Common use of Authority of Company Clause in Contracts

Authority of Company. The execution and delivery by Company of this Agreement and the consummation of the transactions contemplated by both have been duly and validly authorized by all necessary corporate action on the part of Company, and this Agreement is a valid and binding obligation of Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither the execution and delivery by Company of this Agreement, the consummation of the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate any provision of its Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance or other instrument or obligation to which Company is a party, or by which Company or any of its properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or (c) violate any Law applicable to Company or any of its properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Company, and no Consent of any Person, is required in connection with the execution and delivery by Company of this Agreement or the consummation by Company of the transactions contemplated hereby, except (i) the filing of Form D with the SEC and the absence of any objection by the SEC to this transaction; (ii) the filing of notices of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from any of such administrators; and (iii) notice to Nasdaq to list the Subject Shares.

Authority of Company. The execution and delivery by Company of this Agreement and and, subject to obtaining the Company Requisite Vote, the consummation of the transactions contemplated by both hereby have been duly and validly authorized by all necessary corporate action on the part of CompanyCompany including, without limitation, the vote of the Board of Directors of Company (which vote was unanimous) approving and declaring advisable this Agreement and the Merger, including the agreement of merger (within the meaning of Section 251 of the DGCL) contained herein. The Board of Directors has unanimously resolved to recommend that the stockholders of Company adopt the agreement of merger (within the meaning of Section 251 of the DGCL) at the Company Stockholders’ Meeting, which resolutions have not as of the date of this Agreement been subsequently rescinded or modified. This Agreement is a valid and binding obligation of Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, fraudulent transfer, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither Except as set forth in Section 4.6 of the Company Disclosure Letter, neither the execution and delivery by Company of this Agreement, the consummation of the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate conflict with or result in a breach of any provision of its Charter DocumentsCertificate of Incorporation, as amended, or Bylaws, as amended; (b) constitute a breach of or result in a default, or event that with notice or lapse of time or both would become a default (or give rise to any rights of termination, cancellation or acceleration, or unilateral rights to amend, or any right to acquire any securities or assets) , or any loss of benefit), under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance agreement or other instrument or obligation (each, a “Contract”) to which Company is a party, party or by which Company or any of its properties or assets is bound, if ; (c) result in the creation or imposition of any such circumstances, such event could have a Material Adverse EffectEncumbrance on any of the properties or assets of Company; or (cd) violate any Law order, writ, injunction, decree, statute, rule or regulation applicable to Company or any of its properties or assets, except with respect to clauses (b), (c) and (d), for such violations, breaches, defaults or Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect. No Consent of consent of, approval of, notice to or filing with any Governmental Entity having jurisdiction over any aspect of the business or assets of Company, and no Consent of any Person, Company is required in connection with the execution and delivery by Company of this Agreement or the consummation by Company of the Merger or the other transactions contemplated herebyhereby or thereby, except (i) under the Exchange Act (including the filing of Form D the Proxy Statement with the SEC SEC) and the absence of any objection by the SEC to this transactionrules and regulations promulgated thereunder; (ii) applicable filings, notifications, approvals or consents under the filing of notices of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from any of such administratorsHSR Act; and (iii) notice the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with relevant authorities of other states in which the Company is qualified to Nasdaq to list the Subject Sharesdo business.

Authority of Company. The execution and delivery by Company of this Agreement and the consummation of the transactions contemplated by both hereby have been duly and validly authorized author-ized by all necessary corporate action on the part of Company, Company and this Agreement is a valid and binding obligation of Company Company, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorshipconserva-torship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principlesprinci-ples. Neither the execution and delivery by Company of this Agreement, the consummation of the Merger or the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate any provision of its Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance Encumbrances or other instrument or obligation to which Company is a party, or by which Company or any of its respective properties or assets is bound, if in any such circumstances, such event could have a Material Adverse EffectEffect on Company; or (c) violate any Law Rule applicable to Company or any of its properties or assetsCompany. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of CompanyCompany or its Subsidiaries, and no Consent of any PersonPerson or shareholder approval, is required in connection with the execution and delivery by Company of this Agreement or the consummation consum-mation by Company of the Merger and the transactions contemplated hereby, except (i) the filing approval of Form D with the Merger and the transactions contemplated hereby by Company as the sole shareholder of Company Bank; (ii) such approvals or notices as may be required by the FDIC and the DFI; (iii) the declaring effective of the S-4 by the SEC and the absence approvals of any objection by the SEC to this transaction; (ii) the filing of notices of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from any of such all necessary blue sky administrators; and (iiiiv) notice to Nasdaq to list the Subject Sharesas otherwise set forth in Company’s Disclosure Letter.

