Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance.

Mutual Conditions. The obligations of Seller PVFC, Park View, UCFC and Buyer Home Savings under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller the parties prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller PVFC and UCFC shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Voterequired vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements which that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Corporate Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Corporate Merger illegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer UCFC and PVFC shall have received all state securities the written opinion of UCFC’s Counsel, dated the Closing Date, to the effect that, on the basis of facts, representations and “blue sky” permits and other authorizations and approvals necessary to consummate the Mergerassumptions set forth in such opinion, the Bank Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and the other transactions contemplated hereby, rely upon customary representations contained in letters from UCFC and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for PVFC that purpose shall have been initiated or threatened by any state securities administratorUCFC’s Counsel reasonably deems relevant. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance.

Mutual Conditions. The obligations of Seller and Buyer under each party to this Agreement to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedentconditions: (a) The shareholders of Seller No statute, rule, regulation, order, injunction, decree or other Applicable Law shall have duly adopted this Agreement been enacted, entered, issued, promulgated or enforced by the Required Seller Vote and the shareholders any Governmental Authority which prohibits, restricts or makes illegal consummation of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger pursuant hereto (an "Injunction") and which remains in effect; and no proceeding initiated by the Required Buyer Vote.any Governmental Authority seeking an Injunction shall be pending; (b) All consents, waivers, authorizations and approvals of required from all Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement Merger shall have been obtained and shall remain in full force and effect and all statutory waiting periods under Applicable Law in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.terminated; (c) No temporary restraining orderThe Merger, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of this Agreement and the transactions contemplated hereby shall have been approved by this Agreement or making the Merger or Commercial shareholders and the Bank Merger illegal.Bancorp shareholders, in each case, in the manner required by Applicable Law; (d) The SEC shall have declared the Registration Statement shall have been declared effective under effective; and on the Securities Act Closing Date and at the Effective Time, no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or then threatened by any state securities administrator.the SEC; (fe) The Buyer Shares shares of Commercial Common Stock, if any, to be issued as Merger Consideration in the Merger shall have been approved for listing on the Nasdaq NYSE, subject to official notice of issuance; (f) Commercial and Bancorp shall have received a letter, in form and substance reasonably satisfactory to Commercial, from Deloitte & Touche LLP, dated the date of the Proxy Statement and confirmed in writing at the Effective Time, stating that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board, the interpretive releases issued pursuant thereto and the pronouncements of the SEC thereon; and (g) Commercial and Bancorp shall have received an opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel to Commercial, or of such other reasonably quali- fied Person as Commercial shall reasonably determine, in form and substance reasonably acceptable to Commercial, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, (i) the Merger should constitute a "reorganization" within the meaning of Section 368(a) of the Code and (ii) no gain or loss should be recognized by Bancorp shareholders who receive solely Commercial Common Stock in exchange for shares of Bancorp Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Commercial Common Stock). In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers or Bancorp, Commercial and others.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Voterequired vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “"blue sky” " permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, hereby and no order restraining the ability of Buyer Sunday to issue Buyer Sunday Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq Buyer Exchange subject to official notice of issuance. (g) Each of the parties shall be satisfied with the deductibility under the provisions of Section 280G of the Code of the payments to be made to Xxxx X. Xxxxxxxx, the President and Chief Executive Officer of Seller, in connection with the transactions contemplated hereby. (h) CBank or its successor shall have entered into Noncompete, Consulting or Employment Agreements with those senior executives of Seller and CBank listed in Section 8.03(h) of the Seller Disclosure Schedule on terms and conditions mutually satisfactory to Buyer and such individuals.

Mutual Conditions. The respective obligations of Seller SFNC and Buyer under this Agreement CFB to effect the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller satisfaction prior to the Closing Date, of each Effective Time of the following conditions precedentconditions: (a) The shareholders of Seller This Agreement and the transactions contemplated hereby shall have duly adopted this Agreement been approved by the Required Seller Vote and requisite votes of the shareholders of Buyer shall have approved the issuance of Buyer Shares CFB and SFNC in accordance with this Agreement in connection with the Merger by the Required Buyer Vote.applicable law; (b) All approvals The procurement by SFNC of Governmental Authorities approval of this Agreement and Regulatory Authorities required to consummate the transactions contemplated hereby by this Agreement shall have been obtained the FRB and shall remain in full force the TDFI and effect and all the expiration of any statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material without adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.action being taken; (c) No temporary restraining orderProcurement of all other regulatory consents and approvals, preliminary including, without limitation, any required consents or permanent injunction approvals from the Federal Deposit Insurance Corporation or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation United States Treasury, Office of the Merger or Comptroller of the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or CFB would not have entered into this Agreement had such conditions or making requirements been known at the Merger or the Bank Merger illegal.date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement; (e) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger; (f) No statute, rule, regulation, order, injunction or decree shall have been enacted entered, promulgated or enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Merger; (g) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.the SEC or an exemption from registration shall be effective; (fh) The Buyer Shares Quattlebaum, Grooms, Xxxx & Xxxxxx PLLC shall have delivered its opinion to SFNC and CFB, dated as of the Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be issued treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that SFNC and CFB will each be a party to that reorganization. In rendering such opinion, counsel may require and rely upon representations and covenants contained in certificates of officers of SFNC, CFB and others. SFNC and CFB will cooperate with each other and counsel in executing and delivering to counsel customary representations letters in connection with such opinion; and (i) CFB and SFNC shall each have received a “fairness opinion” in the Merger shall have been approved for listing on form customarily received in transactions of this type and substantially to the Nasdaq subject effect that the Exchange Ratio is fair to official notice their respective shareholders from a financial point of issuanceview.

