Common use of No Violations; Consents Clause in Contracts

No Violations; Consents. (a) The execution and delivery by the Company of this Agreement and the Related Documents, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not (i) violate any provisions of the Company Charter Documents, (ii) violate any provisions of the Company Subsidiary Charter Documents of any Company Subsidiary, (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision of, require any consent or approval under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company or any of its Subsidiaries (constituting a Material Adverse Effect) under the terms, conditions or provisions of any Contracts by which the Company or any of its Subsidiaries is bound or to which any of their properties is subject or (vii) assuming that the consents and approvals referred to in Section 3.6(b) are duly and timely made or obtained and that Company Proposal is approved by the requisite Company stockholders, contravene or constitute a violation of any provision of any applicable Law binding upon or applicable to the Company or any of its Subsidiaries, other than, in the cases of clauses (iii) through (vii), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. (a) The Assuming that the consents and approvals referred to in Section 3.6(b) are duly and timely made or obtained and that Company Proposal is approved by the requisite vote or approval of Company stockholders, the execution and delivery by the Company of this Agreement and the Related Documents, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not (i) violate any provisions of the Company Charter Documents, (ii) violate any provisions of the Company Subsidiary Charter Documents of any Company Subsidiary, (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision of, require any consent or approval under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Contract by which the Company Material Contractor any of its Subsidiaries is bound or to which any of their properties is subject, (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or its Subsidiaries under any Contract by which the Company Material Contractor any of its Subsidiaries is bound or to which any of their properties is subject, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company or any of its Subsidiaries (constituting a Material Adverse Effect) under the terms, conditions or provisions of any Contracts by which the Company or any of its Subsidiaries is bound or to which any of their properties is subject being declared void, voidable, or without further binding effect or (viivi) assuming that the consents and approvals referred to in Section 3.6(b) are duly and timely made or obtained and that Company Proposal is approved by the requisite Company stockholders, contravene or constitute a violation of any provision of any applicable Law binding upon or applicable to the Company or any of its Subsidiaries, other than, in the cases of clauses (iii) through (viivi), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings Liens or detriments declarations that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. (a) The Assuming that the consents and approvals referred to in Section 4.6(b) are duly and timely made or obtained and that the Parent Proposal is approved by the requisite Parent stockholders, the execution and delivery by the Company Parent and Merger Sub of this Agreement and the Related Documents, the performance of the Company’s their respective obligations hereunder and thereunder and the consummation by the Company them of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not (i) violate any provisions of the Company Parent Charter Documents or Merger Sub Charter Documents, (ii) violate any provisions of the Company Parent Subsidiary Charter Documents of any Company Parent Subsidiary, (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision of, require any consent or approval under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, impair the CompanyParent’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material ContractContract by which Parent or any of its Subsidiaries is bound or to which any of their properties is subject, (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company Parent or its Subsidiaries under any Company Material ContractContract by which Parent or any of its Subsidiaries is bound or to which any of their properties is subject, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company or any of its Subsidiaries (constituting a Material Adverse Effect) under the terms, conditions or provisions of any Contracts by which the Company Parent or any of its Subsidiaries is bound or to which any of their properties is subject being declared void, voidable, or without further binding effect or (viivi) assuming that the consents and approvals referred to in Section 3.6(b) are duly and timely made or obtained and that Company Proposal is approved by the requisite Company stockholders, contravene or constitute a violation of any provision of any applicable Law binding upon or applicable to the Company Parent or any of its Subsidiaries, other than, in the cases of clauses (iii) through (viivi), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings accelerations Liens or detriments declarations that, individually or in the aggregate, do not constitute a Company Parent Material Adverse Effect.