Authority of Company. The execution and delivery by Company of this Agreement and and, subject to the requisite approval of the stockholders of the Company, the consummation of the transactions contemplated by both hereby have been duly and validly authorized by all necessary corporate action on the part of Company, Company and this Agreement is a valid and binding obligation of Company Company, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither the execution and delivery by Company of this Agreement, the consummation of the Merger or the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate any provision of its Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance Encumbrances or other instrument or obligation to which Company is a party, or by which Company or any of its respective properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or (c) violate any Law Rule applicable to Company or any of its properties or assetsCompany. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Company, and no Consent of any PersonPerson or shareholder approval, is required in connection with the execution and delivery by Company of this Agreement or the consummation by Company of the Merger and the transactions contemplated hereby, except (i) the filing approval of Form D with the Bank Merger and the transactions contemplated hereby by Company as the sole shareholder of Company Bank; (ii) such approvals or notices as may be required by the FRB and the DFI; (iii) the declaring effective of the S-4 by the SEC and the absence approvals of any objection all necessary blue sky administrators; (iv) the approval of this Agreement and the transactions contemplated hereby by the SEC to this transaction; (ii) stockholders of the filing of notices of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from any of such administratorsCompany; and (iiiv) notice to Nasdaq to list the Subject Sharesas otherwise set forth in Company’s Disclosure Letter.

Authority of Company. The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (ii) has all the requisite corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Company of this Agreement by Company, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by both hereto: (y) have been duly and validly authorized by all necessary corporate action on the part of Companyits part, and no other proceedings on its part are necessary to authorize this Agreement is a valid and binding obligation of Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither the execution and delivery by Company of this Agreement, the consummation of to consummate the transactions contemplated herein, nor compliance by Company hereby and (z) do not contravene or otherwise conflict with any of the provisions hereofagreement, will: (a) violate any provision of its Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of terminationdocument, cancellation or accelerationinstrument, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchisepermit, license, permitorder, agreementwrit, Encumbrance injunction, decree, statute, rule or other instrument or obligation to which Company is a party, or by which Company regulation of any court or any of its properties public, governmental or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; regulatory agency or (c) violate any Law body applicable to the Company or any of its properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect Except for such UCC-1 filings and/or mortgage recordation as required by the Revolving Credit, Term Loan and Security Agreement, dated as of the business date hereof, among the Company, FATS, Inc., the lenders named therein, and CapitalSource Finance LLC, as agent (the “Credit Agreement”), compliance by the Company with SEC disclosure requirements or filings with the Secretary of State of Delaware, there is no consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any governmental agency or body or self regulatory organization (including, without limitation, the NASD or the NASDAQ Stock Market) applicable to the Company or any of its properties or assets of Company, and no Consent of any Person, which is required in connection with to be made or obtained by the Company to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Company and, assuming due authorization, execution and delivery by Company of the other party hereto, this Agreement or the consummation by constitutes a legal, valid and binding obligation of Company of the transactions contemplated herebyenforceable against it in accordance with this Agreement’s terms and conditions, except (i) the filing of Form D with the SEC subject to applicable bankruptcy, insolvency, reorganization, moratorium and the absence of any objection by the SEC to this transaction; (ii) the filing of notices of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offeringsimilar laws affecting creditor’s rights generally, and the absence subject, as to enforceability to general principles of any objection from any equity, including principles of such administrators; commercial reasonableness, good faith and fair dealing (iii) notice to Nasdaq to list the Subject Sharesregardless of whether enforcement is sought in a proceeding at law or equity).