Mutual Conditions. The obligations of Seller and Buyer under each party to this ----------------- Agreement to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedentconditions: (a) The shareholders of Seller No statute, rule, regulation, order, injunction, decree or other Applicable Law shall have duly adopted this Agreement been enacted, entered, issued, promulgated or enforced by the Required Seller Vote and the shareholders any Governmental Authority which prohibits, restricts or makes illegal consummation of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger pursuant hereto (an "Injunction") and which remains in effect; and no proceeding initiated by the Required Buyer Vote.any Governmental Authority seeking an Injunction shall be pending; (b) All consents, waivers, authorizations and approvals of required from all Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement Merger shall have been obtained and shall remain in full force and effect and all statutory waiting periods under Applicable Law in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.terminated; (c) No temporary restraining orderThe Merger, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of this Agreement and the transactions contemplated hereby shall have been approved by this Agreement or making the Merger or Commercial shareholders and the Bank Merger illegal.Bancorp shareholders, in each case, in the manner required by Applicable Law; (d) The SEC shall have declared the Registration Statement shall have been declared effective under effective; and on the Securities Act Closing Date and at the Effective Time, no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or then threatened by any state securities administrator.the SEC; (fe) The Buyer Shares shares of Commercial Common Stock, if any, to be issued as Merger Consideration in the Merger shall have been approved for listing on the Nasdaq NYSE, subject to official notice of issuance; (f) Commercial and Bancorp shall have received a letter, in form and substance reasonably satisfactory to Commercial, from Deloitte & Touche LLP, dated the date of the Proxy Statement and confirmed in writing at the Effective Time, stating that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board, the interpretive releases issued pursuant thereto and the pronouncements of the SEC thereon; and (g) Commercial and Bancorp shall have received an opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel to Commercial, or of such other reasonably quali- fied Person as Commercial shall reasonably determine, in form and substance reasonably acceptable to Commercial, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, (i) the Merger should constitute a "reorganization" within the meaning of Section 368(a) of the Code and (ii) no gain or loss should be recognized by Bancorp shareholders who receive solely Commercial Common Stock in exchange for shares of Bancorp Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Commercial Common Stock). In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers or Bancorp, Commercial and others.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement the parties hereto to consummate the Stock Exchange shall be subject to the satisfaction, satisfaction or written waiver by Buyer and Seller on or prior to the Closing Date, of each Date of the following conditions precedentconditions: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Merger or the Bank Merger Stock Exchange shall be have been issued and remain in effect. No , and no statute, rule or regulation shall have been enacted by any Governmental Authority or Regulatory Authority which prevents the consummation of competent jurisdiction the Stock Exchange; provided, however, that the parties shall have enacteduse their reasonable best efforts to cause any such decree, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decreeruling, injunction or other order prohibiting to be vacated or lifted. (b) All waiting periods (and any extensions thereof) applicable to the consummation of the Stock Exchange under the HSR Act and applicable Mexican law shall have expired or been terminated and the consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegalhereby shall be permitted thereunder. (c) [This paragraph intentionally left blank.] (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness issuance of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Gensia Common Shares to be issued in the Merger Stock Exchange and the other transactions contemplated hereby shall have been approved for listing by the Gensia Stockholders in the manner required by any Applicable Law. (e) The Commission shall have approved the Gensia Proxy Statement. On the Closing Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Stock Exchange. (f) No Action shall be instituted by any Governmental Authority, including under the HSR Act or the Exon-Xxxxxx Amendment, which seeks to prevent consummation of the Stock Exchange or seeking material damages in connection with the transactions contemplated hereby which continues to be outstanding; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted. Should the consent of the competent antitrust authorities not be granted on or before the Nasdaq subject Closing Date, the parties shall meet in order to official notice review the situation and establish a new Closing Date without any undue delay. (g) The Shareholder's Agreement shall be in full force and effect and the appointment of issuancedirectors contemplated therein shall have been made in accordance therewith.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be the Parties to complete the Arrangement are subject to the satisfactionfulfillment, on or written waiver by Buyer and Seller prior to before the Closing DateEffective Time, of each of the following conditions precedent: (a) The shareholders , each of Seller which may only be waived in whole or in part with the mutual consent of Romarco and OceanaGold: • the Arrangement Resolution shall have duly adopted this Agreement been approved by the Required Seller Vote and Romarco Shareholders at the shareholders of Buyer shall have approved the issuance of Buyer Shares Romarco Meeting in accordance with this Agreement the Interim Order; • the Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to either Romarco or OceanaGold, acting reasonably, on appeal or otherwise. • the OceanaGold Share Issuance Resolution shall have been duly approved at the OceanaGold Meeting; • no Law shall be in effect that makes the Arrangement illegal or otherwise prohibits or enjoins Romarco or OceanaGold from consummating the Arrangement; • there shall be no cease trade order or similar order that would prohibit or prevent the distribution of the Consideration on the Effective Date to the Romarco Shareholders; • OceanaGold shall not be required to file a prospectus or similar offering document in any jurisdiction in connection the issuance and exchange of the Consideration to be issued and exchanged pursuant to the Arrangement, nor shall OceanaGold be required to file a registration statement with the Merger by SEC, or otherwise register under the Required Buyer Vote. (b) All approvals of Governmental Authorities U.S. Securities Act, in order for it to issue and Regulatory Authorities required exchange the Consideration to consummate be issued and exchanged pursuant to the transactions contemplated by this Agreement Arrangement; • HSR Approval shall have been obtained or received on terms that are reasonably satisfactory to OceanaGold and shall remain in full force Romarco; and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after • the Effective Time on OceanaGold Shares (including the present or prospective consolidated financial condition, business or operating results OceanaGold Shares forming part of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing Consideration and the consummation OceanaGold Shares issuable on exercise of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (dReplacement Options) The Registration Statement shall have been declared effective under listed on the Securities Act and no stop-order or similar restraining order suspending TSX, subject to the effectiveness satisfaction of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated customary conditions required by the SECTSX. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq Global Select Market subject to official notice of issuance.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each fulfillment of the following conditions precedentconditions: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Merger or the Bank Merger shall be have been issued and remain in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any and no statute, rule, regulationregulation or executive order shall have been enacted, judgmententered or promulgated by any Governmental Authority which prohibits the consummation of the Merger substantially on the terms contemplated hereby. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other material consents, decreeapprovals, injunction permits or other order prohibiting authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Merger or affirmative vote of a majority of the Bank Merger illegaloutstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's shareholder meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of NYSE. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the SEC or any state securities administratorother Governmental Entity. (e) No action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby which continues to be outstanding. (f) The Buyer Shares shares of Parent Common Stock to be issued in the Merger shall have been approved authorized for listing on the Nasdaq NYSE, subject to official notice of issuance. (g) All consents, waivers and approvals of third parties required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each fulfillment of the following conditions precedentconditions: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Merger or the Bank Merger shall be have been issued and remain in effect. No , and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All material consents, approvals, permits or Regulatory authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting this Agreement and the consummation of the transactions contemplated hereby shall have been obtained. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Merger or affirmative vote of a majority of the Bank Merger illegaloutstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's stockholders' meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of Nasdaq. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the Commission or any state securities administratorother Governmental Entity. (e) No Action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby which continues to be outstanding. (f) The Buyer Shares shares of Parent Common Stock to be issued in the Merger shall have been approved authorized for listing quotation on the Nasdaq Nasdaq, subject to official notice of issuance. (g) All consents, waivers and approvals of third parties required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver. (h) Parent shall have received an opinion dated as of the Closing Date of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., to the effect that (1) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and (2) no gain or loss will be recognized by Company Stockholders with respect to shares of Parent Common Stock received in the Merger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering such opinion, such counsel may require and rely on representations contained in certificates of Parent, the Company, Sub and others, as they deem reasonably appropriate.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the Vote. (b) The shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with adopted this Agreement in connection with the Merger by the Required Buyer Vote. (bc) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (cd) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (de) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (ef) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (fg) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance.

