The Merger will qualify as a one or more "reorganizationreorganizations" within the meaning of under Section 368(a) of the Internal Revenue Code; (ii) No gain or loss will be recognized by BancTrust or South Alabama Bancshares by reason of the Merger; (iii) No gain or loss will be recognized by any shareholder of BancTrust Bancshares to the extent that such shareholder exchanges his or her shares of BancTrust Bancshares Common Stock solely for shares of Surviving Corporation BancTrust Common Stock in the Merger; (iv) The basis of the Surviving Corporation BancTrust Common Stock received by a shareholder of BancTrust Bancshares who exchanges BancTrust Bancshares Common Stock solely for Surviving Corporation BancTrust Common Stock in the Merger will be the same as the basis of the BancTrust Bancshares Common Stock surrendered in exchange therefor (subject to any adjustments required as the result of receipt of cash in lieu of a fractional share of Surviving Corporation BancTrust Common Stock); (v) The holding period of the Surviving Corporation BancTrust Common Stock received by a shareholder of BancTrust Bancshares in the Merger will include the holding period of the BancTrust Bancshares Common Stock surrendered in exchange therefor (provided that such shares of BancTrust Bancshares Common Stock were held as a capital asset by such shareholder at the Effective Time); and (vi) Cash received by a BancTrust Bancshares shareholder in lieu of a fractional share interest of Surviving Corporation BancTrust Common Stock as part of the Merger will be treated as having been received as a distribution in full payment in exchange for the fractional share interest of Surviving Corporation BancTrust Common Stock that such shareholder would otherwise be entitled to receive. (f) South Alabama and BancTrust shall have received the written agreements from "affiliates" of BancTrust and South Alabama as specified in Section 5.9 hereof. (g) To the extent that any material contract, arrangement or lease to which BancTrust or any of the BancTrust Subsidiaries, on the one hand, or South Alabama or any of the South Alabama Subsidiaries, on the other hand, is a party shall require the consent of any other person to the Merger, such consent shall be obtained. (h) The holders of not more than 10% of the South Alabama Common Stock or 10% of the BancTrust Common Stock outstanding immediately prior to the Closing Date shall not have filed with South Alabama or BancTrust, respectively, proper demand for appraisal of and payment for their shares pursuant to applicable law, unless such demands have been duly withdrawn. (i) The shares of Surviving Corporation Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq SmallCap Market or the Nasdaq National Market, subject to official notice of issuance. (j) South Alabama and BancTrust shall have received an opinion from Pricewaterhouse Coopers LLP to the effect that the Merger shall qualify for accounting treatment as a pooling of interests.