Common use of Shareholder and Other Approvals; Cooperation Clause in Contracts

Shareholder and Other Approvals; Cooperation. (a) Citizens First shall submit this Agreement to its shareholders for approval and adoption at a special meeting (or, if timely, its annual meeting) (the "Citizens First Shareholder Meeting") to be called and held in accordance with applicable law and the Articles of Incorporation and Bylaws of Citizens First as promptly as practicable (but in no event later than forty-five (45) days following the time when the Registration Statement becomes effective). Unless precluded by applicable fiduciary duties of Citizens First's Board of Directors under Kentucky law as determined by the members thereof in good faith after advice to that effect given by counsel experienced in mergers and acquisitions under Kentucky law, the Board of Directors of Citizens First, acting unanimously, shall recommend to Citizens First's shareholders that such shareholders approve and adopt this Agreement and the Holding Company Plan of Merger and the Holding Company Merger contemplated hereby and thereby. Citizens First shall use its best efforts to perform and fulfill all other conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the Mergers in accordance with the terms and provisions hereof. Citizens First shall furnish (or cause CF Bank or the Trust, as applicable, to furnish) to GABC in a timely manner all information, data and documents in the possession of Citizens First, CF Bank or the Trust requested by GABC as may be required to obtain any necessary regulatory or other approvals of the Mergers (all of which shall be true, accurate and complete, to the best of the knowledge of their respective management) and shall otherwise cooperate fully with GABC to carry out the purpose and intent of this Agreement. Citizens First, CF Bank and the Trust shall not (a) knowingly take any action that would, or is reasonably likely to, prevent or impede the Mergers from qualifying as a reorganization within the meaning of Section 368 of the Code; or (b) knowingly take any action or inaction that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Mergers set forth in this Agreement not being satisfied, (iii) a material violation of any provision of this Agreement or (iv) a delay in the consummation of the Mergers except, in each case, as may be required by applicable law or regulation.

Shareholder and Other Approvals; Cooperation. (a) Citizens First (RVB shall submit this Agreement and the Articles of Amendment to its shareholders for approval and adoption at a special meeting (or, if timely, its annual meeting) (the "Citizens First Shareholder Meeting") to be called and held in accordance with applicable law and the Articles of Incorporation and Bylaws of Citizens First as promptly as practicable (but in no event later than forty-five (45) days following the time when the Registration Statement becomes effective)RVB. Unless precluded by applicable fiduciary duties of Citizens First's RVB’s Board of Directors under Kentucky Indiana law as determined by the members thereof in good faith after advice to that effect given by counsel experienced in mergers and acquisitions under Kentucky Indiana law, the Board of Directors of Citizens FirstRVB, acting unanimously, shall recommend to Citizens First's RVB’s shareholders that such shareholders approve and adopt the Articles of Amendment, this Agreement and the Holding Company Plan Plans of Merger and the Holding Company Merger Mergers contemplated hereby and thereby. Citizens First RVB shall use its best efforts to perform and fulfill all other conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the Mergers in accordance with the terms and provisions hereof. Citizens First RVB shall furnish (or cause CF Bank the Subsidiaries or the Trust, as applicable, to furnish) to GABC in a timely manner all information, data and documents in the possession of Citizens FirstRVB, CF Bank or the Subsidiaries, and the Trust requested by GABC as may be required to obtain any necessary regulatory or other approvals of the Mergers (all of which shall be true, accurate and complete, to the best of the knowledge of their respective management) and shall otherwise cooperate fully with GABC to carry out the purpose and intent of this Agreement. Citizens FirstRVB, CF Bank any of the Subsidiaries, and the Trust shall not (a) knowingly take any action that would, or is reasonably likely to, prevent or impede the Mergers from qualifying as a reorganization within the meaning of Section 368 of the Code; or (b) knowingly take any action or inaction that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Mergers set forth in this Agreement not being satisfied, (iii) a material violation of any provision of this Agreement or (iv) a delay in the consummation of the Mergers except, in each case, as may be required by applicable law or regulation.

Shareholder and Other Approvals; Cooperation. (a) Citizens First CUB shall submit this Agreement to its shareholders for approval and adoption at a special meeting (or, if timely, its annual meeting) (the "Citizens First “CUB Shareholder Meeting"”) to be called and held in accordance with applicable law and the Articles of Incorporation and Bylaws of Citizens First CUB as promptly as practicable (but in no event later than forty-five (45) days following the time when the Registration Statement becomes effective). Unless precluded by applicable fiduciary duties of Citizens First's CUB’s Board of Directors under Kentucky law as determined by the members thereof in good faith after advice to that effect given by counsel experienced in mergers and acquisitions under Kentucky law, the Board of Directors of Citizens First, acting unanimously, CUB shall recommend to Citizens First's CUB’s shareholders that such shareholders approve and adopt this Agreement and the Holding Company Plan of Merger and the Holding Company Merger contemplated hereby and thereby. Citizens First The foregoing covenant does not apply to directors in their capacity as trustees of the 401(k) and ESOP. CUB shall use its best efforts to perform and fulfill all other conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the Mergers in accordance with the terms and provisions hereof. Citizens First CUB shall furnish (or cause CF Bank the Subsidiaries or the TrustTrusts, as applicable, to furnish) to GABC in a timely manner all information, data and documents in the possession of Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts requested by GABC as may be required to obtain any necessary regulatory or other approvals of the Mergers (all of which shall be true, accurate and complete, to the best of the knowledge of their respective management) and shall otherwise cooperate fully with GABC to carry out the purpose and intent of this Agreement. Citizens FirstCUB, CF Bank the Subsidiaries and the Trust Trusts shall not (a) knowingly take any action that would, or is reasonably likely to, prevent or impede the Mergers from qualifying as a reorganization within the meaning of Section 368 of the Code; or (b) knowingly take any action or inaction that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Mergers set forth in this Agreement not being satisfied, (iii) a material violation of any provision of this Agreement or (iv) a delay in the consummation of the Mergers except, in each case, as may be required by applicable law or regulation.