Mutual Conditions. The obligations of Seller and Buyer under each party to this Agreement to consummate the Merger and the Stock Purchase shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, satisfaction of each of the following conditions precedentconditions, provided that Parent may direct each other party hereto to waive any condition contained in this Section 8.1 if (x) no such party could be criminally culpable for waiving or closing over such condition, and (y) Parent shall fully indemnify each such party for any liabilities or losses incurred by each such party in connection with or arising out of waiving or closing over such condition, such indemnification to be approved by the Company on behalf of each Principal Member and KMV Corporation on behalf of each KMV Corporation Shareholder: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order decree issued by a court any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger Stock Purchase shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction to restrain or Regulatory Authority prohibit the consummation of competent jurisdiction the Merger or the Stock Purchase shall have enacted, issued, promulgated, enforced, deemed applicable or entered any be pending. No statute, rule, regulation, judgment, decreeorder, injunction or other order prohibiting decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts in any material manner or makes illegal consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Stock Purchase; (b) All consents, waivers, authorizations and approvals required from all Governmental Authorities to consummate the Merger illegal.and the Stock Purchase, without the imposition of conditions or requirements, in the aggregate, the satisfaction of which by Parent or its Subsidiaries or KMV Corporation, the Company or their respective Subsidiaries are reasonably likely to result in either a Parent Material Adverse Effect or a Company Material Adverse Effect shall have been obtained and shall remain in full force and effect as of the Closing Date; (c) In respect of the notifications of the parties hereto pursuant to the HSR Act and any other applicable antitrust or competition laws, the applicable waiting period(s) and any extensions thereof shall have expired or terminated; and (d) The Registration Statement A general moratorium on commercial banking activities in New York or California shall not have been declared effective under by either Federal or state authorities and be continuing nor shall there occur and be continuing any calamity or crisis in the Securities Act and no stop-order financial markets that either (i) renders Parent unable to access or similar restraining order suspending borrow funds in the effectiveness ordinary course of business or make use of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by United States federal wire system, or (ii) renders the SECEscrow Agent unable to receive the deposit of the Escrow Funds. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Voterequired vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “"blue sky” " permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance. (g) Each of the parties shall be satisfied with the deductibility under the provisions of Section 280G of the Code of the payments to be made to Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxx, executive officers of Seller, in connection with the transactions contemplated hereby. (h) Each of Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx shall have signed an employment agreement with Buyer and/or WB Sub in substantially the form of the employment agreements attached to the Buyer Disclosure as Exhibit 8.03(h).