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company performance of this Agreement by NASB Holding and the Related DocumentsAcquisition Sub do not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not not, constitute (i) violate assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub or any of the Company Charter Documentstheir respective Subsidiaries (or any of their respective properties) is subject, (ii) violate any provisions a breach or violation of, or a default under, the articles of incorporation or bylaws of NASB Holding or Acquisition Sub or the Company Subsidiary Charter Documents similar organizational documents of any Company Subsidiary, of their respective Subsidiaries or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (lien, pledge, security interest, charge or other than Permitted Liens) encumbrance upon any of the properties or assets of the Company NASB Holding or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company Acquisition Sub or any of its their respective Subsidiaries (constituting a Material Adverse Effect) under under, any of the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company NASB Holding or Acquisition Sub or any of its their respective Subsidiaries is bound a party, or to which any of their respective properties is subject or assets may be subject. The consummation by NASB Holding and Acquisition Sub of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (viiw) assuming that the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding or Acquisition Sub why any of the approvals referred to in this Section 3.6(b2.4(d) are duly and timely made should not be obtained without undue delay or obtained and that Company Proposal is approved by the requisite Company stockholders, contravene or constitute a violation imposition of any provision of any applicable Law binding upon material condition or applicable to the Company or any of its Subsidiaries, other than, restriction described in the cases last sentence of clauses (iii) through (viiSection 5.1(b), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company performance of this Agreement and the Related Documentsby CNS do not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not not, constitute (i) violate assuming receipt of all Requisite Regulatory Approvals (as defined in Section 2.4(d)) and requisite stockholder approvals, a breach or violation of, or a default under, any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which CNS or any of the Company Charter Documentsits Subsidiaries (or any of their respective properties) is subject, (ii) violate any provisions a breach or violation of, or a default under, the certificate of incorporation or bylaws of CNS or the Company Subsidiary Charter Documents similar organizational documents of any Company Subsidiary, of its Subsidiaries or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (lien, pledge, security interest, charge or other than Permitted Liens) encumbrance upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company CNS or any of its Subsidiaries (constituting a Material Adverse Effect) under under, any of the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company CNS or any of its Subsidiaries is bound a party, or to which any of their respective properties is subject or assets may be subject. The consummation by CNS and CNS Bank of the transactions (viiincluding the Bank Merger) assuming that contemplated hereby (exclusive of the consents effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of CNS Common Stock entitled to vote thereon, (y) the approval of CNS as the sole stockholder of CNS Bank and (z) the consent of the Office of Thrift Supervision ("OTS"). As of the date hereof, the executive officers of CNS know of no reason pertaining to CNS why any of the approvals referred to in this Section 3.6(b2.3(e) are duly and timely made or should not be obtained and that Company Proposal is approved by without the requisite Company stockholders, contravene or constitute a violation imposition of any provision of any applicable Law binding upon material condition or applicable to the Company or any of its Subsidiaries, other than, restriction described in the cases last sentence of clauses (iii) through (viiSection 5.1(b), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company performance ----------------------- of this Agreement and the Related Documentsby ENB do not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not not, constitute (i) violate assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which ENB or any of the Company Charter Documentsits Subsidiaries (or any of their respective properties) is subject, (ii) violate any provisions a breach or violation of, or a default under, the articles of incorporation or bylaws of ENB or the Company Subsidiary Charter Documents similar organizational documents of any Company Subsidiary, of its Subsidiaries or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (lien, pledge, security interest, charge or other than Permitted Liens) encumbrance upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company ENB or any of its Subsidiaries (constituting a Material Adverse Effect) under under, any of the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company ENB or any of its Subsidiaries is bound a party, or to which any of their respective properties is subject or assets may be subject. The consummation by ENB and ENB Bank of the transactions (viiincluding the Bank Merger) assuming that contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of ENB as the sole shareholder of Acquisition Sub, (x) the approval of the shareholders of ENB Bank, (y) the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA, the approval of the Comptroller of the Currency of the Bank Merger and of the payment by ENB Bank of a dividend sufficient to fund the payment of the Cash Consideration (collectively, the "REQUISITE REGULATORY