Common use of Execution and Delivery of the Agreement Clause in Contracts

Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement have been duly authorized by the Board of Directors of BANK and, when this Agreement and the Merger have been duly approved by the affirmative vote of the holders of a majority of the outstanding shares of BANCORP Common Stock at a meeting of shareholders duly called and held and this Agreement and the Merger have been duly approved by BANCORP as the sole shareholder of BANK, this Agreement and the Merger will be duly and validly authorized by all necessary corporate action on the part of BANK. (ii) This Agreement has been duly executed and delivered by BANK and (assuming due execution and delivery by and enforceability against PACIFIC) constitutes the legal and binding obligations of BANK. (iii) The execution and delivery by BANK of this Agreement and the consummation of the transactions herein do not violate any provision of the Articles of Incorporation or Bylaws of BANK, any provision of federal or state law or any governmental rule or regulation (assuming receipt of the Government Approvals and the accuracy of the representations and warranties of PACIFIC set forth herein) and do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which BANK is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which BANK is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge,

Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement have been duly and validly authorized by the Board of Directors of BANK BANCORP and, when this Agreement and the Merger have been duly approved by the affirmative vote of the holders of a majority of the outstanding shares of BANCORP Common Stock at a meeting of shareholders duly called and held and this Agreement and the Merger have been duly approved by BANCORP as the sole shareholder of BANKheld, this Agreement and the Merger will be duly and validly authorized by all necessary corporate action on the part of BANKBANCORP. (ii) This Agreement has been duly executed and delivered by BANK BANCORP and (assuming due execution and delivery by and enforceability against PACIFIC) constitutes the a legal and binding obligations obligation of BANKBANCORP. (iii) The execution and delivery by BANK BANCORP of this Agreement and the consummation of the transactions herein contemplated do not and will not violate any provision of the Articles of Incorporation or Bylaws of BANKBANCORP, any provision of federal or state law or any governmental rule or regulation (assuming receipt of the Government Approvals and the accuracy of the representations and warranties of PACIFIC set forth herein) and do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which BANK BANCORP is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which BANK BANCORP is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge,, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of BANCORP.

Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement and the Agreement of Merger have been duly authorized by the Board Boards of Directors of BANK AMRBK and AMRB and, when the principal terms of the Merger, this Agreement and the Agreement of Merger have been duly approved by the affirmative vote of the holders of a the majority of the outstanding shares of BANCORP Common Stock AMRBK Shares either at a meeting of shareholders duly called and held or by action taken without a meeting pursuant to the AMRBK Articles, Bylaws and this Agreement and California law, the Merger have been duly approved by BANCORP as the sole shareholder of BANKMerger, this Agreement and the Agreement of Merger will be duly and validly authorized by all necessary corporate action on the part of BANKAMRBK and AMRB. (ii) This Agreement has been duly executed and delivered by BANK AMRBK and AMRB and (assuming due execution and delivery by and enforceability against PACIFICBNKA) constitutes the a legal and binding obligations obligation of BANKAMRBK and AMRB in accordance with its terms, and the Agreement of Merger, upon its execution and delivery by AMRB (after obtaining all applicable Government Approvals and assuming due execution and delivery by BNKA) will constitute, a legal and binding obligation of AMRB in accordance with its terms. (iii) The execution and delivery by BANK AMRBK of this Agreement and the consummation of the transactions contemplated herein and in the Agreement of Merger (a) do not violate any provision of the Articles of Incorporation or Bylaws of BANKAMRBK or AMRB, respectively, or violate in any material respect any provision of federal or state law or any governmental government rule or regulation (assuming (1) receipt of the Government Approvals and the accuracy Approvals, (2) receipt of the representations requisite AMRBK shareholder approval referred to in Section 5(r)(i) hereof, and warranties (3) receipt of PACIFIC set forth hereinappropriate permits or approvals under state securities or "blue sky" laws, and a registration statement on the appropriate form is declared effective by the Securities and Exchange Commission), and (b) and do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which BANK AMRBK is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which BANK AMRBK is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge,, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of AMRBK.

Execution and Delivery of the Agreement. (ia) The execution and delivery of this Agreement and the Merger Agreement have been duly authorized by the Board of Directors of BANK and, when this Agreement and the Merger have been duly approved by the affirmative vote of the holders of a majority of the outstanding shares of BANCORP Common Stock at a meeting of shareholders duly called and held FNB and this Agreement and the Merger Agreement have been duly approved by BANCORP as the sole shareholder of BANK, this Agreement and the Merger will be duly and validly authorized by all necessary corporate action on the part of BANKFNB. (iib) This Agreement has been duly executed and delivered by BANK FNB and (assuming due execution and delivery by and enforceability against PACIFICVCB) constitutes the a legal and binding obligations obligation of BANKFNB in accordance with its terms, and the Merger Agreement, upon its execution and delivery by FNBNC (after obtaining all applicable Government Approvals and assuming due execution and delivery by VCB) will constitute, a legal and binding obligation of FNBNC in accordance with its terms. (iiic) The execution and delivery by BANK FNB of this Agreement and the Merger Agreement and the consummation of the transactions contemplated herein and in the Merger Agreement (i) do not violate any provision of the Articles of Incorporation or Bylaws of BANK, FNB or violate in any material respect any provision of federal or state law or any governmental government rule or regulation (assuming receipt of the Government Approvals and receipt of appropriate permits or approvals under state securities or “blue sky” laws, including a permit from the accuracy of DBO after a fairness hearing as described in Article 6 hereof or, in the representations alternative, a registration statement on Form S-4 declared effective by the SEC, and warranties of PACIFIC set forth herein(ii) and do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which BANK FNB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which BANK FNB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge,, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of FNB.