Common use of Conditions to Second Closing Clause in Contracts

Conditions to Second Closing. (1) The obligation of the Investors to consummate the Second Closing is subject to the fulfillment prior to or contemporaneously with the Second Closing of each of the following conditions: (i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Second Closing or shall prohibit or restrict the Investors or their Affiliates from owning, voting, or, subject to the receipt of the Shareholder Approvals, converting or exercising, any securities of the Company in accordance with the terms thereof and no lawsuit shall have been commenced by any Governmental Entity or third party seeking to effect any of the foregoing; (ii) the Company shall have performed all obligations required to be performed by it at or prior to or contemporaneously with the Second Closing under this Agreement; (iii) the Series B Certificate shall have been filed with the New Jersey Secretary and shall be in full force and effect; (iv) the Company and the Investors shall have made or obtained any application, notice, filing, approval, consent, non-objection, or exemption as may be required to, from, or by any Governmental Entity in order to consummate the transactions contemplated by the Transaction Documents to be completed at the Second Closing, including, without limitation, notice and non-objection of the Federal Reserve pursuant to the CBC Act and the concurrence of Federal Reserve staff that neither the Investors nor their Affiliates will control the Company for purposes of the BHC Act, the CBC Act or otherwise be required to become a bank holding company; (v) the Investors shall have determined in their reasonable good faith judgment that consummation of the transactions contemplated by the Transaction Documents would not result in a Burdensome Condition; (vi) no law, rule, regulation, policy, order, guideline or regulatory interpretation, other than the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, shall have been enacted, issued, implemented or modified after the First Closing Date that would, in the reasonable and good faith judgment of the Investors, materially and adversely affect the anticipated benefits or burdens of the transactions contemplated herein; (vii) the Company shall have reimbursed the Investors for all Transaction Expenses, subject to a maximum aggregate expense reimbursement to the Investors in respect of the Transaction Expenses (including any amounts paid at the First Closing and, if applicable, the Expense Reimbursement Deadline) of $450,000; and (viii) the Company shall receive gross proceeds from the sale of Series B Preferred Shares pursuant to this Agreement and the Other Securities Purchase Agreements of an aggregate amount of $82,026,000 from the investors listed in Section 1.2(a)(1) of the Disclosure Schedule, contemporaneously with the Second Closing, and an amount of such proceeds necessary for the Company Bank to maintain a pro forma total risk based capital ratio of 12% shall be contributed as capital to the Company Bank. (2) The obligation of the Company to consummate the Second Closing is subject to the fulfillment prior to or contemporaneously with the Second Closing of each of the following conditions: (i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Second Closing and no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing; (ii) each Investor shall have performed all obligations required to be performed by it at or prior to or contemporaneously with the Second Closing under this Agreement; and (iii) the Company and the Investors shall have obtained the approvals and authorizations of, filings and registrations with, and notifications to, and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, required to consummate the Second Closing.