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Voterequired vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “"blue sky” " permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance. (g) Each of the parties shall be satisfied with the deductibility under the provisions of Section 280G of the Code of the payments to be made to Robert L. Bollin, Gregory J. Bollin and Jill M. Burke, executive officers of Seller, in connection with the transactions contemplated hereby. (h) Each of Robert L. Bollin and Gregory J. Xxxxxx xxxxx xxve xxxxxx xx xxxxxxment xxxxxxxxx xxxh Buyer and/or WB Sub in substantially the form of the employment agreements attached to the Buyer Disclosuxx xx Xxxxxxx 0.03(h). XXXXXXX XXXE

Mutual Conditions. The respective obligations of Seller SFNC and Buyer under this Agreement OTIC to effect the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller satisfaction prior to the Closing Date, of each Effective Time of the following conditions precedentconditions: (a) The shareholders of Seller This Agreement and the transactions contemplated hereby shall have duly adopted this Agreement been approved by the Required Seller Vote and requisite votes of the shareholders of Buyer shall have approved the issuance of Buyer Shares OTIC in accordance with this Agreement in connection with the Merger by the Required Buyer Vote.applicable law; (b) All approvals The procurement by SFNC of Governmental Authorities any necessary approval of this Agreement and Regulatory Authorities required to consummate the transactions contemplated hereby by this Agreement shall have been obtained the FRB and shall remain in full force the MDF and effect and all the expiration of any statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material without adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.action being taken; (c) No temporary restraining orderProcurement of all other regulatory consents and approvals, preliminary including, without limitation, any required consents or permanent injunction approvals from the Federal Deposit Insurance Corporation or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation United States Treasury, Office of the Merger or Comptroller of the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or OTIC would not have entered into this Agreement had such conditions or making requirements been known at the Merger or the Bank Merger illegal.date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement; (e) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger; (f) No statute, rule, regulation, order, injunction or decree shall have been enacted entered, promulgated or enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Merger; (g) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.the SEC; and (fh) The Buyer Shares Counsel for SFNC shall have delivered its opinion to be issued SFNC and OTIC, dated as of the Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger shall have been approved will be treated for listing on federal income tax purposes as a reorganization within the Nasdaq subject meaning of Section 368(a) of the Code and that SFNC and OTIC will each be a party to official notice that reorganization. In rendering such opinion, counsel may require and rely upon representations and covenants contained in certificates of issuanceofficers of SFNC, OTIC and others. SFNC and OTIC will cooperate with each other and counsel in executing and delivering to counsel customary representations letters in connection with such opinion.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each fulfillment of the following conditions precedentconditions: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Merger or the Bank Merger shall be have been issued and remain in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any and no statute, rule, regulationregulation or executive order shall have been enacted, judgmententered or promulgated by any Governmental Authority which prohibits the consummation of the Merger substantially on the terms contemplated hereby. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other material consents, decreeapprovals, injunction permits or other order prohibiting authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Merger or affirmative vote of a majority of the Bank Merger illegaloutstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's shareholder meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of NYSE. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the SEC or any state securities administratorother Governmental Entity. (e) No action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby which continues to be outstanding. (f) The Buyer Shares shares of Parent Common Stock to be issued in the Merger shall have been approved authorized for listing on the Nasdaq NYSE, subject to official notice of issuance. (g) All consents, waivers and approvals of third parties required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the E-41 Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver.

Mutual Conditions. The obligations of Seller SNB and Buyer Park under this Agreement shall be subject to the satisfaction, or written waiver by Buyer Park and Seller SNB prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller SNB shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Voterequired vote. (b) All regulatory approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which Park reasonably determines would reasonably be expected to either before or after the Effective Time (i) have a material adverse effect on Park and its Subsidiaries take as a whole after giving effect to the Effective Time on the present or prospective consolidated financial condition, business or operating results consummation of the Surviving CorporationMerger; or (ii) prevent Park from realizing the major portion of the economic benefits of the Merger and the transactions contemplated thereby that Park currently anticipates obtaining. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Government Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable threatened, commenced a proceeding with respect to or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) prohibiting or delaying consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegalAgreement. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-stop order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC. (e) Buyer Park shall have received all state securities and “"blue sky” " permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, hereby and no order restraining the ability of Buyer Park to issue Buyer Park Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) Park and SNB shall have received from Ernst & Young LLP, a letter dated the Closing Date, stating its opinion that, based upon the information furnished, the Merger shall qualify for pooling-of-interests accounting treatment. (g) The Buyer Park Shares to be issued in the Merger shall have been approved for listing on the Nasdaq AMEX subject to official notice of issuance.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each fulfillment of the following conditions precedentconditions: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Merger or the Bank Merger shall be have been issued and remain in effect. No , and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All material consents, approvals, permits or Regulatory authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting this Agreement and the consummation of the transactions contemplated hereby shall have been obtained. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Merger or affirmative vote of a majority of the Bank Merger illegaloutstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's stockholders' meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of Nasdaq. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the Commission or any state securities administratorother Governmental Entity. (e) No Action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby which continues to be outstanding. (f) The Buyer Shares shares of Parent Common Stock to be issued in the Merger shall have been approved authorized for listing quotation on the Nasdaq Nasdaq, subject to official notice of issuance. (g) All consents, waivers and approvals of third parties required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver. (h) Parent shall have received an opinion dated as of the Closing Date of Akin, Gump, Strauss, Hauex & Xeld, X.L.P., to the effect that (1) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and (2) no gain or loss will be recognized by Company Stockholders with respect to shares of Parent Common Stock received in the Merger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering such opinion, such counsel may require and rely on representations contained in certificates of Parent, the Company, Sub and others, as they deem reasonably appropriate.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each fulfillment of the following conditions precedentconditions: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and remain in effect, and no proceedings for that purpose statute, rule or regulation shall have been initiated or threatened enacted by any state securities administratorGovernmental Authority which prevents the consummation of the Merger. (b) All Permits required to be obtained prior to the Effective Time in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the holders of (i) a majority of the Company Capital Stock entitled to vote thereon in accordance with Applicable Law, voting together as a class, and (ii) seventy-five percent of the shares of Company Class B Common Stock entitled to vote thereon, in accordance with Applicable Law, voting separately as a class pursuant to written consents in lieu of a Company stockholders' meeting. (d) No Action shall have been instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby, which Action continues to be outstanding. (e) All consents, waivers and approvals of third parties and Governmental Authorities required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver. (f) The Buyer Shares to be issued in transactions contemplated by the Merger Securities Purchase Agreement and the transactions contemplated by the Stock Purchase Agreement shall have been approved consummated, or shall be consummated simultaneously with the consummation of the Merger. (g) Each stockholder of the Company and ECT shall have executed and delivered the Release and Settlement Agreement for listing on the Nasdaq subject to official notice benefit of issuance.each other stockholder of the Company, in the form attached hereto as Exhibit B.

