Common use of CONDITIONS PRECEDENT TO CONSUMMATION OF THE Clause in Contracts

CONDITIONS PRECEDENT TO CONSUMMATION OF THE. REORGANIZATION ---------------------------------------------------------- This Plan is subject to, and consummation of the Reorganization is conditioned upon, the fulfillment prior to the Effective Date of the Reorganization of each of the following conditions: (a) Approval of the Plan by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Bank Common Stock; (b) The number of shares held by persons who have perfected dissenters' rights of appraisal pursuant to the Dissenters' Rights Provision shall not be deemed by the parties to this Plan to make consummation of this Plan inadvisable; (c) Procurement of all consents of, filings and registrations with, and notifications to all regulatory authorities required for consummation of the transactions contemplated by this Plan, and expiration of all waiting periods required by law; (d) Procurement of any action, consent, approval or ruling, governmental or otherwise, which is, or in the opinion of counsel for the Bank may be, necessary to permit or enable the Bank, upon and after the Reorganization, to conduct all or any part of the business and activities conducted by the Bank prior to the Reorganization; and (e) The receipt by the Bank of a written opinion of special counsel to the Bank that for federal income tax purposes, no gain or loss will be recognized by a Bank shareholder who exchanges his or her Bank Common Stock for Company Common Stock, as provided by this Plan.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE. REORGANIZATION ---------------------------------------------------------- This Plan is subject to, and consummation of the Reorganization herein provided for is conditioned upon, the fulfillment prior to the Effective Date of the Reorganization of each of the following conditions: (a) Approval of the Plan by the affirmative vote of the holders of at least two-thirds of the outstanding voting shares of the Bank Common Stockand Interim; (b) The number of shares held by persons who have perfected dissenters' rights of appraisal pursuant to the Dissenters' Rights Provision Provisions shall not be deemed by the parties to this Plan hereto to make consummation of this Plan inadvisableinadvisable and, in any event, shall not exceed 10% of the Bank's outstanding shares (or 66,409 shares as of the date of this Agreement); (c) Procurement of all consents of, filings and registrations with, and notifications to all regulatory authorities required for consummation of the transactions contemplated by this Plan, and expiration of all waiting periods required by law; (d) Procurement of any action, consent, approval or ruling, governmental or otherwise, which is, or in the opinion of counsel for the Bank may be, necessary to permit or enable the Resulting Bank, upon and after the Reorganization, to conduct all or any part of the business and activities conducted by the Bank prior to the Reorganization; and (ed) The receipt by the Bank of a written opinion of special counsel to the Bank that for federal income tax purposes, purposes no gain or loss will be recognized by a Bank shareholder who exchanges his or her Bank Common Stock for Holding Company Common Stock, as provided by this Plan.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE. REORGANIZATION ---------------------------------------------------------- This Plan of Reorganization is subject to, and consummation of the Reorganization herein provided for is conditioned upon, the fulfillment prior to the Effective Date of the Reorganization of each of the following conditions: (a) Approval of the Plan of Reorganization by the affirmative vote shareholders of each of Decatur First and Interim in accordance with the provisions of applicable law and the provisions of the holders applicable constituent's articles of at least two-thirds of the outstanding shares of Bank Common Stockincorporation, bylaws and other governing instruments; (b) The number of shares held by persons who have perfected dissenters' rights of appraisal pursuant to the Dissenters' Rights Provision Provisions shall not be deemed by the parties to this Plan Board of Directors to make consummation of this Plan of Reorganization inadvisable; (c) Procurement of all consents of, filings and registrations with, and notifications to all regulatory authorities required for consummation of the transactions contemplated by this Plan, and expiration of all waiting periods required by law; (d) Procurement of any action, consent, approval or ruling, governmental or otherwise, which is, or in the opinion of counsel for the Bank Decatur First and Interim may be, necessary to permit or enable the BankSurviving Corporation, upon and after the Reorganization, to conduct all or any part of the business and activities conducted by the Bank Decatur First prior to the Reorganization; and (e) The receipt by the Bank of a written opinion of special counsel to the Bank that for federal income tax purposes, no gain or loss will be recognized by a Bank shareholder who exchanges his or her Bank Common Stock for Company Common Stock, as provided by this Plan.