Conditions to Second Closing. (1) The obligation of the Investors to consummate the Second Closing is subject to the fulfillment prior to or contemporaneously with the Second Closing of each of the following conditions: (i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Second Closing or shall prohibit or restrict the Investors or their Affiliates from owning, voting, or, subject to the receipt of the Shareholder Approvals, converting or exercising, any securities of the Company in accordance with the terms thereof and no lawsuit shall have been commenced by any Governmental Entity or third party seeking to effect any of the foregoing; (ii) the Company shall have performed all obligations required to be performed by it at or prior to or contemporaneously with the Second Closing under this Agreement; (iii) the Series B Certificate shall have been filed with the New Jersey Secretary and shall be in full force and effect; (iv) the Company and the Investors shall have made or obtained any application, notice, filing, approval, consent, non-objection, or exemption as may be required to, from, or by any Governmental Entity in order to consummate the transactions contemplated by the Transaction Documents to be completed at the Second Closing, including, without limitation, notice and non-objection of the Federal Reserve pursuant to the CBC Act and the concurrence of Federal Reserve staff that neither the Investors nor their Affiliates will control the Company for purposes of the BHC Act, the CBC Act or otherwise be required to become a bank holding company; (v) the Investors shall have determined in their its reasonable good faith judgment that consummation of the transactions contemplated by the Transaction Documents would not result in a Burdensome Condition; (vi) no law, rule, regulation, policy, order, guideline or regulatory interpretation, other than the DxxxDodd-Fxxxx Xxxx Street Reform and Frank Wall Stxxxx Xxxxxx xxx Consumer Protection Act, shall have been enacted, issued, implemented or modified after the First Closing Date that would, in the reasonable and good faith judgment of the Investors, materially and adversely affect the anticipated benefits or burdens of the transactions contemplated herein; (vii) the Company shall have reimbursed the Investors for all Transaction Expenses, subject to a maximum aggregate expense reimbursement to the Investors in respect of the Transaction Expenses (including any amounts paid at the First Closing and, if applicable, the Expense Reimbursement Deadline) of $450,000; and (viiivii) the Company shall receive gross proceeds from the sale of Series B Preferred Shares pursuant to this Agreement and the Other Securities Purchase Agreements of an aggregate amount of $82,026,000 from the investors listed in Section 1.2(a)(1) of the Disclosure Schedule, contemporaneously with the Second Closing, and an amount of such proceeds necessary for the Company Bank to maintain a pro forma total risk based capital ratio of 12% shall be contributed as capital to the Company Bank. (2) The obligation of the Company to consummate the Second Closing is subject to the fulfillment prior to or contemporaneously with the Second Closing of each of the following conditions: (i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Second Closing and no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing; (ii) each Investor the Investors shall have performed all obligations required to be performed by it at or prior to or contemporaneously with the Second Closing under this Agreement; and (iii) the Company and the Investors shall have obtained the approvals and authorizations of, filings and registrations with, and notifications to, and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, required to consummate the Second Closing.

Conditions to Second Closing. (1) The obligation of the Investors Investor to consummate the Second Closing is subject to the fulfillment prior to or contemporaneously with the Second Closing of each of the following conditions: (i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Second Closing or shall prohibit or restrict the Investors Investor or their its Affiliates from owning, voting, or, subject to the receipt of the Shareholder Approvals, converting or exercising, any securities of the Company in accordance with the terms thereof and no lawsuit shall have been commenced by any Governmental Entity or third party seeking to effect any of the foregoing; (ii) the Company shall have performed all obligations required to be performed by it at or prior to or contemporaneously with the Second Closing under this Agreement; (iii) the Series B Certificate shall have been filed with the New Jersey Secretary and shall be in full force and effect; (iv) the Company and the Investors Investor shall have made or obtained any application, notice, filing, approval, consent, non-objection, or exemption as may be required to, from, or by any Governmental Entity in order to consummate the transactions contemplated by the Transaction Documents to be completed at the Second Closing, including, without limitation, notice and non-objection of the Federal Reserve pursuant to the CBC Act and the concurrence of Federal Reserve staff that neither the Investors Investor nor their its Affiliates will control the Company for purposes of the BHC Act, the CBC Act or otherwise be required to become a bank holding company; (v) the Investors Investor shall have determined in their its reasonable good faith judgment that consummation of the transactions contemplated by the Transaction Documents would not result in a Burdensome Condition; (vi) no law, rule, regulation, policy, order, guideline or regulatory interpretation, other than the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, shall have been enacted, issued, implemented or modified after the First Closing Date that would, in the reasonable and good faith judgment of the InvestorsInvestor, materially and adversely affect the anticipated benefits or burdens of the transactions contemplated herein; (vii) the Company shall have reimbursed the Investors Investor for all Transaction Expenses, subject to a maximum aggregate expense reimbursement to the Investors Investor in respect of the Transaction Expenses (including any amounts paid at the First Closing and, if applicable, the Expense Reimbursement Deadline) of $450,000900,000; and (viii) the Company shall receive gross proceeds from the sale of Series B Preferred Shares pursuant to this Agreement and the Other Securities Purchase Agreements of an aggregate amount of $82,026,000 from the investors listed in Section 1.2(a)(1) of the Disclosure Schedule, contemporaneously with the Second Closing, and an amount of such proceeds necessary for the Company Bank to maintain a pro forma total risk based capital ratio of 12% shall be contributed as capital to the Company Bank. (2) The obligation of the Company to consummate the Second Closing is subject to the fulfillment prior to or contemporaneously with the Second Closing of each of the following conditions: (i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Second Closing and no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing; (ii) each the Investor shall have performed all obligations required to be performed by it at or prior to or contemporaneously with the Second Closing under this Agreement; and (iii) the Company and the Investors Investor shall have obtained the approvals and authorizations of, filings and registrations with, and notifications to, and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, required to consummate the Second Closing.