Mutual Conditions. The respective obligations of Seller SFNC and Buyer under this Agreement LBI to effect the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller satisfaction prior to the Closing Date, of each Effective Time of the following conditions precedentconditions: (a) The shareholders of Seller This Agreement and the transactions contemplated hereby shall have duly adopted this Agreement been approved by the Required Seller Vote and requisite votes of the shareholders of Buyer shall have approved the issuance of Buyer Shares LBI and SFNC in accordance with this Agreement in connection with the Merger by the Required Buyer Vote.applicable law; (b) All approvals The procurement by SFNC of Governmental Authorities approval of this Agreement and Regulatory Authorities required to consummate the transactions contemplated hereby by this Agreement shall have been obtained the FRB and shall remain in full force the MDF and effect and all the expiration of any statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material without adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.action being taken; (c) No temporary restraining orderProcurement of all other regulatory consents and approvals, preliminary including, without limitation, any required consents or permanent injunction approvals from the Federal Deposit Insurance Corporation or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation United States Treasury, Office of the Merger or Comptroller of the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or LBI would not have entered into this Agreement had such conditions or making requirements been known at the Merger or the Bank Merger illegal.date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement; (e) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger; (f) No statute, rule, regulation, order, injunction or decree shall have been enacted entered, promulgated or enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Merger; (g) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance.SEC;

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq Global Select Market subject to official notice of issuance.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each fulfillment of the following conditions precedentconditions: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Merger or the Bank Merger shall be have been issued and remain in effect. No , and no statute, rule or regulation shall have been enacted by any Governmental Authority or Regulatory Authority which prevents the consummation of competent jurisdiction the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have enactedexpired or been terminated and all approvals of, issuedor filings with, promulgatedany Governmental Authority required to consummate the transactions contemplated hereby shall have been obtained or made, enforcedother than immaterial approvals and filings, deemed applicable the failure to obtain or entered any statutemake which would have no material adverse effect on Xxxxxx or Raytheon or, rulefollowing the Effective Time, regulation, judgment, decree, injunction the Surviving Corporation. (c) All consents or approvals of all persons (other order prohibiting than Governmental Authorities) required for the consummation of the transactions contemplated by this Agreement hereby shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or making approval is not reasonably likely to have, individually or in the Merger aggregate, a material adverse effect on Xxxxxx or Raytheon or, following the Bank Merger illegalEffective Time, the Surviving Corporation. (d) The Registration Statement requisite approval of the stockholders of Raytheon to the Merger shall have been obtained. (e) The Commission shall have declared effective under the Securities Act Registration Statement and the Proxy Statement effective. On the Closing Date and at the Effective Time, no stop-stop order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) The GM Transactions shall have been initiated consummated in accordance with the terms contemplated by the SECTransaction Agreements. (eg) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary The shares of Xxxxxx Class B Common Stock to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares be issued pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved authorized for listing on the Nasdaq NYSE, subject to official notice of issuance. (h) Xxxxxx shall have received from Xxxxxxx, Sachs & Co. a written confirmation, dated as of a date within two business days of the date of the first mailing of the Proxy Statement, of its opinion dated January 16, 1997, to the boards of directors of GM, Xxxxxx and HEC that on the basis of and subject to the assumptions and limitations and other matters set forth therein, the Aggregate Consideration (as defined therein) is fair to the GM Group (as defined therein) as a whole, together (if requested by Xxxxxx or Raytheon) with a consent authorizing the use of such opinion in connection with the Registration Statement and Proxy Statement, and such opinion shall not have been withdrawn revoked or modified in an adverse manner. (i) Raytheon shall have received from Bear, Xxxxxxx & Co. Inc. and Credit Suisse First Boston Corporation a written confirmation, dated as of a date within two business days of the date of the first mailing of the Proxy Statement, of its opinion dated January 16, 1997, to Raytheon's board of directors that on the basis of and subject to the assumptions, representations, limitations and other matters set forth therein, the financial terms of the Merger are fair to the stockholders of Raytheon from a financial point of view (with respect to Bear, Xxxxxxx & Co. Inc.) and the Merger Consideration (as defined in the opinion of Credit Suisse First Boston Corporation) is fair to the stockholders of Raytheon from a financial point of view, together with a consent authorizing the use of such opinions in connection with the Registration Statement and Proxy Statement, and such opinions shall not have been withdrawn, revoked or modified in an adverse manner. (j) Receipt by Raytheon and Xxxxxx, respectively, of the Tax Opinions of Wachtell, Lipton, Xxxxx & Xxxx, special counsel to Raytheon, and Weil, Gotshal & Xxxxxx LLP, special counsel to Xxxxxx, substantially in the forms attached hereto as Exhibits G and H (or otherwise in form and substance satisfactory to Raytheon or Xxxxxx, respectively), in each case to the effect that the Merger shall qualify as a reorganization within the meaning of Section 368 of the Code, it being understood that in rendering the Tax Opinions, such tax counsel shall be entitled to rely upon, inter alia, representations of officers of Raytheon and Xxxxxx substantially in the form of Exhibits I and J. (k) All state securities or blue sky permits or approvals required to carry out the transaction contemplated hereby shall have been received.