APPROVALS"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of ENB know of no reason pertaining to ENB why any of the approvals referred to in this Section 3.6(b2.4(d) are duly and timely made or should not be obtained and that Company Proposal is approved by without the requisite Company stockholders, contravene or constitute a violation imposition of any provision of any applicable Law binding upon material condition or applicable to the Company or any of its Subsidiaries, other than, restriction described in the cases last sentence of clauses (iii) through (viiSection 5.1(b), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company performance of this Agreement and the Related Documentsby ENB do not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not not, constitute (i) violate assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which ENB or any of the Company Charter Documentsits Subsidiaries (or any of their respective properties) is subject, (ii) violate any provisions a breach or violation of, or a default under, the articles of incorporation or bylaws of ENB or the Company Subsidiary Charter Documents similar organizational documents of any Company Subsidiary, of its Subsidiaries or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (lien, pledge, security interest, charge or other than Permitted Liens) encumbrance upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company ENB or any of its Subsidiaries (constituting a Material Adverse Effect) under under, any of the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company ENB or any of its Subsidiaries is bound a party, or to which any of their respective properties is subject or assets may be subject. The consummation by ENB and ENB Bank of the transactions (viiincluding the Bank Merger) assuming that contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of ENB as the sole shareholder of Acquisition Sub, (x) the approval of the shareholders of ENB Bank, (y) the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA, the approval of the Comptroller of the Currency of the Bank Merger and of the payment by ENB Bank of a dividend sufficient to fund the payment of the Cash Consideration (collectively, the "Requisite Regulatory Approvals"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of ENB know of no reason pertaining to ENB why any of the approvals referred to in this Section 3.6(b2.4(d) are duly and timely made or should not be obtained and that Company Proposal is approved by without the requisite Company stockholders, contravene or constitute a violation imposition of any provision of any applicable Law binding upon material condition or applicable to the Company or any of its Subsidiaries, other than, restriction described in the cases last sentence of clauses (iii) through (viiSection 5.1(b), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. (a) The execution execution, delivery and delivery performance by Seller of the Company of this Technology License Agreement and the Related Documents, the performance each of the Company’s obligations hereunder and thereunder Transaction Documents to which Seller is a party and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not to Seller's Knowledge (with or without the giving of notice or the lapse of time, or both) (i) violate any provisions provision of the Company Charter Documentscharter or bylaws of Seller, (ii) violate violate, or, except as required by the HSR Act or by the permits and licenses referred to in Section 6.7 hereof, require any provisions of the Company Subsidiary Charter Documents consent, authorization, approval, exemption, or filing under any provision of any Company Subsidiarylaw, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, (iv) except for such consents or approvals as set forth required by the leases and contracts referred to in Section 3.6(a1.42 (which generally require consent to the assignment thereof) of the Company Disclosure Letter, violateconflict with, result in a breach of any provision of, require any consent or approval under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate or permit the acceleration of the performance required by, or require any Company Material Contractconsent, authorization or approval under (ivx) any mortgage, indenture, loan or credit agreement or any other agreement or instrument evidencing indebtedness for money borrowed to which Seller is a party or by which Seller or any of the Purchased Assets is bound or (y) any other contract, agreement or instrument to which Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Lien Encumbrance upon the Purchased Assets, which violation, conflict, breach, default, acceleration or Encumbrance, or the failure to make or obtain such filing, consent, authorization or approval, with respect to the matters specified in clauses (other than Permitted Liensii) upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, through (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company or any of its Subsidiaries (constituting a Material Adverse Effect) under the terms, conditions or provisions of any Contracts by which the Company or any of its Subsidiaries is bound or to which any of their properties is subject or (vii) assuming that the consents and approvals referred to in Section 3.6(b) are duly and timely made or obtained and that Company Proposal is approved by the requisite Company stockholders, contravene or constitute a violation of any provision of any applicable Law binding upon or applicable to the Company or any of its Subsidiaries, other than, in the cases of clauses (iii) through (vii), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments thatcould, individually or in the aggregate, do not constitute reasonably be expected to have a Company Material Adverse Effectadverse effect on the Purchased Assets or the results of operations of the Business or prevent or delay the consummation of the transactions contemplated by this Agreement.