Authority of Company. The execution and delivery by Company of this Agreement and, subject to the requisite approval of the shareholders of Company of this Agreement and the Merger, the consummation of the transactions contemplated by both hereby have been duly and validly authorized by all necessary corporate action on the part of CompanyCompany including, without limitation, the vote of the Board of Directors of Company (which vote was unanimous) approving this Agreement and this the Merger. This Agreement is a valid and binding obligation of Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, fraudulent transfer, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither the execution and delivery by Company of this Agreement, the consummation of the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate conflict with or result in a breach of any provision of its Charter DocumentsArticles of Incorporation, as amended, or bylaws, as amended; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Scheduled Contract; (c) result in the creation or imposition of any Encumbrance or other instrument or obligation to which Company is a party, or by which Company or on any of its the material properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effectof Company; or (cd) violate any Law material order, writ, injunction, decree, statute, rule or regulation applicable to Company or any of its properties or assets, except with respect to clauses (b), (c) and (d), for such violations, breaches, defaults or Encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect. No Consent of consent of, approval of, notice to or filing with any Governmental Entity having jurisdiction over any aspect of the business or assets of Company, and no Consent of any Person, Company is required in connection with the execution and delivery by Company of this Agreement or the consummation by Company of the Merger or the other transactions contemplated herebyhereby or thereby, except (i) under the Exchange Act (including the filing of Form D the Proxy Statement with the SEC and the absence of any objection by the SEC to this transactionSEC); (ii) the filing necessary filings, applications and notices to and approvals and consents, if any, of notices the departments of transaction or other required filings the states charged with the securities administrators regulation of any insurance in the states in which Subject Shares the Company, ACIC or BCIC are licensed or authorized to do business; (iii) such other filings or notifications as may be offered required under federal or state securities law or the rules and sold as part regulations of this offeringNASDAQ Global Select market; (iv) such other consents, approvals, waivers, orders, authorizations, registrations, declarations and filings, which if not obtained or made would not, individually or in the absence aggregate, materially affect the ability of any objection from any of such administratorsthe Company to consummate the Merger, (v) applicable filings, notifications, approvals or consents under the HSR Act; and (iiivi) notice the filing of the Articles of Merger with the Secretary of State of the State of Minnesota and appropriate documents with relevant authorities of other states in which the Company is qualified to Nasdaq to list the Subject Sharesdo business.

Authority of Company. The execution and delivery by Company of this Agreement and the consummation of the transactions contemplated by both herein have been duly and validly authorized by all necessary corporate action on the part of Company, and this Agreement is a valid and binding obligation of Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither the execution and delivery by Company of this Agreement, the consummation of the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate any provision of its Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance or other instrument or obligation to which Company is a party, or by which Company or any of its properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or (c) violate any Law applicable to Company or any of its properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Company, and no Consent of any Person, is required in connection with the execution and delivery by Company of this Agreement or the consummation by Company of the transactions contemplated hereby, except (i) the filing of the Certificate of Designations, which will have been filed as of the Closing; (ii) the filing of Form D with the SEC and the absence of any objection by the SEC to this transaction; and (iiiii) the filing of notices of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from any of such administrators; and (iii) notice to Nasdaq to list the Subject Shares.