Mutual Conditions. The obligations of Seller Exchange and Buyer Rurban under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller the parties prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller Exchange shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Voterequired vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect effect, and all statutory waiting periods in respect thereof shall have expired expired, and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Rurban Shares to be issued in the Merger shall have been approved for listing on the Nasdaq Nasdaq, subject to official notice of issuance. (f) Rurban and Exchange shall have received the written opinion of Rurban's Counsel, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, Rurban's Counsel will require and rely upon customary representations contained in letters from Rurban and Exchange that Rurban's Counsel reasonably deems relevant.

Mutual Conditions. The obligations of Seller KBI and Buyer Peoples under this Agreement shall be subject to the satisfaction, or written waiver by Buyer Peoples and Seller KBI prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller KBI shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Voterequired vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which Peoples reasonably determines would reasonably be expected to either before or after the Effective Time (i) have a material adverse effect on Peoples and its Subsidiaries taken as a whole after giving effect to the Effective Time on the present or prospective consolidated financial condition, business or operating results consummation of the Surviving CorporationMerger; or (ii) prevent Peoples from realizing the major portion of the economic benefits of the Merger and the transactions contemplated thereby which Peoples currently anticipates obtaining. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable threatened, commenced a proceeding with respect to or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) prohibiting or delaying consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegalAgreement. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC. (e) Buyer Peoples shall have received all state securities and “"blue sky” " permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, hereby and no order restraining the ability of Buyer Peoples to issue Buyer Peoples Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Peoples Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance.

Mutual Conditions. The obligations of the Seller and Buyer under this Agreement shall be the Purchaser to complete the transactions contemplated herein are subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each fulfilment of the following conditions precedentat or before the Closing or such other time as is specified below: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger there shall be in effect. No Governmental Authority no action taken under any existing applicable laws or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulationregulation or Order which is enacted, judgmentenforced, decreepromulgated or issued by any court, injunction department, commission, board, regulatory body, government or Governmental Authority or similar agency, domestic or foreign, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; (b) the Seller shall have received conditional listing approval for the Unit Shares and Warrant Shares from the TSX and the NYSE-MKT; and (c) all consents, approvals and authorizations (including, without limitation, the TSX, the NYSE-MKT, securities commissions and other order prohibiting consummation regulatory approvals) required or necessary in connection with the transactions contemplated herein shall have been obtained on terms and conditions satisfactory to the Seller and Purchaser, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods to the transactions contemplated under this Agreement shall have expired or been terminated, and no objection or opposition shall have been filed, initiated or made by any regulatory authority during any applicable statutory or regulatory period. The foregoing conditions are for the mutual benefit of the transactions Seller on the one hand and Purchaser on the other hand and may be waived (to the extent permitted under applicable laws),, in whole or in part, by the Parties, at any time in which event the Parties shall have no further liability to fulfill such condition(s) except as provided under this Agreement, including pursuant to Section 8.2 hereof. If any of the said conditions precedent shall not be complied with or waived as aforesaid on or before July 15, 2014 then, either Party may rescind and terminate its obligations to sell or purchase the Units as contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary written notice to consummate the Merger, the Bank Merger and the other transactions contemplated herebyParty in circumstances where the failure to satisfy any such condition is not the result, and no order restraining the ability directly or indirectly, of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administratorsuch rescinding Party’s breach of this Agreement. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the Vote. (b) The shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with adopted this Agreement in connection with the Merger by the Required Buyer Vote. (bc) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (cd) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (de) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (ef) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (fg) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq subject to official notice of issuance.. ARTICLE NINE

