Common use of Conditions Precedent - Parties Clause in Contracts

Conditions Precedent - Parties. The obligations of the Parties to effect the Transactions shall be subject to satisfaction of the following conditions at or prior to the Effective Date. (a) The adoption of this Agreement by the shareholders of XXXX and the approval of the stock issuance contemplated by this Agreement by the shareholders of MBFI. (b) All approvals, authorizations and consents from any Regulatory Authority which are required for the completion of the Transactions and the change in ownership of the XXXX Subsidiaries shall have been received and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; provided, however, no such approval, authorization or consent shall include any condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities in bank merger transactions, that would, in good faith reasonable judgment of MBFI Board, materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise of MBFI and XXXX or materially impair the value of XXXX to MBFI. (c) None of the Parties or any of their Subsidiaries shall be subject to any statute, rule, regulation, injunction or other order or decree which shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, prevents or makes illegal completion of any of the Transactions. (d) No proceeding initiated by any Government Authority seeking an order, injunction or decree to be issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of any of the Transactions shall be pending or threatened. (e) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (f) All permits and other authorizations under state securities laws necessary to consummate the Merger and to issue the shares of MBFI Common Stock in the Merger shall have been received and shall be in full force and effect. (g) The shares of MBFI Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq, subject to official notice of issuance. (h) Each Party shall have obtained all other permits, authorizations, waivers, approvals and consents required by Governmental Authorities for the lawful consummation of the Transaction.

Conditions Precedent - Parties. The obligations of the Parties to effect the Transactions shall be subject to satisfaction of the following conditions at or prior to the Effective Date. (a) The adoption approval of this Agreement by the shareholders of XXXX MFB and the approval of the stock issuance contemplated by this Agreement by the shareholders of MBFIMutualFirst. (b) All approvals, authorizations and consents from any Regulatory Authority which are required for the completion of the Transactions and the change in ownership of the XXXX MFB Subsidiaries shall have been received and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; provided, however, no such approval, authorization or consent shall include any condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities Regulatory Authorities in bank thrift merger transactions, that would, in good faith reasonable judgment of MBFI MutualFirst Board, materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise of MBFI MutualFirst and XXXX MFB or materially impair the value of XXXX MFB to MBFIMutualFirst. (c) None of the Parties or any of their Subsidiaries shall be subject to any statute, rule, regulation, injunction or other order or decree which shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, prevents or makes illegal completion of any of the Transactions. (d) No proceeding initiated by any Government Authority seeking an order, injunction or decree to be issued by any court or agency of competent jurisdiction or other legal restraint legalrestraint or prohibition preventing the completion of any of the Transactions shall be pending or threatened. (e) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (f) All permits and other authorizations under state securities laws necessary to consummate the Merger and to issue the shares of MBFI MutualFirst Common Stock in the Merger shall have been received and shall be in full force and effect. (g) The shares of MBFI MutualFirst Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq, subject to official notice of issuance. (h) Each Party shall have obtained all other permits, authorizations, waivers, approvals and consents required by Governmental Authorities for the lawful consummation of the Transaction.

