Common use of CONDITIONS PRECEDENT TO THE MERGER Clause in Contracts

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the merger is conditional upon: (a) Approval of this Merger Agreement by the shareholders of Bank and Subsidiary, as required by law; (b) Obtaining all other consents and approvals, and the satisfaction of all other requirements prescribed by law which are necessary for consummation of the merger, including, but not limited to, approval of the FDIC, the Commissioner and the Board of Governors of the Federal Reserve System; (c) Obtaining all consents or approvals, governmental or otherwise, which are, or in the opinion of counsel for Bank may be, necessary to permit or enable the Surviving Corporation, upon and after the merger, to conduct all or any part of the business and activities of Bank up to the time of the merger, in the manner in which such activities and business are then conducted; (d) Bank’s obtaining for Holding Company, prior to the Effective Date, a letter, in form and substance satisfactory to Holding Company’s counsel, signed by each person who is an “affiliate” of Bank for purposes of Rule 145 of the Securities and Exchange Commission to the effect that: (i) such person will not dispose of any shares of Holding Company’s common stock to be received pursuant to the merger, in violation of the Securities Act or the rules and regulations of the SEC promulgated thereunder, or in any event prior to such time as financial results covering at least 30 days of post-merger combined operations have been published; and (ii) such person consents to the placing of a legend on the certificate(s) evidencing such shares referring to the issuance of such shares in a transaction to which Rule 145 is applicable and to giving of stop-transfer instructions to Holding Company’s transfer agent with respect to such certificate(s); and (e) Performance by each party hereto of all of its obligations hereunder to be performed prior to the merger becoming effective.

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the merger is conditional conditioned upon: (a) Approval a. ratification and approval of this Merger Agreement by the shareholders of Bank the Bank, Subsidiary and Subsidiarythe Holding Company, as required by law; (b) Obtaining b. obtaining all other consents and approvals, and the satisfaction of all other requirements prescribed by law which are necessary for consummation of the merger, including, but not limited to, approval of the FDICFederal Deposit Insurance Corporation, approval of the Commissioner and Superintendent of Banks of the State of California, approval of the Board of Governors of the Federal Reserve SystemSystem under the Bank Holding Company Act of 1956, as amended, approval from the California Commissioner of Corporations under the California Corporate Securities Law of 1968 with respect to the securities of the Holding Company issuable upon consummation of the merger, and any required action under the Securities Act of 1933 with respect to the securities of the Holding Company issuable upon consummation of the merger; (c) Obtaining c. obtaining all consents or approvals, governmental or otherwise, which areare or, or in the opinion of counsel for the Bank may be, necessary to permit or enable the Surviving Corporation, upon and after the merger, to conduct all or any part of the business and activities of the Bank up to the time of the merger, in the manner in which such activities and business are then conducted; (d) d. the Bank’s 's obtaining for the Holding Company, prior to the Effective Closing Date, a letter, in form and substance satisfactory to the Holding Company’s 's legal counsel, signed by each person who is an “"affiliate” " of the Bank for purposes of Rule 145 of the Securities and Exchange Commission to the effect that: that (i) such person will not dispose of any shares of Holding Company’s common stock of the Holding Company to be received pursuant to the reorganization and merger, in violation of the Securities Act of 1933 or the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder, or in any event prior to such time as financial results covering at least 30 days of post-merger combined operations have been published; , and (ii) such person consents to the placing of a legend on the certificate(s) evidencing such shares referring to the issuance of such shares in a transaction to which Rule 145 is applicable and to the giving of stop-transfer instructions to the Holding Company’s 's transfer agent with respect to such certificate(s); e. for the benefit of the Bank and unless waived, the Holding Company shall have received a letter ruling from the Internal Revenue Service, or an opinion of counsel, in form and substance satisfactory to both the Bank and the Holding Company, to the effect that: the merger of Subsidiary with and into the Bank and the exchange of shares of common stock of the Bank for shares of common stock of the Holding Company, as provided for herein, will be considered a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended; no gain or loss will be recognized by the Bank pursuant to consummation of the merger; and no gain or loss will be recognized by the shareholders of the Bank upon the exchange of their shares of common stock of the Bank for shares of common stock of the Holding Company, as provided for herein; and (e) Performance f. performance by each party hereto of all of its obligations hereunder to be performed prior to the merger becoming effective.