Mutual Conditions. The obligations of Seller and Buyer under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each fulfillment of the following conditions precedentconditions: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and remain in effect, and no proceedings for that purpose statute, rule or regulation shall have been initiated enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority required to consummate the transactions contemplated hereby shall have been obtained or made, other than immaterial approvals and filings, the failure to obtain or make which would have no material adverse effect on Hughes or Raytheon or, following the Effective Time, the Survxxxxx Corporation. (c) All consents or approvals of all persons (other than Governmental Authorities) required for the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a material adverse effect on Hughes or Raytheon or, following the Effective Time, the Survxxxxx Corporation. (d) The requisite approval of the stockholders of Raytheon to the Merger shall have been obtained. (e) The Commission shall have declared the Registration Statement and the Proxy Statement effective. On the Closing Date and at the Effective Time, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administratoradministrator prohibiting the Merger. (f) The Buyer Shares GM Transactions shall have been consummated in accordance with the terms contemplated by the Transaction Agreements. (g) The shares of Hughes Class B Common Stock to be issued in pursuant to the Merger shall Mergxx xxxll have been approved authorized for listing on the Nasdaq NYSE, subject to official notice of issuance. (h) Hughes shall have received from Goldman, Sachs & Co. a writtex xxxxirmation, dated as of a daxx xxxxin two business days of the date of the first mailing of the Proxy Statement, of its opinion dated January 16, 1997, to the boards of directors of GM, Hughes and HEC that on the basis of and subject to the assumpxxxxx and limitations and other matters set forth therein, the Aggregate Consideration (as defined therein) is fair to the GM Group (as defined therein) as a whole, together (if requested by Hughes or Raytheon) with a consent authorizing the use of such xxxxxon in connection with the Registration Statement and Proxy Statement, and such opinion shall not have been withdrawn revoked or modified in an adverse manner. (i) Raytheon shall have received from Bear, Stearns & Co. Inc. and Credit Suisse First Boston Corporation x xxxxten confirmation, dated as of a date within two business days of the date of the first mailing of the Proxy Statement, of its opinion dated January 16, 1997, to Raytheon's board of directors that on the basis of and subject to the assumptions, representations, limitations and other matters set forth therein, the financial terms of the Merger are fair to the stockholders of Raytheon from a financial point of view (with respect to Bear, Stearns & Co. Inc.) and the Merger Consideration (as defined xx xxx opinion of Credit Suisse First Boston Corporation) is fair to the stockholders of Raytheon from a financial point of view, together with a consent authorizing the use of such opinions in connection with the Registration Statement and Proxy Statement, and such opinions shall not have been withdrawn, revoked or modified in an adverse manner. (j) Receipt by Raytheon and Hughes, respectively, of the Tax Opinions of Wachtell, Lipton, Xxxxn & Katz, special counsel to Raytheon, and Weil, Gotshal & Xxxges XXX, special counsel to Hughes, substantially in the fxxxx xttached hereto as Exhibitx X xxd H (or otherwise in form and substance satisfactory to Raytheon or Hughes, respectively), in each case to the effect that the Mexxxx xhall qualify as a reorganization within the meaning of Section 368 of the Code, it being understood that in rendering the Tax Opinions, such tax counsel shall be entitled to rely upon, inter alia, representations of officers of Raytheon and Hughes substantially in the form of Exhibits I and J. (k) All state securities or blue sky permits or approvals required to carry out the transaction contemplated hereby shall have been received.

Mutual Conditions. ‌ The respective obligations of Seller and Buyer under each Party hereto to complete the transactions contemplated by this Agreement shall will be subject to the satisfaction, on or written waiver by Buyer and Seller prior to before the Closing Effective Date, of each of the following conditions precedentconditions, none of which may be waived by any Party hereto in whole or in part: (a) The shareholders of Seller shall Arrangement, with or without amendment, will have duly adopted this Agreement by been approved at the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares Meeting in accordance with this Agreement in connection with the Merger by the Required Buyer VoteInterim Order. (b) All approvals of Governmental Authorities The Interim Order and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall Final Order will have been obtained in form and shall remain in full force substance satisfactory to Nanton and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statuteSpinco, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporationacting reasonably. (c) No temporary restraining orderThe Exchange will have approved, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation as of the Merger or Effective Date, the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation listing and posting for trading of the transactions contemplated by this Agreement or making New Common Shares issuable on the Merger or Arrangement in substitution of the Bank Merger illegalShares. (d) The Registration Statement shall No action will have been declared effective under instituted and be continuing on the Securities Act Effective Date for an injunction to restrain, a declaratory judgment in respect of or damages on account of or relating to the Arrangement and no stop-order cease trading or similar restraining order suspending the effectiveness with respect to any securities of the Registration Statement shall Nanton of Spinco will have been issued and no proceeding for that purpose shall have been initiated by the SECremain outstanding. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall All material regulatory requirements will have been issued complied with and no proceedings all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for that purpose shall the completion of the transactions provided for in this Agreement or contemplated by the Information Circular will have been initiated obtained or threatened by any state securities administratorreceived from the persons, authorities or bodies having jurisdiction in the circumstances. (f) None of the consents, orders, regulations or approvals contemplated herein will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by Nanton or Spinco acting reasonably. (g) The Buyer Shares to be issued in Change of Business Transactions will have been approved by the Merger Shareholders and conditionally approved by the Exchange, and all steps shall have occurred and all other consents or approvals required shall have been obtained to allow the Change of Business Transactions be implemented as soon as practicable following the Arrangement.‌ (h) The Change of Business Transactions will have been approved for listing on by the Nasdaq subject Shareholders, where required, and conditionally approved by the Exchange, and all steps shall have occurred and all other consents or approvals required shall have been obtained to official notice allow the Change of issuanceBusiness Transactions be implemented as soon as practicable following the Arrangement. (i) This Agreement shall not have been terminated pursuant to the provisions hereof.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each fulfillment of the following conditions precedentconditions: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Merger or the Bank Merger shall be have been issued and remain in effect. No , and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All material consents, approvals, permits or Regulatory authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting this Agreement and the consummation of the transactions contemplated hereby shall have been obtained. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Merger or affirmative vote of a majority of the Bank Merger illegaloutstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's stockholders' meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of Nasdaq. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the Commission or any state securities administratorother Governmental Entity. (e) No Action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby which continues to be outstanding. (f) The Buyer Shares shares of Parent Common Stock to be issued in the Merger shall have been approved authorized for listing quotation on the Nasdaq Nasdaq, subject to official notice of issuance. (g) All consents, waivers and approvals of third parties required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver. (h) Parent shall have received an opinion dated as of the Closing Date of Akin, Gump, Strauss, Hauex & Xeld, X.L.P., to the effect that (1) the Merger should constitute a reorganization within the meaning of Section 368(a) of the Code and (2) no gain or loss should be recognized by Company Stockholders with respect to shares of Parent Common Stock received in the Merger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering such opinion, such counsel may require and rely on representations contained in certificates of Parent, the Company, Sub and others, as they deem reasonably appropriate.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted approved this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq Global Select Market subject to official notice of issuance.