Shareholder and Other Approvals; Cooperation. (a) Citizens First PCB shall submit this Agreement to its shareholders for approval and adoption at a special meeting (or, if timely, its annual meeting) (the "Citizens First Shareholder Shareholders Meeting") to be called and held in accordance with applicable law and the Articles of Incorporation and Bylaws of Citizens First PCB as promptly soon as practicable (but in no event later than forty-five (45) days following and lawful under the time when the Registration Statement becomes effective)Securities Act of 1933. Unless precluded by applicable fiduciary duties of Citizens FirstPCB's Board of Directors under Kentucky Indiana law as determined by the members thereof in good faith after consultation with legal counsel qualified to give sound advice as to that effect given by counsel experienced in mergers and acquisitions under Kentucky matters of Indiana law, the Board of Directors of Citizens First, acting unanimously, PCB shall recommend to Citizens FirstPCB's shareholders that such shareholders approve and adopt this Agreement and the Holding Company Plan Plans of Merger and the Holding Company Merger Mergers contemplated hereby and thereby. Citizens First PCB shall use its best efforts to perform and fulfill all other conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the Mergers in accordance with the terms and provisions hereof. Citizens First PCB shall furnish (or cause CF Bank or the Trust, as applicable, Peoples to furnish) to GABC German American in a timely manner all information, data and documents in the possession of Citizens First, CF Bank PCB or the Trust Peoples requested by GABC German American as may be required to obtain any necessary regulatory or other approvals of the Mergers (all of which shall be true, accurate and complete, to the best of the knowledge of their respective management) and shall otherwise cooperate fully with GABC German American to carry out the purpose and intent of this Agreement. Citizens First, CF Bank and the Trust Neither PCB nor Peoples shall not (a) knowingly take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Mergers from qualifying as a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code; or (b) take any action or inaction or engage in any transaction that is intended or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect if such representations and warranties were given as of the date of such action or transaction at any time at or prior to the Effective Time, or (c) knowingly take any action or inaction that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Mergers set forth in this Agreement not being satisfied, (iiiii) a material violation of any provision of this Agreement or (iviii) a delay in the consummation of the Mergers except, in each case, as may be required by applicable law or regulation.

Shareholder and Other Approvals; Cooperation. (a) Citizens First FSI shall submit this Agreement to its shareholders for approval and adoption at a special meeting (or, if timely, its annual meeting) (the "Citizens First Shareholder Meeting") to be called and held in accordance with applicable law and the Articles of Incorporation and Bylaws of Citizens First FSI as promptly as practicable (but in no event later than forty-five (45) days following the time when the Registration Statement becomes effective). Unless precluded by applicable fiduciary duties of Citizens FirstFSI's Board of Directors under Kentucky law as determined by the members thereof in good faith after advice to that effect given by counsel experienced in mergers and acquisitions under Kentucky law, the Board of Directors of Citizens FirstFSI, acting unanimously, shall recommend to Citizens FirstFSI's shareholders that such shareholders approve and adopt this Agreement and the Holding Company Plan Plans of Merger and the Holding Company Merger Mergers contemplated hereby and thereby. Citizens First The foregoing covenant does not apply to directors in their capacity as trustees of the 401(k) and ESOP. FSI shall use its best efforts to perform and fulfill all other conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the Mergers in accordance with the terms and provisions hereof. Citizens First FSI shall furnish (or cause CF Bank or the TrustSubsidiaries, as applicable, to furnish) to GABC in a timely manner all information, data and documents in the possession of Citizens First, CF Bank FSI or the Trust Subsidiaries requested by GABC as may be required to obtain any necessary regulatory or other approvals of the Mergers (all of which shall be true, accurate and complete, to the best of the knowledge of their respective management) and shall otherwise cooperate fully with GABC to carry out the purpose and intent of this Agreement. Citizens First, CF Bank FSI and any of the Trust Subsidiaries shall not (a) knowingly take any action that would, or is reasonably likely to, prevent or impede the Mergers from qualifying as a reorganization within the meaning of Section 368 of the Code; or (b) knowingly take any action or inaction that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Mergers set forth in this Agreement not being satisfied, (iii) a material violation of any provision of this Agreement or (iv) a delay in the consummation of the Mergers except, in each case, as may be required by applicable law or regulation.