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the merger is conditional upon: (a) Approval of this Merger Agreement by the shareholders of Bank and Subsidiary, as required by law; (b) Obtaining all other consents and approvals, and the satisfaction of all other requirements prescribed by law which are necessary for consummation of the merger, including, but not limited to, approval of the FDIC, the Commissioner and the Board of Governors of the Federal Reserve System; (c) Obtaining all consents or approvals, governmental or otherwise, which are, or in the opinion of counsel for Bank may be, necessary to permit or enable the Surviving Corporation, upon and after the merger, to conduct all or any part of the business and activities of Bank up to the time of the merger, in the manner in which such activities and business are then conducted; (d) Bank’s 's obtaining for Holding Company, prior to the Effective Date, a letter, in form and substance satisfactory to Holding Company’s 's counsel, signed by each person who is an “"affiliate” " of Bank for purposes of Rule 145 of the Securities and Exchange Commission to the effect that: (i) such person will not dispose of any shares of Holding Company’s 's common stock to be received pursuant to the merger, in violation of the Securities Act or the rules and regulations of the SEC promulgated thereunder, or in any event prior to such time as financial results covering at least 30 days of post-merger combined operations have been published; and (ii) such person consents to the placing of a legend on the certificate(s) evidencing such shares referring to the issuance of such shares in a transaction to which Rule 145 is applicable and to giving of stop-transfer instructions to Holding Company’s 's transfer agent with respect to such certificate(s); and (e) Performance by each party hereto of all of its obligations hereunder to be performed prior to the merger becoming effective.

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the merger is conditional conditioned upon: (a) Approval a. ratification and approval of this Merger Agreement by the shareholders of the Bank and Subsidiary, as required by law; (b) Obtaining b. obtaining all other consents and approvals, and the satisfaction of all other requirements prescribed by law which are necessary for consummation of the merger, including, but not limited to, approval of the FDIC, approval of the Commissioner and CDFI, approval of the Board of Governors of the Federal Reserve SystemSystem under the Bank Holding Company Act, as amended, and any required action under the Securities Act of 1933 with respect to the securities of the Holding Company issuable upon consummation of the merger; (c) Obtaining c. obtaining all consents or approvals, governmental or otherwise, which areare or, or in the opinion of counsel for the Bank may be, necessary to permit or enable the Surviving Corporation, upon and after the merger, to conduct all or any part of the business and activities of the Bank up to the time of the merger, in the manner in which such activities and business are then conducted; (d) d. the Bank’s 's obtaining for the Holding Company, prior to the Effective Closing Date, a letter, in form and substance satisfactory to the Holding Company’s 's legal counsel, signed by each person who is an “"affiliate” " of the Bank for purposes of Rule 145 of the Securities and Exchange Commission to the effect that: that (i) such person will not dispose of any shares of Holding Company’s common stock of the Holding Company to be received pursuant to the reorganization and merger, in violation of the Securities Act of 1933 or the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder, or in any event prior to such time as financial results covering at least 30 days of post-merger combined operations have been published; , and (ii) such person consents to the placing of a legend on the certificate(s) evidencing such shares referring to the issuance of such shares in a transaction to which Rule 145 is applicable and to the giving of stop-transfer instructions to the Holding Company’s 's transfer agent with respect to such certificate(s); e. for the benefit of the Bank and unless waived, the Holding Company shall have received an opinion from a law firm or tax accounting firm, in form and substance satisfactory to both the Bank and the Holding Company, to the effect that: the merger of Subsidiary with and into the Bank and the exchange of shares of common stock of the Bank for shares of common stock of the Holding Company, as provided for herein, will be considered a reorganization within the meaning of Section 368(a)(1)(A) of the Code; no gain or loss will be recognized by the Bank pursuant to consummation of the merger; and no gain or loss will be recognized by the shareholders of the Bank upon the exchange of their shares of common stock of the Bank for shares of common stock of the Holding Company, as provided for herein; and (e) Performance f. performance by each party hereto of all of its obligations hereunder to be performed prior to the merger becoming effective.

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the merger Merger is conditional upon: (a) Approval of this Merger Agreement by the shareholders of Bank and Subsidiary, as required by law; (b) Obtaining all other consents and approvals, and the satisfaction of all other requirements prescribed by law which are necessary for consummation of the mergerMerger, including, but not limited to, approval of the FDIC, the Commissioner and the Board of Governors of the Federal Reserve System; (c) Obtaining all consents or approvals, governmental or otherwise, which are, or in the opinion of counsel for Bank may be, necessary to permit or enable the Surviving Corporation, upon and after the mergerMerger, to conduct all or any part of the business and activities of Bank up to the time of the mergerMerger, in the manner in which such activities and business are then conducted; (d) Bank’s obtaining for Holding Company, prior to the Effective Date, a letter, in form and substance satisfactory to Holding Company’s counsel, signed by each person who is an “affiliate” of Bank for purposes of Rule 145 of the Securities and Exchange Commission (the “SEC”) to the effect that: (i) such person will not dispose of any shares of Holding Company’s common stock to be received pursuant to the mergerMerger, in violation of the Securities Act of 1933, as amended or the rules and regulations of the SEC promulgated thereunder, or in any event prior to such time as financial results covering at least 30 days of post-merger Merger combined operations have been published; and (ii) such person consents to the placing of a legend on the certificate(s) evidencing such shares referring to the issuance of such shares in a transaction to which Rule 145 is applicable and to giving of stop-transfer instructions to Holding Company’s transfer agent with respect to such certificate(s); and (e) Performance by each party hereto of all of its obligations hereunder to be performed prior to the merger Merger becoming effective.