Conditions to Second Closing. (1) The obligation obligations of the Investors Buyer to consummate the Second Closing is are subject to the fulfillment satisfaction at or prior to or contemporaneously with the Second Closing of each of the following conditions set forth below; provided, however, that notwithstanding the failure of any or all of such conditions, Buyer may nevertheless proceed with the Closing without satisfaction, in whole or in part, of any or all of such conditions, but only if a written waiver thereof is executed by Buyer: (ia) no provision The Closing shall have occurred. (b) Each of any applicable law or regulation the representations and no judgmentwarranties of McEntire contained in Section 3A.3 shall be true and correct in all xxxxxxxx respects (other than such representations and warranties that are qualified by a materiality standard, injunction, order or decree which representations shall prohibit be true and correct in all respects) on and as of the Second Closing or shall prohibit or restrict Date with the Investors or their Affiliates from owning, voting, or, subject to same force and effect as though the receipt same had been made on the Second Closing Date. (c) All of the Shareholder Approvals, converting covenants and agreements required by this Agreement to have been performed and complied with by McEntire prior to or exercising, any securities of on the Company in accordance with the terms thereof and no lawsuit Second Closing Date shall have been commenced by any Governmental Entity or third party seeking to effect any of the foregoing; (ii) the Company shall have performed all obligations required to be performed by it at or perfxxxxx xxd complied with prior to or contemporaneously with the Second Closing under this Agreement;Date. (iiid) No preliminary or permanent injunction or other Judgment of any court restraining or prohibiting the Series B Certificate consummation of the transactions contemplated hereby shall be in effect. No Proceedings shall have been filed with the New Jersey Secretary and shall be in full force and effect; (iv) the Company and the Investors shall have made instituted or obtained any application, notice, filing, approval, consent, non-objection, or exemption as may be required to, from, or threatened by any Governmental Entity Person (including any Authority) seeking to prohibit, restrict or delay, declare illegal or to enjoin or obtain Damages from Buyer in order to consummate the transactions contemplated by the Transaction Documents to be completed at the Second Closing, including, without limitation, notice and non-objection of the Federal Reserve pursuant to the CBC Act and the concurrence of Federal Reserve staff that neither the Investors nor their Affiliates will control the Company for purposes of the BHC Actrespect of, the CBC Act or otherwise be required to become a bank holding company; (v) the Investors shall have determined in their reasonable good faith judgment that consummation of the transactions contemplated by the Transaction Documents would not result in a Burdensome Condition;Article IIA. (vie) no law, rule, regulation, policy, order, guideline or regulatory interpretation, other than the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, No action shall have been enactedtaken by any Authority that would prohibit, issuedrestrict, implemented delay, render illegal or modified after enjoin the First Closing Date that would, in the reasonable and good faith judgment of the Investors, materially and adversely affect the anticipated benefits or burdens consummation of the transactions contemplated herein; (vii) the Company shall have reimbursed the Investors for all Transaction Expenses, subject to a maximum aggregate expense reimbursement to the Investors in respect of the Transaction Expenses (including any amounts paid at the First Closing and, if applicable, the Expense Reimbursement Deadline) of $450,000; and (viii) the Company shall receive gross proceeds from the sale of Series B Preferred Shares pursuant to this Agreement and the Other Securities Purchase Agreements of an aggregate amount of $82,026,000 from the investors listed in Section 1.2(a)(1) of the Disclosure Schedule, contemporaneously with the Second Closing, and an amount of such proceeds necessary for the Company Bank to maintain a pro forma total risk based capital ratio of 12% shall be contributed as capital to the Company Bankby Article IIA. (2f) The obligation Buyer shall receive a certificate, dated as of the Company to consummate the Second Closing is subject Date, from McEntire as to the fulfillment prior to or contemporaneously with the Second Closing of each satisfaction of the following conditions: conditions set forth in Sectixx 0.0(x) and (i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Second Closing and no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing; (ii) each Investor shall have performed all obligations required to be performed by it at or prior to or contemporaneously with the Second Closing under this Agreement; and (iii) the Company and the Investors shall have obtained the approvals and authorizations of, filings and registrations with, and notifications to, and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, required to consummate the Second Closingc).

