Common use of Corporate Authority and Action Clause in Contracts

Corporate Authority and Action. (i) The Company has the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and performance of its obligations under this Agreement and, subject only to obtaining the requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the "Company Requisite Vote"), to consummate the Merger. This Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The Company has taken all action necessary in order to exempt this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby from, and this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby are exempt from, (i) the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, and of any other State and (ii) the provisions of Article XIII of the Company's certificate of incorporation with respect to "Business Combinations". (iii) The Company has taken all corporate action necessary in order to authorize the execution and delivery of, and performance of its obligations under, and has entered into, amendments to each of the GE Stockholders Agreement and the Yasuda Stockholders Agreement (the "GE Amendment" and the "Yasuda Amendment", respectively). Each of the GE Amendment and the Yasuda Amendment is a valid and legally binding agreement of the Company and, assuming the due authorization, execution and delivery of such agreement by each other party thereto, is enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Corporate Authority and Action. (i) The Company has the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and performance of its obligations under this Agreement and, subject only to obtaining the requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the "Company Requisite Vote"), to consummate the Merger. This Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" ' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The Company has taken all action necessary in order to exempt this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby from, and this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby are exempt from, (i) the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, and of any other State and (ii) the provisions of Article XIII of the Company's certificate of incorporation with respect to "Business Combinations". (iii) The Company has taken all corporate action necessary in order to authorize the execution and delivery of, and performance of its obligations under, and has entered into, amendments to each of the GE Stockholders Agreement and the Yasuda Stockholders Agreement (the "GE Amendment" and the "Yasuda Amendment", respectively). Each of the GE Amendment and the Yasuda Amendment is a valid and legally binding agreement of the Company and, assuming the due authorization, execution and delivery of such agreement by each other party thereto, is enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Corporate Authority and Action. (i) The Company has the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and the performance of its obligations under under, this Agreement and the Stock Option Agreement and, subject only to obtaining the requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock entitled to vote at the Company Stockholders Stockholder Meeting (the "Company Requisite VoteCOMPANY REQUISITE VOTE"), to adopt the plan of merger contained in this Agreement and, in accordance therewith, to consummate the Merger. This Each of this Agreement, the Stock Option Agreement and each Employment Agreement constitutes a the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" ' rights and to general equity principles (the "Bankruptcy and Equity ExceptionBANKRUPTCY AND EQUITY EXCEPTION"). (ii) The Company has taken all action necessary in order to exempt this Agreement, the Voting Agreements Stock Option Agreement and the Merger and the other transactions contemplated hereby and thereby from, and this Agreement, the Voting Agreements Stock Option Agreement and the Merger and the other transactions contemplated hereby and thereby are exempt from, (ix) the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, and of any other State and (iiy) the provisions of Article XIII Fourteenth of the Company's certificate of incorporation with respect to "Business Combinations". (iii) The Company has taken all corporate action necessary in order to authorize the execution " and delivery of, and performance of its obligations under, and has entered into, amendments to each any other applicable provisions of the GE Stockholders Agreement and the Yasuda Stockholders Agreement (the "GE Amendment" and the "Yasuda Amendment", respectively). Each of the GE Amendment and the Yasuda Amendment is a valid and legally binding agreement of the Company and, assuming the due authorization, execution and delivery of such agreement by each other party thereto, is enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity ExceptionCompany's Constitutive Documents.