Mutual Conditions. The obligations of Seller Exchange and Buyer Rurban under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller the parties prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller Exchange shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Voterequired vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect effect, and all statutory waiting periods in respect thereof shall have expired expired, and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Rurban Shares to be issued in the Merger shall have been approved for listing on the Nasdaq Nasdaq, subject to official notice of issuance. (f) Rurban and Exchange shall have received the written opinion of Rurban’s Counsel, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, Rurban’s Counsel will require and rely upon customary representations contained in letters from Rurban and Exchange that Rurban’s Counsel reasonably deems relevant.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer Xxxxx and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted approved this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved this Agreement and the issuance of Buyer Shares in accordance with pursuant to this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq Global Select Market subject to official notice of issuanceissuance (if such approval is required by Nasdaq).

Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Voterequired vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, hereby and no order restraining the ability of Buyer Sunday to issue Buyer Sunday Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq Buyer Exchange subject to official notice of issuance. (g) Each of the parties shall be satisfied with the deductibility under the provisions of Section 280G of the Code of the payments to be made to Xxxx X. Xxxxxxxx, the President and Chief Executive Officer of Seller, in connection with the transactions contemplated hereby. (h) CBank or its successor shall have entered into Noncompete, Consulting or Employment Agreements with those senior executives of Seller and CBank listed in Section 8.03(h) of the Seller Disclosure Schedule on terms and conditions mutually satisfactory to Buyer and such individuals.

Mutual Conditions. The obligations of Seller and Buyer under this Agreement the par- ties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each ful- fillment of the following conditions precedentconditions: (a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which pre- vents the consummation of the Merger or the Bank Merger shall be have been is- sued and remain in effect. No Governmental Authority , and no statute, rule or Regulatory Authority of competent jurisdiction regu- lation shall have enacted, issued, promulgated, enforced, deemed applicable or entered been enacted by any statute, rule, regulation, judgment, decree, injunction or other order prohibiting Governmental Author- ity which prevents the consummation of the Merger. (b) All waiting periods applicable to the consumma- tion of the Merger under the HSR Act shall have expired or been terminated. (c) The Merger and the transactions contemplated hereby shall have been approved by this Agreement or making the Merger or Pyxis Stockholders in the Bank Merger illegalmanner required by any Applicable Law. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness issuance of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby shall have been approved by the Cardinal Sharehold- ers in the manner required by any Applicable Law. (e) The Commission shall have declared the Cardinal Registration Statement effective. On the Closing Date and at the Effective Time, no stop order or similar restrain- ing order shall have been threatened by the Commission or entered by the Commission or any state securities admin- istrator prohibiting the Merger. (f) Pyxis shall have received an opinion of Pills- bury, Madison & Sutro LLP substantially to the effect that, under Applicable Law, for listing on Federal income tax pur- poses, the Nasdaq subject Merger will constitute a reorganization under Section 368 of the Code. (g) Cardinal shall have received a letter, in form and substance reasonably satisfactory to official notice Cardinal, from Deloitte & Touche L.L.P. dated the date of issuancethe Joint Proxy Statement and confirmed in writing at the Effective Time stating that the Merger will qualify as a pooling of in- terests transaction under Opinion 16 of the Accounting Principles Board. (h) No Action shall be instituted by any Governmen- tal Authority which seeks to prevent consummation of the Merger or seeking material damages in connection with the transactions contemplated hereby which continues to be outstanding.

Mutual Conditions. The respective obligations of Seller SFNC and Buyer under this Agreement DTBC to effect the Merger shall be subject to the satisfaction, or written waiver by Buyer and Seller satisfaction prior to the Closing Date, of each Effective Time of the following conditions precedentconditions: (a) The shareholders of Seller This Agreement and the transactions contemplated hereby shall have duly adopted this Agreement been approved by the Required Seller Vote and requisite votes of the shareholders of Buyer shall have approved the issuance of Buyer Shares DTBC in accordance with this Agreement in connection with the Merger by the Required Buyer Vote.applicable law; (b) All approvals The procurement by SFNC of Governmental Authorities approval of this Agreement and Regulatory Authorities required to consummate the transactions contemplated hereby by this Agreement shall have been obtained the FRB and shall remain in full force the ASBD and effect and all the expiration of any statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material without adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.action being taken; (c) No temporary restraining orderProcurement of all other regulatory consents and approvals, preliminary including, without limitation, any required consents or permanent injunction approvals from the Federal Deposit Insurance Corporation or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation United States Treasury, Office of the Merger or Comptroller of the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or DTBC would not have entered into this Agreement had such conditions or making requirements been known at the Merger or the Bank Merger illegal.date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement; (e) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger; (f) No statute, rule, regulation, order, injunction or decree shall have been enacted entered, promulgated or enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Merger; (g) The Registration Statement shall have been declared become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.the SEC or an exemption from registration shall be effective; and (fh) The Buyer Shares Quattlebaum, Grooms, Xxxx & Xxxxxx PLLC shall have delivered its opinion to be issued SFNC and DTBC, dated as of the Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger shall have been approved will be treated for listing on federal income tax purposes as a reorganization within the Nasdaq subject meaning of Section 368(a) of the Code and that SFNC and DTBC will each be a party to official notice that reorganization. In rendering such opinion, counsel may require and rely upon representations and covenants contained in certificates of issuanceofficers of SFNC, DTBC and others. SFNC and DTBC will cooperate with each other and counsel in executing and delivering to counsel customary representations letters in connection with such opinion.