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 stockholders of First SecurityFed owning a majority of the issued and outstanding First SecurityFed Common Stock. (b) All approvals and consents from any Regulatory Authority which are required for the completion of the Transactions shall have been received and all statutory waiting periods in respect thereof shall have expired; provided, however, that no 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 that, in the aggregate, would so materially reduce the economic or business benefits of the Transactions to MB that had such condition or requirement 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 MB Common Stock in the Merger shall have been received and shall be in full force and effect. (g) The shares of MB Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (h) Each Party shall have obtained all other permits, authorizations, waivers, approvals and consents required for the lawful consummation of the Transactions.

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 stockholders shareholders of First SecurityFed owning a majority MFB and the approval of the issued and outstanding First SecurityFed Common Stockstock issuance contemplated by this Agreement by the shareholders of MutualFirst. (b) All approvals approvals, authorizations and consents from any Regulatory Authority which are required for the completion of the Transactions and the change in ownership of the 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, that no required approval such approval, authorization 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 thatrequirement, excluding standard conditions that are normally imposed by Regulatory Authorities in thrift merger transactions, that would, in good faith reasonable judgment of MutualFirst Board, materially and adversely affect the aggregatebusiness, would so materially reduce the economic operations, financial condition, property or business benefits assets of the Transactions combined enterprise of MutualFirst and MFB or materially impair the value of MFB to MB that had such condition or requirement been known, MB, in its reasonable judgment, would not have entered into this AgreementMutualFirst. (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 MB MutualFirst Common Stock in the Merger shall have been received and shall be in full force and effect. (g) The shares of MB MutualFirst Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq Stock MarketNasdaq, 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 TransactionsTransaction.

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 stockholders shareholders of First SecurityFed owning a majority FXXX and the approval of the issued and outstanding First SecurityFed Common Stockstock issuance contemplated by this Agreement by the shareholders of MBFI. (b) All approvals approvals, authorizations and consents from any Regulatory Authority which are required for the completion of the Transactions and the change in ownership of the 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, that no required approval such approval, authorization 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 thatrequirement, 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 aggregatebusiness, would so materially reduce the economic operations, financial condition, property or business benefits assets of the Transactions combined enterprise of MBFI and FXXX or materially impair the value of FXXX to MB that had such condition or requirement been known, MB, in its reasonable judgment, would not have entered into this AgreementMBFI. (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 MB MBFI Common Stock in the Merger shall have been received and shall be in full force and effect. (g) The shares of MB MBFI Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq Stock MarketNasdaq, 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 TransactionsTransaction.

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 stockholders shareholders of First SecurityFed owning a majority MFB and the approval of the issued and outstanding First SecurityFed Common Stockstock issuance contemplated by this Agreement by the shareholders of MutualFirst. (b) All approvals approvals, authorizations and consents from any Regulatory Authority which are required for the completion of the Transactions and the change in ownership of the 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, that no required approval such approval, authorization 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 thatrequirement, excluding standard conditions that are normally imposed by Regulatory Authorities in thrift merger transactions, that would, in good faith reasonable judgment of MutualFirst Board, materially and adversely affect the aggregatebusiness, would so materially reduce the economic operations, financial condition, property or business benefits assets of the Transactions combined enterprise of MutualFirst and MFB or materially impair the value of MFB to MB that had such condition or requirement been known, MB, in its reasonable judgment, would not have entered into this AgreementMutualFirst. (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 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 or the Cash-Out Merger, whichever is applicable, and to issue the shares of MB MutualFirst Common Stock in the Merger shall have been received and shall be in full force and effect. (g) The shares of MB MutualFirst Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq Stock MarketNasdaq, 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 TransactionsTransaction.

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 stockholders shareholders of First SecurityFed owning a majority XXXX and the approval of the issued and outstanding First SecurityFed Common Stockstock issuance contemplated by this Agreement by the shareholders of MBFI. (b) All approvals 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, that no required approval such approval, authorization 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 thatrequirement, 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 aggregatebusiness, would so materially reduce the economic operations, financial condition, property or business benefits assets of the Transactions combined enterprise of MBFI and XXXX or materially impair the value of XXXX to MB that had such condition or requirement been known, MB, in its reasonable judgment, would not have entered into this AgreementMBFI. (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 MB MBFI Common Stock in the Merger shall have been received and shall be in full force and effect. (g) The shares of MB MBFI Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq Stock MarketNasdaq, 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 TransactionsTransaction.