Common use of Corporate Authority and Action Clause in Contracts

Corporate Authority and Action. (i) It has the requisite corporate power and authority and has taken all corporate action necessary (including in the case of Mid Am, the approval of this Plan and the transactions contemplated herein by the affirmative vote of at least two-thirds of the Board of Directors of Mid Am) in order to authorize the execution and delivery of and performance of its obligations under, this Plan and, subject only to receipt of the requisite approval of (A) in the case of Citizens, at least two-thirds of the votes entitled to be cast by the holders of the outstanding shares of Citizens Common Stock and (B) in the case of Mid Am, a majority of the votes entitled to be cast by the holders of the outstanding shares of Mid Am Common Stock, to consummate the Merger. This Plan is a valid and legally binding agreement of it enforceable in accordance with the terms hereof. (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 (A) the requirements of any "moratorium," "control share," "fair price," "supermajority," "affiliate transactions", "business combination" or other state antitakeover laws and regulations (collectively, "Takeover Laws"), including section 1701.831 chapter 1704 of the OGCL and (B) in the case of Mid Am, the requirements of Paragraph 2(i) of Article 8 of Citizens' restated articles of incorporation, as amended.

Corporate Authority and Action. (ia) It has the requisite corporate power and authority and has taken all corporate action necessary (including in the case of Mid Am, the approval of this Plan and the transactions contemplated herein by the affirmative vote of at least two-thirds of the Board of Directors of Mid Am) in order to authorize the execution and delivery of of, and performance of its obligations under, this Plan andAgreement and to consummate the Merger, subject only to receipt of the requisite approval of (A) in the case holders of Citizens, at least two-thirds of the votes entitled to be cast by the holders a majority of the outstanding shares of Citizens Common Stock and (B) in the case of Mid Am, a majority of the votes entitled to be cast by the holders of the outstanding shares of Mid Am Company Common Stock, to consummate the Merger. This Plan Agreement is a its valid and legally binding agreement of it enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. Its stockholders have no dissenters’ or similar rights in connection with the terms hereofMerger except pursuant to Section 262 of the DGCL. (iib) It has taken all action required to be taken by it in order to exempt this Plan and Agreement, the Stock Option Agreement under which it is the issuer Voting Agreements 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 from, the requirements of (A) the requirements of any "“moratorium," "”, “control share," "”, “fair price," "”, “supermajority," "”, “affiliate transactions"”, "“business combination" ” or other state antitakeover anti-takeover laws and regulations (collectively, "“Takeover Laws"”), including section 1701.831 chapter 1704 of the OGCL and (B) in the case of Mid Am, the requirements of Paragraph 2(i) provisions of Article 8 of Citizens' restated articles its certificate of incorporation. As of the date hereof, as amendedits Board of Directors has approved the transactions contemplated by this Agreement by more than a two-thirds majority.

Corporate Authority and Action. (i1) It has the requisite corporate power and authority and The Company has taken all corporate action necessary (including in the case of Mid Am, the approval of this Plan and the transactions contemplated herein by the affirmative vote of at least two-thirds of the Board of Directors of Mid Am) in order (A) to authorize the execution and delivery of of, and performance of its obligations under, this Plan and, Agreement and the Stock Option Agreement and (B) subject only to receipt of the requisite approval of (A) the plan of merger contained in the case of Citizens, at least two-thirds of the votes entitled to be cast this Agreement by the holders of a majority of the outstanding shares of Citizens Common Stock and (B) in the case of Mid Am, a majority of the votes entitled to be cast by the holders of the outstanding shares of Mid Am Company Common Stock, to consummate the Merger. This Plan Agreement and the Stock Option Agreement each is a valid and legally binding agreement obligation of it the Company, enforceable in accordance with the its terms hereof(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). (ii2) It The Company has taken all action required to be taken by it in order to exempt this Plan and Agreement, 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 from, and thereby are this Agreement, the Stock Option Agreement and the transactions contemplated hereby each is exempt from from, the requirements of (A) the requirements of any applicable "moratorium," "control share," "fair price," "supermajority," "affiliate transactions", "business combination" or other state antitakeover laws and regulations regulation of any state (collectively, "Takeover Laws"), including section 1701.831 chapter 1704 Sections 55-9 and 55-9A of the OGCL NCBCA and (B) Sections 10.2 and 10.3 of the Company Articles. (3) The Company has received the opinion of Keefe, Bruyette & Woods, Inc., dated the date of this Agreemxxx, to the effexx xxxx, as of the date of this Agreement, the Consideration to be received in the case Merger by the shareholders of Mid Am, the requirements Company is fair to the shareholders of Paragraph 2(i) the Company from a financial point of Article 8 of Citizens' restated articles of incorporation, as amendedview.