Common use of Execution and Delivery; No Violation Clause in Contracts

Execution and Delivery; No Violation. (A) CFG has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG to Investar. Assuming due authorization, execution and delivery by Investar, this Agreement constitutes the legal, valid and binding obligation of CFG, enforceable against CFG in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability Exceptions. (B) Subject to the receipt of any consents and approvals set forth in Section 3.08 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactions, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG or any of its Subsidiaries; (ii) a violation of any Legal Requirement applicable to CFG, any of its Subsidiaries or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG or any of its Subsidiaries is a party, or by which it or any of its properties, assets or business activities may be bound or affected. (C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.

Execution and Delivery; No Violation. (A) CFG A. BOJ has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG BOJ has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG to InvestarBOJ. Assuming due authorization, execution and delivery by Investar, this Agreement constitutes the legal, valid and binding obligation of CFGBOJ, enforceable against CFG BOJ in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception. (B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 3.08 5.09 and the expiration of related waiting periods, and neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG BOJ or any of its SubsidiariesHighlands Bank; (ii) a violation of any Legal Requirement applicable to CFGBOJ, any of its Subsidiaries Highlands Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG BOJ or any of its Subsidiaries Highlands Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG BOJ or any of its Subsidiaries Highlands Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected. (C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.

Execution and Delivery; No Violation. (A) CFG A. Each of Investar and Newco has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG Each of Investar and Newco has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG Investar and Newco to InvestarCitizens. Assuming due authorization, execution and delivery by InvestarCitizens, this Agreement constitutes the legal, valid and binding obligation obligations of CFGInvestar and Newco, enforceable against CFG each in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception. (B) B. Subject to the receipt of any consents and approvals set forth in Section 3.08 6.04 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG Investar or any of its SubsidiariesNewco; (ii) a violation of any Legal Requirement applicable to CFG, any of its Subsidiaries Investar or Newco or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG Investar or any of its Subsidiaries Newco under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG Investar or any of its Subsidiaries Newco is a party, or by which it or any of its properties, assets or business activities may be bound or affected. (C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.

Execution and Delivery; No Violation. (A) CFG A. MBI has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG MBI has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG MBI to InvestarBusiness First. Assuming due authorization, execution and delivery by InvestarBusiness First, this Agreement constitutes the legal, valid and binding obligation of CFGMBI, enforceable against CFG MBI in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability Exceptions. (B) B. Subject to the receipt of any consents and approvals set forth in Section 3.08 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG MBI or any of its Subsidiaries; (ii) a violation of any Legal Requirement applicable to CFGMBI, any of its Subsidiaries or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG MBI or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG MBI or any of its Subsidiaries is a party, or by which it or any of its properties, assets or business activities may be bound or affected. (C) C. As of the date of this Agreement, the CFG MBI board of directors, by resolution adopted by a unanimous vote of the entire CFG MBI board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions transactions contemplated by this Agreement are fair and in the best interests of CFG MBI and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG MBI for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG MBI approve this Agreement and the Contemplated Transactions transactions contemplated by this Agreement at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.

Execution and Delivery; No Violation. (A) CFG A. Citizens has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG Citizens has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG Citizens to Investar. Assuming due authorization, execution and delivery by Investar, this Agreement constitutes the legal, valid and binding obligation of CFGCitizens, enforceable against CFG Citizens in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception. (B) B. Subject to the receipt of any consents and approvals set forth in Section 3.08 5.08 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG Citizens or any of its Subsidiaries; (ii) a violation of any Legal Requirement applicable to CFGCitizens, any of its Subsidiaries or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG Citizens or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG Citizens or any of its Subsidiaries is a party, or by which it or any of its properties, assets or business activities may be bound or affected. (C) As of the date of this Agreement, the CFG board of directorsC. The Citizens Board, by resolution adopted by a unanimous vote of the entire CFG board of directors Citizens Board at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions transactions contemplated by this Agreement are fair and in the best interests of CFG Citizens and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG Citizens for consideration at the Shareholder Meeting; and, (iii) subject to the exercise of its fiduciary duties and Section 8.07 hereof, recommended that the shareholders of CFG Citizens approve this Agreement and the Contemplated Transactions transactions contemplated by this Agreement at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.

Execution and Delivery; No Violation. (A) CFG A. Each of FNBC and Newco has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG Each of FNBC and Newco has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG FNBC and Newco to InvestarSIBC. Assuming due authorization, execution and delivery by InvestarSIBC, this Agreement constitutes the legal, valid and binding obligation obligations of CFGFNBC and Newco, enforceable against CFG each in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception. (B) B. Subject to the receipt of any consents and approvals set forth in Section 3.08 6.04 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG FNBC or any of its SubsidiariesNewco; (ii) a violation of any Legal Requirement applicable to CFG, any of its Subsidiaries FNBC or Newco or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG FNBC or any of its Subsidiaries Newco under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG FNBC or any of its Subsidiaries Newco is a party, or by which it or any of its properties, assets or business activities may be bound or affected. (C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.

Execution and Delivery; No Violation. (A) CFG A. BFST has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG BFST has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG to InvestarBFST. Assuming due authorization, execution and delivery by InvestarRSBI, this Agreement constitutes the legal, valid and binding obligation of CFGBFST, enforceable against CFG BFST in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception. (B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 3.08 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, constitutes or will constitute constitute: (i) a breach or violation of any provision of the Constituent Documents of CFG BFST or any of its SubsidiariesBF Bank; (ii) a violation of any Legal Requirement applicable to CFGBFST, any of its Subsidiaries BF Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG BFST or any of its Subsidiaries BF Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG BFST or any of its Subsidiaries BF Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected. (C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.

Execution and Delivery; No Violation. (A) CFG A. RSBI has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG RSBI has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG to InvestarRSBI. Assuming due authorization, execution and delivery by InvestarBFST, this Agreement constitutes the legal, valid and binding obligation of CFGRSBI, enforceable against CFG RSBI in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception. (B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 3.08 5.09 and the expiration of related waiting periods, and neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG RSBI or any of its SubsidiariesRichland State Bank; (ii) a violation of any Legal Requirement applicable to CFGRSBI, any of its Subsidiaries Richland State Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG RSBI or any of its Subsidiaries Richland State Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG RSBI or any of its Subsidiaries Richland State Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected. (C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.

Execution and Delivery; No Violation. (A) CFG A. Each of Business First and BFB has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG Each of Business First and BFB has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG Business First and BFB to InvestarMBI. Assuming due authorization, execution and delivery by InvestarMBI, this Agreement constitutes the legal, valid and binding obligation obligations of CFGBusiness First and BFB, enforceable against CFG each in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability Exceptions. (B) B. Subject to the receipt of any consents and approvals set forth in Section 3.08 4.04 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG Business First or any of its SubsidiariesBFB; (ii) a violation of any Legal Requirement applicable to CFG, any of its Subsidiaries Business First or BFB or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG Business First or any of its Subsidiaries BFB under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG Business First or any of its Subsidiaries BFB is a party, or by which it or any of its properties, assets or business activities may be bound or affected. (C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.