Conditions to Second Closing. (1) The obligation of the Investors to consummate the Second Closing is subject to the fulfillment prior to or contemporaneously with the Second Closing of each of the following conditions: (i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Second Closing or shall prohibit or restrict the Investors or their Affiliates from owning, voting, or, subject to the receipt of the Shareholder Approvals, converting or exercising, any securities of the Company in accordance with the terms thereof and no lawsuit shall have been commenced by any Governmental Entity or third party seeking to effect any of the foregoing; (ii) the Company shall have performed all obligations required to be performed by it at or prior to or contemporaneously with the Second Closing under this Agreement; (iii) the Series B Certificate shall have been filed with the New Jersey Secretary and shall be in full force and effect; (iv) the Company and the Investors shall have made or obtained any application, notice, filing, approval, consent, non-objection, or exemption as may be required to, from, or by any Governmental Entity in order to consummate the transactions contemplated by the Transaction Documents to be completed at the Second Closing, including, without limitation, notice and non-objection of the Federal Reserve pursuant to the CBC Act and the concurrence of Federal Reserve staff that neither the Investors nor their Affiliates will control the Company for purposes of the BHC Act, the CBC Act or otherwise be required to become a bank holding company; (v) the Investors shall have determined in their its reasonable good faith judgment that consummation of the transactions contemplated by the Transaction Documents would not result in a Burdensome Condition; (vi) no law, rule, regulation, policy, order, guideline or regulatory interpretation, other than the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, shall have been enacted, issued, implemented or modified after the First Closing Date that would, in the reasonable and good faith judgment of the Investors, materially and adversely affect the anticipated benefits or burdens of the transactions contemplated herein; (vii) the Company shall have reimbursed the Investors for all Transaction Expenses, subject to a maximum aggregate expense reimbursement to the Investors in respect of the Transaction Expenses (including any amounts paid at the First Closing and, if applicable, the Expense Reimbursement Deadline) of $450,000; and (viiivii) the Company shall receive gross proceeds from the sale of Series B Preferred Shares pursuant to this Agreement and the Other Securities Purchase Agreements of an aggregate amount of $82,026,000 from the investors listed in Section 1.2(a)(1) of the Disclosure Schedule, contemporaneously with the Second Closing, and an amount of such proceeds necessary for the Company Bank to maintain a pro forma total risk based capital ratio of 12% shall be contributed as capital to the Company Bank. (2) The obligation of the Company to consummate the Second Closing is subject to the fulfillment prior to or contemporaneously with the Second Closing of each of the following conditions: (i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Second Closing and no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing; (ii) each Investor the Investors shall have performed all obligations required to be performed by it at or prior to or contemporaneously with the Second Closing under this Agreement; and (iii) the Company and the Investors shall have obtained the approvals and authorizations of, filings and registrations with, and notifications to, and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, required to consummate the Second Closing.