Corporate Authority and Action. (ia) The Company has the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and performance of its obligations under this Agreement and, subject only to obtaining the requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the "Company Requisite Vote"), to consummate the Merger. This Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The Company has taken all action necessary in order to exempt this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby from, and this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby are exempt from, (i) the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, and of any other State and (ii) the provisions of Article XIII of the Company's certificate of incorporation with respect to "Business Combinations". (iii) The Company has Subsidiaries have taken all corporate action necessary in order (i) to authorize the execution and delivery of, and performance of its obligations under, this Agreement and has entered into, amendments (ii) subject only to each receipt of the GE Stockholders Agreement and the Yasuda Stockholders Agreement (the "GE Amendment" and the "Yasuda Amendment", respectively). Each approval of the GE Amendment and plan of merger contained in this Agreement by the Yasuda Amendment holders of a majority of the outstanding shares of Company Common Stock, to consummate the Merger. This Agreement is a valid and legally binding agreement obligation of the Company andCompany, assuming the due authorization, execution and delivery of such agreement by each other party thereto, is enforceable against the Company in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). (b) The Company has taken all action required to be taken by it in order to exempt this Agreement, the Shareholder Agreements and the transactions contemplated hereby and thereby from, and this Agreement, the Shareholder Agreements and the transactions contemplated hereby and thereby each is exempt from, the requirements of any applicable "moratorium," "control share," "fair price," or other antitakeover laws and regulation of any state, including Sections 14-2-1110 to 14-2-1113 and Sections 14-2-1131 to 14-2-1133 of the GBCC (collectively, "Takeover Laws"). As of the date hereof, the Company Board has adopted a resolution which approves and adopts this Agreement and the Merger and resolves to recommend that the Company's shareholders approve this Agreement and the Merger. (c) The Company Financial Advisor has delivered to the Company Board its written opinion, dated prior to or as of the date of this Agreement, to the effect that, based upon and subject to the Bankruptcy matters set forth therein and Equity Exceptionas of the date thereof, the Consideration to be received by holders of Company Common Stock pursuant to the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Company Financial Advisor to permit inclusion of such opinion (and/or a reference thereto) in the Proxy Statement. (d) The only vote of the shareholders the Company required to adopt the plan of merger contained in this Agreement and approve the Merger is the affirmative vote of the holders of not less than a majority of the outstanding Shares (the "Company Requisite Vote"). No other vote of the shareholders of the Company is required by law, the Company Articles or Company By-Laws.

Corporate Authority and Action. (i1) The Company has the requisite corporate power and authority, and has taken all corporate action necessary, necessary in order (A) to authorize the execution and delivery of, and performance of its obligations under under, this Agreement and, and (B) subject only to obtaining receipt of the requisite adoption approval of the plan of merger contained in this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the "Company Requisite Vote"), ) and the filing and notices as identified in Section 5.03(f) hereof to consummate the Merger. This Agreement has been duly authorized, executed and delivered by the Company, and assuming this Agreement constitutes a valid and binding obligation of Acquiror, this Agreement constitutes a valid and legally binding agreement obligation of the Company, enforceable against the Company it in accordance with its terms, subject to terms (except as enforceability may be limited by applicable bankruptcy, insolvency, conservatorship, receivership, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" ' rights and to or by general equity principles (the "Bankruptcy and Equity Exception"principles). (ii2) The Company has taken all action necessary required to be taken by it in order to exempt each of this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby from, and each of this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby are is exempt from, (iA) the requirements of any applicable "moratorium," "control share," "fair price," or other antitakeover laws and regulations regulation of the State of Delawareany state (collectively, "Takeover Laws"), including Section 203 of the DGCL, and of any other State (B) Articles Fourth and (ii) the provisions of Article XIII Eighth of the Company's certificate of incorporation with respect to "Business Combinations"and any other applicable provision of the Constitutive Documents of the Company or any of its Subsidiaries. (iii3) The Company Board has taken all corporate action necessary in order received the opinion of Smith Banking Consultants, Inc., daxxx xhe date of this Agreement, to authorize the execution and delivery ofeffect that, and performance of its obligations under, and has entered into, amendments to each as of the GE Stockholders Agreement and date of this Agreement, the Yasuda Stockholders Agreement (Consideration to be received in the "GE Amendment" and Merger by the "Yasuda Amendment", respectively). Each of the GE Amendment and the Yasuda Amendment is a valid and legally binding agreement stockholders of the Company and, assuming the due authorization, execution and delivery is fair to such stockholders from a financial point of such agreement by each other party thereto, is enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exceptionview.

