Common use of Conditions Precedent – All Parties Clause in Contracts

Conditions Precedent – All Parties. The respective obligations of all of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to satisfaction of the following conditions at or prior to the Effective Time. (a) All corporate action necessary to authorize the execution and delivery of this Agreement and consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by all of the parties hereto, including approval by the requisite vote of the shareholders of BYL of this Agreement. (b) All approvals, consents and waivers from any Governmental Entity the approval, consent or waiver of which is required for the consummation of the transactions contemplated by this Agreement shall have been received and all statutory waiting periods in respect thereof shall have expired, provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would so materially reduce the economic or business benefits of the transactions contemplated by this Agreement to PBOC and the Bank that had such condition or requirement been known, PBOC and the Bank, in their reasonable judgment, would not have entered into this Agreement. (c) None of the parties hereto shall be subject to any statute, rule, regulation, order, injunction or decree which shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits, restricts or makes illegal consummation of the transactions contemplated by this Agreement and the Agreement of Merger.

Conditions Precedent – All Parties. The respective obligations of all of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to satisfaction of the following conditions at or prior to the Effective Time. (a) All corporate action necessary to authorize the execution and delivery of this Agreement and consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by all of the parties hereto, including approval by the requisite vote of the shareholders of BYL USAB of this AgreementAgreement and the transactions contemplated hereby. (b) All approvals, consents and waivers from any Governmental Entity the approval, consent or waiver of which is required for the consummation of the transactions contemplated by this Agreement shall have been received and all statutory waiting periods in respect thereof shall have expired, provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would so materially reduce the economic or business benefits of the transactions contemplated by this Agreement to PBOC BFHI and the Bank Acquisition that had such condition or requirement requirement, other than customary conditions that are normally imposed in banking transactions of a similar nature, been known, PBOC BFHI and the BankAcquisition, in their its reasonable judgment, would not have entered into this Agreement. (c) None of the parties hereto shall be subject to any statute, rule, regulation, order, injunction or decree which shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits, restricts or makes illegal consummation of the transactions contemplated by this Agreement and the Agreement of MergerAgreement.

Conditions Precedent – All Parties. The respective obligations of all of the parties hereto to effect the transactions contemplated by this Agreement and the other Transaction Documents shall be subject to satisfaction of the following conditions at or prior to the Effective Time.Closing, 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 hereby and thereby thereby, including, without limitation, the required approval of this Agreement and the Merger by Bear State’s shareholders at the Bear State Shareholders Meeting, shall have been duly and validly taken by all of the parties hereto, including approval by the requisite vote of the shareholders of BYL of this Agreement.; (b) All necessary regulatory approvals, consents consents, authorizations and waivers from any Governmental Entity the approval, consent or waiver of which is other approvals required for the consummation of the transactions contemplated hereby, by this the Bank Merger Agreement or by any other Transaction Document shall have been received obtained and all statutory waiting periods in respect thereof shall have expired, providedand no such approval shall impose any term, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement thatrestriction 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, individually assets, deposits or in the aggregate, would so materially reduce the economic or business benefits liabilities) of the transactions contemplated Bank (or of Arvest in lieu thereof) is required by this Agreement a Bank Regulator, subject to PBOC and the Bank that had Arvest’s satisfaction of its obligations under Section 6.5 hereof, one or more agreements are in place for Arvest to sell such condition or requirement been known, PBOC and the Bank, in their reasonable judgment, would not have entered into this Agreement.branch(es); and (c) None of the parties hereto shall be subject to any statute, rule, regulation, order, injunction or decree which shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits, restricts or makes illegal consummation of the transactions contemplated by this Agreement, the Bank Merger Agreement and the Agreement of Mergeror any other Transaction Document.

Conditions Precedent – All Parties. The respective obligations of all of the parties hereto to this Agreement to effect the transactions contemplated hereby and by this Agreement the Plan of Merger shall be subject to satisfaction or waiver of the following conditions at or prior to the Effective Time.Closing Date: (a) All corporate action necessary to authorize the execution and delivery of this Agreement and consummation of the transactions contemplated hereby hereby, including without limitation the approval by the requisite vote by the shareholders of Bancshares of this Agreement and thereby the Plan of Merger, shall have been duly and validly taken by all of the parties hereto, including approval by the requisite vote of the shareholders of BYL of this Agreement.taken; (b) All approvals, consents and waivers approvals of the transactions contemplated hereby from any Governmental Entity state or federal government agency, department or body, the approval, consent or waiver approval of which is required for the consummation of the transactions contemplated by this Agreement Merger, shall have been received (subject to no conditions that in the reasonable judgment of BancTrust 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, People, Bancshares or Merchants), all notice periods and waiting periods required after the granting of any such approvals shall have passed and all statutory waiting periods in respect thereof shall have expired, provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) such approvals shall be deemed to have been received if it shall include any condition or requirement thatin effect, individually or in and at the aggregate, would so materially reduce the economic or business benefits of the transactions contemplated by this Agreement to PBOC and the Bank that had such condition or requirement been known, PBOC and the Bank, in their reasonable judgment, would not have entered into this Agreement. (c) None of the parties hereto Closing Date neither Bancshares nor Merchants shall be subject to any statute, rule, regulation, regulatory or supervisory cease and desist order, agreement written directive, memorandum of understanding or written commitment; and (c) Neither BancTrust or Peoples nor Bancshares or Merchants shall be subject to any order, decree or injunction of a court or decree which shall have been enacted, entered, promulgated agency of competent jurisdiction that enjoins or enforced by any Governmental Entity which prohibits, restricts or makes illegal prohibits consummation of the transactions contemplated by this Agreement and the Agreement Plan of Merger.