Common use of Authority; No Breach By Agreement Clause in Contracts

Authority; No Breach By Agreement. (a) The Company has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company, subject to the approval of this Agreement by the holders of a majority of the outstanding Company Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by the Company. Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach By Agreement. (a) The Company FNBG has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the CompanyFNBG, subject to the approval of this Agreement by the holders of a majority of the outstanding Company shares of FNBG Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by the CompanyFNBG. Subject to such requisite shareholder approval, this Agreement represents a legal, valid, valid and binding obligation of the CompanyFNBG, enforceable against the Company FNBG in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach By Agreement. (a) The Company Lochaven has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the CompanyLochaven, subject to the approval of this Agreement by the required vote of the holders of a majority outstanding shares of the outstanding Company Lochaven Common Stock, which is the only shareholder stockholder vote required for approval of this Agreement and consummation of the Merger by the CompanyLochaven. Subject to such requisite shareholder stockholder approval, this Agreement represents a legal, valid, valid and binding obligation of the CompanyLochaven, enforceable against the Company Lochaven in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights Rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).