Corporate Authority and Action. (i) The Company has the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and the performance of its obligations under under, this Agreement and the Stock Option Agreement and, subject only to obtaining the requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock entitled to vote at the Company Stockholders Stockholder Meeting (the "Company Requisite Vote"), to adopt the plan of merger contained in this Agreement and, in accordance therewith, to consummate the Merger. This Each of this Agreement, the Stock Option Agreement and each Employment Agreement constitutes a the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" ' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The Company has taken all action necessary in order to exempt this Agreement, the Stock Option Agreement, the Voting Agreements Agreement and the Merger and the other transactions contemplated hereby and thereby from, and this Agreement, the Stock Option Agreement, the Voting Agreements Agreement and the Merger and the other transactions contemplated hereby and thereby are exempt from, (ix) the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, and of any other State state and (iiy) the any other applicable provisions of Article XIII of the Company's certificate of incorporation with respect to "Business Combinations"Constitutive Documents. (iii) The Company has taken all corporate action necessary in order to authorize the execution and delivery of, and performance of its obligations under, and has entered into, amendments to each of the GE Stockholders Agreement and the Yasuda Stockholders Agreement (the "GE Amendment" and the "Yasuda Amendment", respectively). Each of the GE Amendment and the Yasuda Amendment is a valid and legally binding agreement of the Company and, assuming the due authorization, execution and delivery of such agreement by each other party thereto, is enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Corporate Authority and Action. (i) The Company has the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and performance of its obligations under this Agreement and, subject only to obtaining the requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the "Company Requisite Vote"), to consummate the Merger. This Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" rights and to general equity principles (the "Bankruptcy and Equity Exception")., (ii) The Company has taken all action necessary in order to exempt this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby from, and this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby are exempt from, (i) the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, and of any other State and (ii) the provisions of Article XIII of the Company's certificate of incorporation with respect to "Business Combinations". (iii) The Company has taken all corporate action necessary in order to authorize the execution and delivery of, and performance of its obligations under, and has entered into, amendments to each of the GE Stockholders Agreement and the Yasuda Stockholders Agreement (the "GE Amendment" and the "Yasuda Amendment", respectively). Each of the GE Amendment and the Yasuda Amendment is a valid and legally binding agreement of the Company and, assuming the due authorization, execution and delivery of such agreement by each other party thereto, is enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Corporate Authority and Action. (i) The Company has the ------------------------------ requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and the performance of its obligations under under, this Agreement and the Stock Option Agreement and, subject only to obtaining the requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock entitled to vote at the Company Stockholders Stockholder Meeting (the "Company Requisite Vote"), to adopt the plan of merger contained in this Agreement and, in accordance therewith, to consummate the Merger. This Each of this Agreement, the Stock Option Agreement and each Employment Agreement constitutes a the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" ' rights and to general equity principles (the "Bankruptcy and Equity ExceptionBANKRUPTCY AND EQUITY EXCEPTION"). (ii) The Company has taken all action necessary in order to exempt this Agreement, the Stock Option Agreement, the Voting Agreements Agreement and the Merger and the other transactions contemplated hereby and thereby from, and this Agreement, the Stock Option Agreement, the Voting Agreements Agreement and the Merger and the other transactions contemplated hereby and thereby are exempt from, (ix) the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, and of any other State state and (iiy) the any other applicable provisions of Article XIII of the Company's certificate of incorporation with respect to "Business Combinations"Constitutive Documents. (iii) The Company has taken all corporate action necessary in order to authorize the execution and delivery of, and performance of its obligations under, and has entered into, amendments to each of the GE Stockholders Agreement and the Yasuda Stockholders Agreement (the "GE Amendment" and the "Yasuda Amendment", respectively). Each of the GE Amendment and the Yasuda Amendment is a valid and legally binding agreement of the Company and, assuming the due authorization, execution and delivery of such agreement by each other party thereto, is enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Corporate Authority and Action. (i) The Company has the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and performance of its obligations under this Agreement and, subject only to obtaining the requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the "Company Requisite Vote"), to consummate the Merger. This Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The Company has