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company performance of this Agreement and the Related Documentsby MBLA do not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not not, constitute (i) violate assuming receipt of all Requisite Regulatory Approvals (as defined in SECTION 2.4(C)) and requisite stockholder approvals, a breach or violation of, or a default under, any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which MBLA or any of the Company Charter Documentsits Subsidiaries (or any of their respective properties) is subject, (ii) violate any provisions a breach or violation of, or a default under, the certificate of incorporation or bylaws of MBLA or the Company Subsidiary Charter Documents similar organizational documents of any Company Subsidiary, of its Subsidiaries or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (lien, pledge, security interest, charge or other than Permitted Liens) encumbrance upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company MBLA or any of its Subsidiaries (constituting a Material Adverse Effect) under under, any of the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company MBLA or any of its Subsidiaries is bound a party, or to which any of their respective properties is subject or assets may be subject. The consummation by MBLA and Macon Building & Loan of the transactions (viiincluding the Bank Merger) assuming that contemplated hereby (exclusive of the consents effect of any changes effected pursuant to SECTION 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of MBLA Common Stock entitled to vote thereon, (y) the approval of MBLA as the sole stockholder of Macon Building & Loan and (z) the consent of the Office of Thrift Supervision ("OTS"). As of the date hereof, the executive officers of MBLA know of no reason pertaining to MBLA why any of the approvals referred to in Section 3.6(bthis SECTION 2.3(E) are duly and timely made or should not be obtained and that Company Proposal is approved by without the requisite Company stockholders, contravene or constitute a violation imposition of any provision of any applicable Law binding upon material condition or applicable to the Company or any of its Subsidiaries, other than, restriction described in the cases last sentence of clauses (iii) through (viiSECTION 5.1(B), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. (a) The execution execution, delivery and delivery performance by the Company Merger Sub and KIT of this Agreement and the Related Documents, the performance consummation of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not (i) violate any provisions provision of the Company Charter Documentscertificates of incorporation or by-laws of Merger Sub or KIT, as applicable; (ii) violate violate, or require any provisions of the Company Subsidiary Charter Documents consent, authorization or approval of, or exemption by, or filing under any provision of any Company Subsidiarylaw; statute, rule or regulation to which Merger Sub or KIT is subject, as applicable; (iii) except as set forth in Section 3.6(aviolate any judgment, order, writ or decree of any court applicable to the transactions contemplated herein; or (iv) of the Company Disclosure Letter, violateconflict with, result in a breach of any provision of, require any consent or approval under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate or permit the acceleration of the performance required by, or require any Company Material Contractconsent, authorization or approval under any agreement, contract, commitment, lease or other instrument, document or undertaking to which KIT or Merger Sub is a party or any of their assets are bound. Neither KIT nor Merger Sub is required to obtain any consent, waiver, regulatory approval, authorization or order of, give any notice to, or make any filing or registration with, any United States court or other federal, state, local or other Governmental Authority, self-regulatory organization, or other Person in connection with the execution, delivery and performance by KIT and Merger Sub of this Agreement or the consummation of the transactions contemplated thereby, except, (i) filings required by state securities laws, (ii) the filing of a Notice of Sale of Securities on Form D with the Securities and Exchange Commission under Regulation D of the Securities Act, (iii) consents required under any Contract or Property Lease which is to be assumed by the Surviving Corporation pursuant to this Agreement or the consummation of the transactions contemplated thereby, (iv) result in the creation approval of any Lien a listing application for the KIT Common Shares issued hereunder with The NASDAQ Stock Market, which application was filed on January 24, 2011 (other than Permitted Liensthe “Nasdaq Listing Application”) upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, and (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company or any of its Subsidiaries (constituting a Material Adverse Effect) under the terms, conditions or provisions of any Contracts by which the Company or any of its Subsidiaries is bound or to which any of their properties is subject or (vii) assuming those that the consents and approvals referred to in Section 3.6(b) are duly and timely have been made or obtained and that Company Proposal is approved by the requisite Company stockholders, contravene or constitute a violation of any provision of any applicable Law binding upon or applicable prior to the Company or any date of its Subsidiaries, other than, in the cases of clauses (iii) through (vii), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effectthis Agreement.

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company performance of this Agreement and the Related Documentsby Seller does not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not not, constitute (i) violate assuming receipt of all Requisite Regulatory Approvals (as defined in Section 3.04d)) and requisite stockholder approvals, a breach or violation of, or a default under, any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which Seller or any of the Company Charter Documentsits Subsidiaries (or any of their respective properties) is subject, (ii) violate any provisions a breach or violation of, or a default under, the certificate of incorporation or bylaws of Seller or the Company Subsidiary Charter Documents similar organizational documents of any Company Subsidiary, of its Subsidiaries or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (lien, pledge, security interest, charge or other than Permitted Liens) encumbrance upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company Seller or any of its Subsidiaries (constituting a Material Adverse Effect) under under, any of the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company Seller or any of its Subsidiaries is bound a party, or to which any of their respective properties is subject or assets may be subject. The consummation by Seller of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (viiv) assuming that the consents approval of the holders of a majority of the outstanding shares of Seller Common Stock entitled to vote thereon, (x) the approval of Seller as the sole stockholder of Seller S&L, (y) the consent of the Office of Thrift Supervision ("OTS"), and (z) the consent of any regulatory agency having jurisdiction over Buyer. As of the date hereof, the executive officers of Seller know of no reason pertaining to Seller why any of the approvals referred to in this Section 3.6(b3.03e) are duly and timely made or should not be obtained and that Company Proposal