Common use of Authorization; No Defaults Clause in Contracts

Authorization; No Defaults. The execution and delivery by St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank of this Agreement and the other agreements and the Plan of Merger and the Certificate of Merger contemplated hereby (the “Other Agreements”) and, subject to the requisite approval of the stockholders of St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank, the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank, and this Agreement and the Other Agreements are valid and binding obligations of St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank enforceable against each of them in accordance with their 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. On October 21, 2006, St. Joseph’s board of directors unanimously approved this Agreement and the transactions contemplated herein; approved the execution and delivery to Old National of a certain voting agreement by the directors in their individual capacities pursuant to which the directors, among other provisions, agreed to vote their personal shares of St. J▇▇▇▇▇ Common in favor of this Agreement and the transactions contemplated herein; and unanimously recommended (and agreed and resolved to affirm its unanimous recommendation) the approval of this Agreement and the transactions contemplated herein by St. Joseph’s stockholders. Except as set forth in Section 2.04 of the St. J▇▇▇▇▇ Disclosure Schedule, neither the execution and delivery by St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank of this Agreement and the Other Agreements, the consummation of the Merger or the transactions contemplated herein or therein, nor compliance by St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank with any of the provisions hereof or thereof, will: (a) violate any provision of their respective certificates or articles of incorporation and bylaws, each as amended to date; (b) constitute a material 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, or other instrument or obligation to which St. J▇▇▇▇▇ or St. J▇▇▇▇▇ Bank is a party, or by which St. J▇▇▇▇▇ or St. J▇▇▇▇▇ Bank or any of their respective properties or assets is bound or encumbered; or (c) violate any statute or Law or any judgment, decree, injunction, order, regulation or rule of any Governmental Authority applicable to St. J▇▇▇▇▇ or St. J▇▇▇▇▇ Bank or any of their respective properties or assets. No consent of any Governmental Authority having jurisdiction over any aspect of the business or assets of St. J▇▇▇▇▇ or St. J▇▇▇▇▇ Bank or any of their Subsidiaries, and no consent of any other Person or entity, is required in connection with the execution and delivery by St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank of this Agreement, or (except (i) the approval of this Agreement and the transactions contemplated hereby by the stockholders of St. J▇▇▇▇▇; (ii) such approvals or notices as may be required by the FRB and the DFI; and (iii) as otherwise set forth in Section 2.04 of the St. J▇▇▇▇▇ Disclosure Schedule) the consummation by them of the Merger and other transactions contemplated hereby.