taken all action necessary in order to exempt this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby from, and this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby are exempt from, (i) the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, and of any other State and (ii) the provisions of Article XIII of the Company's certificate of incorporation with respect to "Business Combinations". (iii1) The Company has taken all corporate action necessary in order (A) to authorize the execution and delivery of, and performance of its obligations under, this Agreement and has entered into, amendments (B) subject only to each receipt of the GE Stockholders approval of the plan of merger contained in this Agreement and by the Yasuda Stockholders Agreement holders of a majority of the outstanding shares of Company Common Stock (the "GE Amendment" COMPANY REQUISITE VOTE") and to the "Yasuda Amendment"approvals of applicable Government Authorities, respectively)to consummate the Merger. Each of the GE Amendment and the Yasuda Amendment This Agreement is a valid and legally binding agreement obligation of the Company andCompany, assuming the due authorization, execution and delivery of such agreement by each other party thereto, is enforceable against the Company in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). (2) The Company has taken all action required to be taken by it in order to exempt this Agreement, the Voting Agreement and the transactions contemplated hereby from, and each of this Agreement, the Voting Agreement and the transactions contemplated hereby is exempt from, (A) the requirements of any applicable "moratorium," "control share," "fair price," or other antitakeover laws and regulation of any state (collectively, "TAKEOVER LAWS"), including Section 203 of the DGCL and (B) any other applicable provision of the Constitutive Documents of the Company or any of its Subsidiaries. (3) The Company has received the opinion of Sandler O'Neill & Partners, L.P., dated the date of this Agreement, to the Bankruptcy and Equity Exceptioneffxxx xxxt, as of the date of this Agreement, the Consideration to be received in the Merger by the stockholders of the Company is fair to the stockholders of the Company from a financial point of view.

Corporate Authority and Action. (i) The Company It has the requisite corporate power and authority, authority and has taken all corporate action necessary, in order to authorize including obtaining the execution and delivery of, and performance approval of its obligations under this Agreement andboard of directors, subject only to obtaining the requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the "Company Requisite Vote"), to consummate the Merger. This Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" rights and to general equity principles (the "Bankruptcy and Equity Exception"). (ii) The Company has taken all action necessary in order to exempt this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby from, and this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby are exempt from, (i) the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, and of any other State and (ii) the provisions of Article XIII of the Company's certificate of incorporation with respect to "Business Combinations". (iii) The Company has taken all corporate action necessary in order to authorize the execution and delivery of, and performance of its obligations under, this Plan and has entered intoto consummate the Merger, amendments subject only to each receipt of the GE Stockholders Agreement and requisite approval of (A) in the Yasuda Stockholders Agreement (case of RCF, the "GE Amendment" and the "Yasuda Amendment", respectively). Each holders of at least a majority of the GE Amendment outstanding shares of RCF Common Stock and (B) in the Yasuda Amendment case of NYCB, the holders of at least a majority of the outstanding shares of NYCB Common Stock. This Plan is a valid and legally binding agreement of the Company and, assuming the due authorization, execution and delivery of such agreement by each other party thereto, is it enforceable against the Company in accordance with the terms hereof. Its shareholders have no dissenters' or similar rights in connection with the Merger. (ii) It has taken all action required to be taken by it in order to exempt this Plan and the Stock Option Agreement under which it is the issuer and the transactions contemplated hereby and thereby, from, and this Plan and such Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from the requirements of (A) any "moratorium," "control share," "fair price," "supermajority," "affiliate transactions", "business combination" or other state antitakeover laws and regulations (collectively, "Takeover Laws"), including Section 203 of the DGCL, (B) in the case of RCF, the provisions of Section A of Article VIII of its termscertificate of incorporation and (C) in the case of NYCB, subject the provisions of Section A of Article VIII of its certificate of incorporation. (iii) In the case of NYCB, it has taken all action, if any, necessary or appropriate so that the entering into of this Plan and the NYCB Stock Option Agreement, and the consummation of the transactions contemplated hereby and thereby (individually or in conjunction with any other event) do not and will not result in the ability of any Person to exercise any NYCB Stockholder Rights under the NYCB Rights Agreement or enable or require the NYCB Stockholder Rights to separate from the shares of NYCB Common Stock to which they are attached or to be triggered or become exercisable or unredeemable. No "Separation Time" or "Stock Acquisition Date" (as such terms are defined in the NYCB Rights Agreement) has occurred. NYCB has duly adopted an amendment to the Bankruptcy and Equity Exception.NYCB Rights Agreement substantially in the form of Annex F.