Authority of Company. The execution That Company is a duly organized, validly existing corporation in good standing under the laws of the State of Delaware and has duly qualified and is authorized to do business in all jurisdictions where it is required to be so qualified except where the failure to be so qualified would not have a Material Adverse Effect; that a true and correct copy of Company's articles of incorporation, by-laws and other formation documents have been delivered to KCCI; that Company's formation documents have not been modified or amended; that Company has the power and authority to execute, deliver and perform its obligations under this Agreement and under the other Workout Documents; that the execution, delivery by Company and performance of this Agreement by Company has been consented to and the consummation of the transactions contemplated by both have been duly and validly authorized approved by all necessary requisite corporate action on the part of Company, and this Agreement action; each Workout Document to which it is a party constitutes the legal, valid and binding agreement or obligation of Company enforceable in accordance with its terms, except as to the extent that the enforceability thereof may be limited by applicable bankruptcy, liquidationinsolvency, receivership, conservatorship, insolvencyreorganization, moratorium or other similar laws generally affecting the rights of creditors generally creditors'rights and by general equitable principles. Neither principles (regardless of whether enforcement is sought in equity or at law); that the execution and delivery of this Agreement and the other Workout Documents by Company of this Agreement, the consummation of the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: does not and will not (ai) violate any provision of any law, rule, regulation, order or judgment presently in effect having applicability to Company or its Charter Documentsformation documents; or (bii) constitute a breach of or result in a breach or constitute or cause a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions agreement or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance or other instrument or obligation to which Company is a party, party or by which Company or any of its properties the Projects may be bound or assets affected; and (iii) that Company is boundnot presently in violation of any such law, if rule, regulation, order or judgment or in default under any such agreement or instrument in any such circumstances, such event could have a Material Adverse Effect; manner which would affect the validity or (c) violate any Law applicable to Company or any of its properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Company, and no Consent of any Person, is required in connection with the execution and delivery by Company enforceability of this Agreement or the consummation by Company of the transactions contemplated hereby, except other Workout Documents. -18- (i) the filing of Form D with the SEC and the absence of any objection by the SEC to this transaction; (ii) the filing of notices of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from any of such administrators; and (iii) notice to Nasdaq to list the Subject Shares.c)

Authority of Company. The execution and delivery by Company of this Agreement and, subject to the requisite approvals (i) of Company as the sole shareholder of NEWCO and (ii) of the shareholders of Company, the consummation of the transactions contemplated by both hereby have been duly and validly authorized author­ized by all necessary corporate action on the part of Company, and this Agreement is a valid and binding obligation of Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorshipconserva­torship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principlesprinci­ples. Neither the execution and delivery by Company of this Agreement, the consummation of the Merger or the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate any provision of its Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance Encumbrances or other instrument or obligation to which Company or Bank is a party, or by which Company or Bank or any of its their respective properties or assets is bound, if in any such circumstances, such event could have consequences materially adverse to Company on a Material Adverse Effectconsolidated basis; or (c) violate any Law Rule applicable to Company or Bank or any of its their respective properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of CompanyCompany or Bank, and no Consent of any PersonPerson or shareholder approval, is required in connection with the execution and delivery by Company of this Agreement or the consummation consum­mation by Company of the Merger and the transactions contemplated hereby, except (i) the filing approval of Form D with this Agreement and the transactions contemplated hereby (including amendments to the Company Stock Option Plan) by Company as the sole shareholder of NEWCO and by the shareholders of Company; (ii) such approvals or notices as may be required by the FRB, the Commissioner and the FDIC; (iii) the declaring effective of the S-4 by the SEC and the absence approvals of any objection by the SEC to this transaction; (ii) the filing of notices of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from any of such all necessary blue sky administrators; and (iiiiv) notice to Nasdaq to list the Subject Sharesas otherwise set forth in Company’s Disclosure Letter.

Authority of Company. The execution and delivery by Company of this Agreement and, subject to the requisite approval of the stockholders of Company of this Agreement and the Merger, the consummation of the transactions contemplated by both hereby have been duly and validly authorized by all necessary corporate action on the part of CompanyCompany including, without limitation, the vote of the Board of Directors of Company (which vote was unanimous) approving this Agreement and this the Merger. This Agreement is a valid and binding obligation of Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither Except as set forth in the Company Disclosure Letter, neither the execution and delivery by Company of this Agreement, the consummation of the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate conflict with or result in a breach of any provision of its Charter Documentsor any of the Company Subsidiaries' Certificate of Incorporation or Articles of Association, as amended, or Bylaws, as amended; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party, or by which Company or any of its the Company Subsidiaries or any of their respective properties or assets is are bound, if ; (c) result in the creation or imposition of any such circumstances, such event could have a Material Adverse EffectEncumbrance of material consequence on any of the material properties or assets of Company or the Company Subsidiaries; or (cd) violate any Law material order, writ, injunction, decree, statute, rule or regulation applicable to Company or any of its the Company Subsidiaries or any of their respective properties or assets. No Consent of consent of, approval of, notice to or filing with any Governmental Entity having jurisdiction over any aspect of the business or assets of CompanyCompany or the Company Subsidiaries, and no Consent consent of, approval of or notice to any other Person, is required in connection with the execution and delivery by Company of this Agreement or the consummation by Company of the Merger or the other transactions contemplated herebyhereby or thereby, except (i) the approval of this Agreement by the stockholders of Company (including the filing of Form D the Proxy Statement with the SEC and the absence of any objection by the SEC to this transactionSEC); (ii) the filing approval of notices the FRB under the BHC Act; (iii) such approvals as may be required by the insurance regulatory authorities of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from Company or any of such administratorsits Subsidiaries conducts insurance agency activities; and (iiiiv) notice to Nasdaq to list the Subject Sharesfiling of the Certificate of Merger with the Secretary of State of the State of Delaware.

