Common use of Validity of Transactions; Absence of Required Consents or Waivers Clause in Contracts

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of NCBC’s shareholders and of governmental and regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NCBC or NCBC Bank with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the articles of incorporation or bylaws or the equivalent organizational documents of NCBC or NCBC Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation to which NCBC or NCBC Bank is a party or bound or by which it, its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the material properties or assets of NCBC or NCBC Bank; (iii) violate any applicable federal or state statute, law, rule or regulation, or any order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of NCBC or NCBC Bank; or (v) interfere with or otherwise adversely affect the ability of NCBC or NCBC Bank to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any governmental or regulatory authority in connection with NCBC or NCBC Bank’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of NCBC’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities described in Section 7.1(b) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the Subject to receipt of required approvals of NCBC’s shareholders and of governmental and regulatory authorities are obtainedRegulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NCBC or NCBC Bank FCB and Bancorp with any of its their respective obligations or agreements contained herein, will: will conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCB’s or Bancorp’s Articles of Incorporation or Bylaws, or, except where the same could not, individually or in the aggregate, reasonably be expected to have an FCB Material Adverse Effect, (ia) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the articles of incorporation or bylaws or the equivalent organizational documents of NCBC or NCBC Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NCBC FCB or NCBC Bank Bancorp is a party or bound or by which iteither of them, its businessor their respective businesses, capital stock or any of its their respective properties or assets may be affected; (iib) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the material FCB’s or Bancorp’s properties or assets of NCBC or NCBC Bankassets; (iiic) violate any applicable federal or state statute, law, rule or regulation, or any order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; or (ivd) result in the acceleration of any obligation or indebtedness of NCBC FCB or NCBC Bank; or (v) interfere with or otherwise adversely affect the ability of NCBC or NCBC Bank to carry on its business as presently conductedBancorp. No further consents, approvals or waivers are required to be obtained from any governmental person or regulatory authority entity in connection with NCBC FCB’s or NCBC BankBancorp’s execution and delivery of this Agreement, or the performance of its their respective obligations or agreements or the consummation of the transactions described herein, except for required approvals of NCBC’s shareholders Regulatory Authorities as described in Section 7.1(a) below and of governmental or regulatory authorities described in Section 7.1(b) below and approvals previously obtainedParagraph 7.01.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Subject to the approval of this Agreement by the shareholders of Bank of Richmond and receipt of required approvals of NCBC’s shareholders and of governmental and regulatory authorities are obtainedRegulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NCBC or NCBC Bank of Richmond with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the articles Bank of incorporation Richmond’s Articles of Incorporation or bylaws or the equivalent organizational documents of NCBC or NCBC BankBylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NCBC or NCBC Bank of Richmond is a party or bound or by which it, its business, capital stock stock, or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction restriction, or encumbrance upon any of the material Bank of Richmond’s properties or assets of NCBC or NCBC Bankassets; (iii) violate any applicable federal or state statute, law, rule rule, or regulation, or any judgment, order, writ, injunction injunction, or decree of any court, administrative or regulatory agency agency, or governmental bodybody which violation will or may have a material adverse effect on Bank of Richmond, its financial condition, results of operations, prospects, businesses, assets, loan portfolio, (other than cyclical variations in loan balances outstanding), investments, properties or operations, or on Bank of Richmond’s ability to consummate the transactions described herein or to carry on the business of Bank of Richmond as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of NCBC or NCBC BankBank of Richmond; or (v) materially interfere with or otherwise adversely affect the Bank of Richmond’s ability of NCBC or NCBC Bank to carry on its business as presently conducted. No consents, approvals approvals, or waivers are required to be obtained from any governmental person or regulatory authority entity in connection with NCBC or NCBC BankBank of Richmond’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of NCBC’s Bank of Richmond shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities described in Section 7.1(b) below and approvals previously obtainedthe Regulatory Authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Subject to the receipt of required approvals of NCBC’s shareholders and of governmental and regulatory authorities are obtainedRegulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NCBC Main Street or NCBC Bank Piedmont with any of its the obligations or agreements contained herein, nor any action or inaction by Main Street or Piedmont required herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the articles Articles of incorporation Incorporation or bylaws Bylaws of either Main Street or the equivalent organizational documents of NCBC or NCBC BankPiedmont, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NCBC Main Street or NCBC Bank Piedmont is a party or bound or by which it, its they or their business, capital stock or any of its their properties or assets may be affected; (ii) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of the material properties or assets of NCBC Main Street or NCBC BankPiedmont; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body, which violation will or may have a material adverse effect on Main Street or Piedmont, their financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on Main Street's or Piedmont's ability to consummate the transactions described herein or to carry on the business of Main Street or Piedmont as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of NCBC Main Street or NCBC BankPiedmont; or (v) interfere with or otherwise adversely affect the ability of NCBC Main Street's or NCBC Bank Piedmont's respective abilities to carry on its business their respective businesses as presently conducted. No consents, approvals or waivers are required to be obtained from any governmental person or regulatory authority entity in connection with NCBC Main Street's or NCBC Bank’s Piedmont's execution and delivery of this Agreement, or the performance of its their obligations or agreements or the consummation of the transactions described herein, except for required approvals of NCBC’s shareholders as described in Section 7.1(a) below Regulatory Authorities and of governmental or regulatory authorities described in Section 7.1(b) below and approvals previously obtainedMain Street's shareholders.