Common use of Corporate Authorization; No Conflicts Clause in Contracts

Corporate Authorization; No Conflicts. Subject to the approval of this Agreement by the shareholders of Bristol in accordance with the FBCA and FFIC, and applicable federal law, all corporate acts and other proceedings required of Bristol for the due and valid authorization, execution, delivery and performance of this Agreement and consummation of the Merger have been validly and appropriately taken. Subject to their approval by the shareholders of Bristol and to such regulatory approvals as are required by law, this Agreement is a legal, valid and binding obligation of Bristol and is enforceable against Bristol in accordance with the terms hereof, except that enforcement may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions; (b) general equitable principles; and (c) laws relating to the safety and soundness of insured depository institutions, and except that no representation is made as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except as set forth on Schedule 3.03 of the Schedule of Exceptions, with respect to Bristol, neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby will: (i) violate, conflict with, or result in a breach of any provision of; (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under; (iii) result in the termination of or accelerate the performance required by; or (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of its properties or assets under, any of the terms, conditions or provisions of its articles of incorporation or association or Bylaws or any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation to or by which it or any of its assets is bound; or violate any order, writ, injunction, decree, statute, rule or regulation of any governmental body applicable to it or any of its assets.

Corporate Authorization; No Conflicts. Subject to the approval of this the Bank Merger Agreement by WNB's Board of Directors and by Whitney as the shareholders sole shareholder of Bristol in accordance with the FBCA and FFIC, and applicable federal lawWNB, all corporate acts and other proceedings required of Bristol Whitney and WNB for the due and valid authorization, execution, delivery and performance of this Agreement and the Bank Merger Agreement and consummation of the Merger Mergers have been validly and appropriately taken. Subject to their approval by the shareholders of Bristol and to such regulatory approvals as are required by law, this Agreement is a and the Bank Merger Agreement are legal, valid and binding obligation obligations of Bristol Whitney and is WNB as the case may be, and are enforceable against Bristol them in accordance with the respective terms hereofof such agreements, except that enforcement may be limited by: by (ai) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally or the rights of creditors of insured depository institutions; , (bii) general equitable principles; principles and (ciii) laws relating to the safety and soundness of insured depository institutions, and except that no representation is made as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except as set forth on Schedule 3.03 of the Schedule of Exceptions, with With respect to Bristoleach of Whitney and WNB, neither the execution, delivery or performance of this Agreement or the Bank Merger Agreement, nor the consummation of the transactions contemplated hereby will: or thereby will (i) violate, conflict with, or result in a breach of any provision of; , (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under; , (iii) result in the termination of or accelerate the performance required by; , or (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of its properties or assets under, any of the terms, conditions or provisions of its articles of incorporation or association or Bylaws its by-laws (or comparable documents) or any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement or other material instrument or obligation to or by which it or any of its assets is bound; or violate any order, writ, injunction, decree, statute, rule or regulation of any governmental body applicable to it or any of its assets.

Corporate Authorization; No Conflicts. Subject to the approval of this Agreement by Bancshares as the shareholders sole shareholder of Bristol in accordance with the FBCA and FFIC, and applicable federal lawBOF, all corporate acts and other proceedings required of Bristol Bancshares and BOF for the due and valid authorization, execution, delivery and performance of this Agreement and consummation of the Merger have been validly and appropriately taken. Subject to their approval by the shareholders of Bristol and to such regulatory approvals as are required by law, this Agreement is a constitutes legal, valid and binding obligation obligations of Bristol Bancshares and BOF as the case may be, and is enforceable against Bristol them in accordance with the terms hereof, except that enforcement may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions; (b) general equitable principles; and (c) laws relating to the safety and soundness of insured depository institutions, and except that no representation is made as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except as set forth on Schedule 3.03 of the Schedule of Exceptions, with With respect to Bristoleach of Bancshares and BOF, neither the execution, delivery or performance of this Agreement, nor Agreement and the consummation of the transactions contemplated hereby willor thereby will not: (i) violate, conflict with, or result in a breach of any provision of; (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under; (iii) result in the termination of or accelerate the performance required by; or (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of its properties or assets under, any of the terms, conditions or provisions of its articles of incorporation or association or its Bylaws (or comparable documents) or any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation to or by which it or any of its assets is bound; or violate any order, writ, injunction, decree, statute, rule or regulation of any governmental body applicable to it or any of its assets.

Corporate Authorization; No Conflicts. Subject to the approval of this Agreement or the issuance of Bancshares Common Stock in connection with the Company Merger by the shareholders of Bristol BOF and Bancshares, respectively, in accordance with the FBCA and FFICFBCA, FFIC and applicable federal law, all corporate acts and other proceedings required of Bristol Bancshares and BOF for the due and valid authorization, execution, delivery and performance of this Agreement and consummation of the Merger Mergers have been validly and appropriately taken. Subject to their approval by the shareholders of Bristol and to such regulatory approvals as are required by law, this Agreement is a the legal, valid and binding obligation obligations of Bristol Bancshares and is BOF as the case may be, and are enforceable against Bristol them in accordance with the respective terms hereofof such agreements, except that enforcement may be limited by: (ai) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions; (bii) general equitable principles; and (ciii) laws relating to the safety and soundness of insured depository institutions, and except that no representation is made as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except as set forth on Schedule 3.03 of the Schedule of Exceptions, with With respect to Bristoleach of Bancshares and BOF, neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby will: (i) violate, conflict with, or result in a breach of any provision of; (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under; (iii) result in the termination of or accelerate the performance required by; or (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of its properties or assets under, any of the terms, conditions or provisions of its articles Articles of incorporation Incorporation or association its Bylaws (or Bylaws comparable documents) or any material note, bond, mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation to or by which it or any of its assets is bound; or violate any order, writ, injunction, decree, statute, rule or regulation of any governmental body applicable to it or any of its assets.