Authority of Company. The execution and delivery by Company of this Agreement and the Registration Rights Agreement, and the consummation of the transactions contemplated by both have been duly and validly authorized by all necessary corporate action on the part of Company, and this Agreement is a valid and binding obligation of Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither the execution and delivery by Company of this Agreement, the consummation of the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate any provision of its Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance or other instrument or obligation to which Company is a party, or by which Company or any of its properties or assets is bound, if in any such circumstances, such event could have consequences materially adverse to Company on a Material Adverse Effectconsolidated basis; or (c) violate any Law applicable to Company or any of its properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Company, and no Consent of any Person, is required in connection with the execution and delivery by Company of this Agreement or the consummation by Company of the transactions contemplated hereby, except (i) the filing of Form D with the SEC and the absence of any objection by the SEC to this transaction; (ii) the filing of notices of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from any of such administrators; and (iii) notice compliance with the Act and other required filings with the securities administrators of any states in which the Subject Shares are to be offered and sold as part of the registration of the Subject Shares pursuant to the Registration Rights Agreement; and (iv) approval of Nasdaq to list the Subject Shares.

Authority of Company. The execution and delivery by Company of this Agreement and, subject to the requisite approval of the stockholders of Company of this Agreement and the Merger, the consummation of the transactions contemplated by both hereby have been duly and validly authorized by all necessary corporate action on the part of CompanyCompany including, without limitation, the vote of the Board of Directors of Company (which vote was unanimous) approving this Agreement and this the Merger. This Agreement is a valid and binding obligation of Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither Except as set forth in the Company Disclosure Letter, neither the execution and delivery by Company of this Agreement, the consummation of the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate conflict with or result in a breach of any provision of its Charter Documentsor any of the Company Subsidiaries’ Certificate of Incorporation or Articles of Association, as amended, or Bylaws, as amended; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party, or by which Company or any of its the Company Subsidiaries or any of their respective properties or assets is are bound, if ; (c) result in the creation or imposition of any such circumstances, such event could have a Material Adverse EffectEncumbrance of material consequence on any of the material properties or assets of Company or the Company Subsidiaries; or (cd) violate any Law material order, writ, injunction, decree, statute, rule or regulation applicable to Company or any of its the Company Subsidiaries or any of their respective properties or assets. No Consent of consent of, approval of, notice to or filing with any Governmental Entity having jurisdiction over any aspect of the business or assets of CompanyCompany or the Company Subsidiaries, and no Consent consent of, approval of or notice to any other Person, is required in connection with the execution and delivery by Company of this Agreement or the consummation by Company of the Merger or the other transactions contemplated herebyhereby or thereby, except (i) the approval of this Agreement by the stockholders of Company (including the filing of Form D the Proxy Statement with the SEC and the absence of any objection by the SEC to this transactionSEC); (ii) the filing approval of notices the FRB under the BHC Act; (iii) such approvals as may be required by the insurance regulatory authorities of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from Company or any of such administratorsits Subsidiaries conducts insurance agency activities; and (iiiiv) notice to Nasdaq to list the Subject Sharesfiling of the Certificate of Merger with the Secretary of State of the State of Delaware.