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Except where the same would not have a material adverse effect on SSB and subject to the receipt of required approvals of NCBC’s shareholders and of governmental and regulatory authorities are obtainedRegulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NCBC or NCBC Bank SSB with any of its the obligations or agreements contained herein, nor any action or inaction by SSB required herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the articles Articles of incorporation Incorporation or bylaws or the equivalent organizational documents Bylaws of NCBC or NCBC BankSSB, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NCBC or NCBC Bank SSB is a party or bound or by which it, it or its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of the material properties or assets of NCBC or NCBC BankSSB; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body, which violation will or may have a material adverse effect on SSB, its financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations, or on SSB’s ability to consummate the transactions described herein or to carry on the business of SSB as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of NCBC or NCBC BankSSB; or (v) materially interfere with or otherwise materially, adversely affect the ability of NCBC or NCBC Bank SSB’s abilities to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any governmental person or regulatory authority entity in connection with NCBC or NCBC BankSSB’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of NCBC’s Regulatory Authorities and shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities described in Section 7.1(b) below and approvals previously obtainedSSB.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Except where the required approvals of NCBC’s shareholders and of governmental and regulatory authorities are obtainedsame would not have a Material Adverse Effect on Catawba or Bancshares, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NCBC Catawba or NCBC Bank Bancshares with any of its obligations or agreements contained herein, will: (i1) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the articles Catawba's or Bancshares' Articles of incorporation Incorporation or bylaws or the equivalent organizational documents of NCBC or NCBC BankBylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NCBC Catawba or NCBC Bank Bancshares is a party or bound or by which it, its business, capital stock stock, or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction restriction, or encumbrance upon any of the material Catawba's or Bancshares' properties or assets of NCBC or NCBC Bankassets; (iii) violate any applicable federal or state statute, law, rule rule, or regulation, or any judgment, order, writ, injunction injunction, or decree of any court, administrative or regulatory agency agency, or governmental body; (iv) result in the acceleration of any obligation or indebtedness of NCBC Catawba or NCBC BankBancshares; or (v) interfere with or otherwise adversely affect the Catawba's or Bancshares' ability of NCBC or NCBC Bank to carry on its business as presently conducted. No consents, approvals approvals, or waivers are required to be obtained from any governmental person or regulatory authority entity in connection with NCBC Catawba's or NCBC Bank’s Bancshares' execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of NCBC’s Bancshares' shareholders as described in Section 7.1(a) Paragraph 7.01.D. below and of governmental or regulatory authorities as described in Section 7.1(b) below Paragraph 7.01.A. below, and approvals previously obtainedother consents or approvals, the failure of which to obtain would not have a Material Adverse Effect on Catawba or Banchshares or their respective abilities to consummate the Exchange.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Except where the same would not have a material adverse effect on BNC or the Bank, considered as one enterprise, and subject to approval of this Agreement by the shareholders of BNC in the manner required by law and receipt of required approvals of NCBC’s shareholders and of governmental and regulatory authorities are obtainedRegulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NCBC BNC or NCBC the Bank with any of its the obligations or agreements contained herein, nor any action or inaction by BNC or the Bank required herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the articles Articles of incorporation Incorporation or bylaws Bylaws of either BNC or the equivalent organizational documents of NCBC or NCBC Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NCBC BNC or NCBC the Bank is a party or bound or by which it, its they or their business, capital stock or any of its their properties or assets may be affected; (ii) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of the material properties or assets of NCBC BNC or NCBC the Bank; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body, which violation will or may have a material adverse effect on BNC or the Bank, their financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on BNC’s or the Bank’s ability to consummate the transactions described herein or to carry on the business of BNC or the Bank as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of NCBC BNC or NCBC the Bank; or (v) materially interfere with or otherwise materially adversely affect BNC’s or the ability of NCBC or NCBC Bank Bank’s respective abilities to carry on its business their respective businesses as presently conducted. No consents, approvals or waivers are required to be obtained from any governmental person or regulatory authority entity in connection with NCBC BNC’s or NCBC the Bank’s execution and delivery of this Agreement, or the performance of its their obligations or agreements or the consummation of the transactions described herein, except for required approvals of NCBCRegulatory Authorities and BNC’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities described in Section 7.1(b) below and approvals previously obtainedshareholders.