is approved by without the requisite Company stockholders, contravene or constitute a violation imposition of any provision of any applicable Law binding upon material condition or applicable to the Company or any of its Subsidiaries, other than, restriction described in the cases last sentence of clauses (iii) through (viiSection 6.01(b), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company performance of this Agreement and the Related Documentsby Acquiree Bank do not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof by this Agreement will not not, (i) assuming all required member and governmental approvals have been obtained and the applicable waiting periods have expired, violate any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which Acquiree Bank (or any of the Company Charter Documentsits properties) is subject, (ii) violate any provisions the charter or bylaws of the Company Subsidiary Charter Documents of any Company Subsidiary, Acquiree Bank or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in constitute a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or its Subsidiaries Acquiree Bank under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company or any of its Subsidiaries (constituting a Material Adverse Effect) under the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company or any of its Subsidiaries Acquiree Bank is bound a party, or to which any of their its properties is subject or (vii) assuming that the consents and approvals referred to in Section 3.6(b) are duly and timely made or obtained and that Company Proposal is approved by the requisite Company stockholdersassets may be subject, contravene or constitute a violation of any provision of any applicable Law binding upon or applicable to the Company or any of its Subsidiaries, other thanexcept, in the cases case of clauses (iii) through (vii), for any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings violations or detriments thatdefaults that would not, individually or in the aggregate, do not constitute have a Company Material Adverse EffectEffect on Acquiree Bank. No consents or approvals of, or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained in connection with the execution and delivery by Acquiree Bank of this Agreement or the consummation by Acquiree Bank of the merger and the other transactions contemplated by this Agreement, except for filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of the related waiting period required by federal and state banking authorities and the Department of Justice. As of the date hereof, Acquiree Bank knows of no reason pertaining to Acquiree Bank why any of the approvals referred to in this SECTION 3.2(D) should not be obtained without the imposition of any material condition or restriction described in SECTION 6.1(B).

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company performance ----------------------- of this Agreement and the Related Documentsby Citizens do not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not not, constitute (i) violate assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which Citizens or any of the Company Charter Documentsits Subsidiaries (or any of their respective properties) is subject, (ii) violate any provisions a breach or violation of, or a default under, the articles of incorporation or bylaws of Citizens or the Company Subsidiary Charter Documents similar organizational documents of any Company Subsidiary, of its Subsidiaries or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (lien, pledge, security interest, charge or other than Permitted Liens) encumbrance upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company Citizens or any of its Subsidiaries (constituting a Material Adverse Effect) under under, any of the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company Citizens or any of its Subsidiaries is bound a party, or to which any of their respective properties is subject or assets may be subject. The consummation by Citizens and Citizens Bank of the transactions (viiincluding the Bank Merger) assuming that contemplated hereby (exclusive of the consents effect of any changes effected pursuant to SECTION 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (x) the approval of Citizens as the sole shareholder of Acquisition Sub, (y) the approval of the shareholders of Citizens Bank, and (z) the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA, the approval of the Missouri Division of Finance under Chapter 362 of the Missouri Revised Statutes, and the approval of the FDIC under Section 18(c) of the FDIA (collectively, the "REQUISITE REGULATORY APPROVALS"). As of the date hereof, the executive officers of Citizens know of no reason pertaining to Citizens why any of the approvals referred to in Section 3.6(bthis SECTION 2.4(C) are duly and timely made or should not be obtained and that Company Proposal is approved by without the requisite Company stockholders, contravene or constitute a violation imposition of any provision of any applicable Law binding upon material condition or applicable to the Company or any of its Subsidiaries, other than, restriction described in the cases last sentence of clauses (iii) through (viiSECTION 5.1(B), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.. 24

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company ----------------------- performance of this Agreement and the Related Documentsby Fuxxxx xo not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not not, constitute (i) violate assuming receipt of all Requisite Regulatory Approvals (as defined in SECTION 2.3(C)) and requisite stockholder approvals, a violation of any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which Fuxxxx xr any of the Company Charter Documentsits Subsidiaries (or any of their respective properties) is subject, (ii) violate any provisions a violation of the Company Subsidiary Charter Documents certificate of incorporation or bylaws of Fuxxxx xr the similar organizational documents of any Company Subsidiary, of its Subsidiaries or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (lien, pledge, security interest, charge or other than Permitted Liens) encumbrance upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company or Fuxxxx xr any of its Subsidiaries (constituting a Material Adverse Effect) under under, any of the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company or Fuxxxx xr any of its Subsidiaries is bound a party, or to which any of their respective properties is subject or assets may be subject. The consummation by Fuxxxx xnd Fuxxxx Xavings of the transactions (viiincluding the Bank Merger) assuming that contemplated hereby (exclusive of the consents effect of any changes effected pursuant to SECTION 1.8) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of Fuxxxx Xommon Stock entitled to vote thereon, (y) the approval of Fuxxxx xs the sole stockholder of Fuxxxx Xavings and (z) the consent of the Office of Thrift Supervision ("OTS"). As of the date hereof, the executive officers of Fuxxxx xnow of no reason pertaining to Fuxxxx xhy any of the approvals referred to in Section 3.6(bthis SECTION 2.2(E) are duly and timely made or obtained and that Company Proposal is approved by the requisite Company stockholders, contravene or constitute a violation of any provision of any applicable Law binding upon or applicable to the Company or any of its Subsidiaries, other than, in the cases of clauses (iii) through (vii), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do should not constitute a Company Material Adverse Effectbe obtained.