Conditions Precedent - Parties. The obligations of the Parties to effect the Transactions shall be subject to satisfaction of the following conditions at or prior to the Effective Date. (a) The adoption of this Agreement by the shareholders stockholders of XXXX and the approval First SecurityFed owning a majority of the stock issuance contemplated by this Agreement by the shareholders of MBFIissued and outstanding First SecurityFed Common Stock. (b) All approvals, authorizations approvals and consents from any Regulatory Authority which are required for the completion of the Transactions and the change in ownership of the XXXX Subsidiaries shall have been received and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; provided, however, that no such approval, authorization required approval or consent of any Regulatory Authority shall be deemed to have been received if it shall include any non-standard, unduly burdensome condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities in bank merger transactions, that wouldrequirement that, in good faith reasonable judgment of MBFI Boardthe aggregate, would so materially and adversely affect reduce the business, operations, financial condition, property economic or assets business benefits of the combined enterprise of MBFI and XXXX Transactions to MB that had such condition or materially impair the value of XXXX to MBFIrequirement been known, MB, in its reasonable judgment, would not have entered into this Agreement. (c) None of the Parties or any of their Subsidiaries shall be subject to any statute, rule, regulation, injunction or other order or decree which shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, prevents or makes illegal completion of any of the Transactions.. 57 Next Page (d) No proceeding initiated by any Government Authority seeking an order, injunction or decree to be issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of any of the Transactions shall be pending or threatened. (e) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (f) All permits and other authorizations under state securities laws necessary to consummate the Merger or the Cash-Out Merger, whichever is applicable, and to issue the shares of MBFI MB Common Stock in the Merger shall have been received and shall be in full force and effect. (g) The shares of MBFI MB Common Stock to be issued in the Merger shall have been approved for listing on the NasdaqNasdaq Stock Market, subject to official notice of issuance. (h) Each Party shall have obtained all other permits, authorizations, waivers, approvals and consents required by Governmental Authorities for the lawful consummation of the TransactionTransactions.

Conditions Precedent - Parties. The obligations of the Parties to effect the Transactions shall be subject to satisfaction of the following conditions at or prior to the Effective Date. (a) The adoption of this Agreement by the shareholders of XXXX FXXX and the approval of the stock issuance contemplated by this Agreement by the shareholders of MBFI. (b) All approvals, authorizations and consents from any Regulatory Authority which are required for the completion of the Transactions and the change in ownership of the XXXX FXXX Subsidiaries shall have been received and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; provided, however, no such approval, authorization or consent shall include any condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities in bank merger transactions, that would, in good faith reasonable judgment of MBFI Board, materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise of MBFI and XXXX FXXX or materially impair the value of XXXX FXXX to MBFI. (c) None of the Parties or any of their Subsidiaries shall be subject to any statute, rule, regulation, injunction or other order or decree which shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, prevents or makes illegal completion of any of the Transactions. (d) No proceeding initiated by any Government Authority seeking an order, injunction or decree to be issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of any of the Transactions shall be pending or threatened. (e) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (f) All permits and other authorizations under state securities laws necessary to consummate the Merger and to issue the shares of MBFI Common Stock in the Merger shall have been received and shall be in full force and effect. (g) The shares of MBFI Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq, subject to official notice of issuance. (h) Each Party shall have obtained all other permits, authorizations, waivers, approvals and consents required by Governmental Authorities for the lawful consummation of the Transaction.

Conditions Precedent - Parties. The obligations of the Parties to effect the Transactions shall be subject to satisfaction of the following conditions at or prior to the Effective Date. (a) The adoption approval of this Agreement by the shareholders of XXXX MFB and the approval of the stock issuance contemplated by this Agreement by the shareholders of MBFIMutualFirst. (b) All approvals, authorizations and consents from any Regulatory Authority which are required for the completion of the Transactions and the change in ownership of the XXXX MFB Subsidiaries shall have been received and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; provided, however, no such approval, authorization or consent shall include any condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities Regulatory Authorities in bank thrift merger transactions, that would, in good faith reasonable judgment of MBFI MutualFirst Board, materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise of MBFI MutualFirst and XXXX MFB or materially impair the value of XXXX MFB to MBFIMutualFirst. (c) None of the Parties or any of their Subsidiaries shall be subject to any statute, rule, regulation, injunction or other order or decree which shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, prevents or makes illegal completion of any of the Transactions. (d) No proceeding initiated by any Government Authority seeking an order, injunction or decree to be issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of any of the Transactions shall be pending or threatened. (e) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (f) All permits and other authorizations under state securities laws necessary to consummate the Merger and to issue the shares of MBFI MutualFirst Common Stock in the Merger shall have been received and shall be in full force and effect. (g) The shares of MBFI MutualFirst Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq, subject to official notice of issuance. (h) Each Party shall have obtained all other permits, authorizations, waivers, approvals and consents required by Governmental Authorities for the lawful consummation of the Transaction.