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company performance of this Agreement and the Related Documentsby Buyer does not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not not, constitute (i) violate assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which Buyer or any of the Company Charter Documentsits Subsidiaries (or any of their respective properties) is subject, (ii) violate any provisions a breach or violation of, or a default under, the certificate of incorporation or bylaws of Buyer or the Company Subsidiary Charter Documents similar organizational documents of any Company Subsidiary, of its Subsidiaries or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (lien, pledge, security interest, charge or other than Permitted Liens) encumbrance upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company Buyer or any of its Subsidiaries (constituting a Material Adverse Effect) under under, any of the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company Buyer or any of its Subsidiaries is bound a party, or to which any of their respective properties is subject or assets may be subject. The consummation by Buyer of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (viix) assuming that the consents approval of Buyer as the sole shareholder of Acquisition Sub and (y) the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA and (z) approval of the Office of the Comptroller of the Currency ("OCC") of the Related Mergers (collectively, the "REQUISITE REGULATORY APPROVALS"). As of the date hereof, the executive officers of Buyer know of no reason pertaining to Buyer why any of the approvals referred to in this Section 3.6(b3.04d) are duly and timely made should not be obtained without undue delay or obtained and that Company Proposal is approved by the requisite Company stockholders, contravene or constitute a violation imposition of any provision of any applicable Law binding upon material condition or applicable to the Company or any of its Subsidiaries, other than, restriction described in the cases last sentence of clauses (iii) through (viiSection 6.01d), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. (a) The execution execution, delivery and delivery by the Company performance ----------------------- of this Agreement and the Related Documentsby CNS do not, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not not, constitute (i) violate assuming receipt of all Requisite Regulatory Approvals (as defined in Section 2.4(d)) and requisite stockholder approvals, a breach or violation of, or a default under, any provisions law, rule or regulation or any judgment, decree, order, governmental permit or license to which CNS or any of the Company Charter Documentsits Subsidiaries (or any of their respective properties) is subject, (ii) violate any provisions a breach or violation of, or a default under, the certificate of incorporation or bylaws of CNS or the Company Subsidiary Charter Documents similar organizational documents of any Company Subsidiary, of its Subsidiaries or (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach of any provision or violation of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default) default under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Company Material Contract, (iv) or result in the creation of any Lien (lien, pledge, security interest, charge or other than Permitted Liens) encumbrance upon any of the properties or assets of the Company or its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company CNS or any of its Subsidiaries (constituting a Material Adverse Effect) under under, any of the terms, conditions or provisions of any Contracts by note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which the Company CNS or any of its Subsidiaries is bound a party, or to which any of their respective properties is subject or assets may be subject. The consummation by CNS and CNS Bank of the transactions (viiincluding the Bank Merger) assuming that contemplated hereby (exclusive of the consents effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of CNS Common Stock entitled to vote thereon, (y) the approval of CNS as the sole stockholder of CNS Bank and (z) the consent of the Office of Thrift Supervision ("OTS"). As of the date hereof, the executive officers of CNS know of no reason pertaining to CNS why any of the approvals referred to in this Section 3.6(b2.3(e) are duly and timely made or should not be obtained and that Company Proposal is approved by without the requisite Company stockholders, contravene or constitute a violation imposition of any provision of any applicable Law binding upon material condition or applicable to the Company or any of its Subsidiaries, other than, restriction described in the cases last sentence of clauses (iii) through (viiSection 5.1(b), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.