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

Authority; No Breach By Agreement. (a) ONSB has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stock. The execution, delivery, and performance of this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and the consummation of the transactions contemplated herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of ONSB, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stock. Subject to such requisite shareholder approval, this Agreement, the Option Agreement and the Confidentiality Agreement represent, and, when executed and delivered, the Plan of Merger will represent, legal, valid, and binding obligations of ONSB, enforceable against ONSB in accordance with their respective 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 such proceeding may be brought).

Authority; No Breach By Agreement. (a) ONSB Triangle has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stock. The execution, delivery, and performance of this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger Merger, and the consummation of the transactions contemplated herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of ONSBTriangle, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds a majority of the outstanding shares of ONSB Triangle Common StockStock entitled to be cast thereon, which is the only stockholder vote required for approval of this Agreement and the Plan of Merger and consummation of the Merger by Triangle. Subject to such requisite shareholder stockholder approval, this Agreement, the Option Agreement and the Confidentiality Agreement represent, and, when executed and delivered, the Plan of Merger will represent, represent legal, valid, and binding obligations of ONSBTriangle, enforceable against ONSB Triangle in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, 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 such proceeding may be brought).

Authority; No Breach By Agreement. (a) ONSB LSB has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement, the Option Agreement, Agreement and the Confidentiality Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby, subject to the approval of this Agreement and the Plan issuance of Merger LSB Common Stock contemplated herein by the holders of two-thirds a majority of the outstanding shares of ONSB LSB Common Stock. The execution, delivery, delivery and performance of this Agreement, the Option Agreement, Agreement and the Confidentiality Agreement and the Plan of Merger and the consummation of the transactions contemplated herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of ONSBLSB, subject to the approval of this Agreement and the Plan issuance of Merger LSB Common Stock contemplated herein by the holders of two-thirds a majority of the outstanding shares of ONSB LSB Common Stock. Subject to such requisite shareholder approval, this Agreement, the Option Agreement and the Confidentiality Agreement represent, and, when executed and delivered, the Plan of Merger will represent, represent legal, valid, and binding obligations of ONSBLSB, enforceable against ONSB LSB in accordance with their respective 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 such proceeding may be brought).

Authority; No Breach By Agreement. (a) ONSB Buyer has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stockhereby. The execution, delivery, delivery and performance of this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of ONSBBuyer, subject to the approval of the issuance of the shares of Buyer Common Stock pursuant to the Merger by a majority of the votes cast at the Buyer Stockholders' Meeting (assuming for such purpose that the votes cast in respect of such proposal represent a majority of the outstanding Buyer Common Stock), which is the only stockholder vote required for approval of this Agreement and the Plan of Merger by the holders of two-thirds consummation of the outstanding shares of ONSB Common Stockmerger by Buyer. Subject This Agreement has been duly executed and delivered by Buyer, and subject to such requisite shareholder stockholder approval, this Agreement, the Option Agreement and the Confidentiality Agreement represent, and, when executed and delivered, the Plan of Merger will represent, represents a legal, valid, and binding obligations obligation of ONSBBuyer, enforceable against ONSB Buyer in accordance with their respective its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, 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 such proceeding may be brought).

Authority; No Breach By Agreement. (a) ONSB FNB has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliversubject to the approval and adoption of this Agreement by the shareholders of FNB and to such Consents of Regulatory Authorities as required under applicable law, and to perform its obligations under this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stockhereby. The execution, delivery, and performance of this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger by FNB and the consummation by FNB of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of ONSBFNB, subject to the approval of this Agreement and the Plan by its shareholders as contemplated by Section 8.1 of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stockthis Agreement. Subject to such requisite shareholder approvalapproval (and assuming due authorization, execution and delivery by Promistar) and to such Consents of Regulatory Authorities as required by applicable law, this Agreement, the Option Agreement and the Confidentiality Agreement represent, and, when executed and delivered, the Plan of Merger will represent, represents a legal, valid, and binding obligations obligation of ONSBFNB, enforceable against ONSB FNB in accordance with their respective 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 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 such proceeding may be brought).

Authority; No Breach By Agreement. (a) ONSB Ambanc has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stock. The execution, delivery, and performance of this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger Merger, and the consummation of the transactions contemplated herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of ONSBAmbanc, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds a majority of the issued and outstanding shares of ONSB Ambanc Common Stock, voting together as one class, as required by Law, which is the only stockholder vote required for approval of this Agreement and the Plan of Merger and consummation of the Merger by Ambanc. Subject to such requisite shareholder stockholder approval, this Agreement, the Option Agreement and the Confidentiality Agreement represent, and, when executed and delivered, the Plan of Merger will represent, represent legal, valid, and binding obligations of ONSBAmbanc, enforceable against ONSB Ambanc in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, 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 such proceeding may be brought).

Authority; No Breach By Agreement. (a) ONSB Capital has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stock. The execution, delivery, and performance of this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger Merger, as appropriate, and the consummation of the transactions contemplated herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of ONSBCapital, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds a majority of the outstanding shares of ONSB Capital Common Stock, which is the only shareholder vote required for approval of this Agreement and the Plan of Merger and consummation of the Merger by Capital. Subject to such requisite shareholder approval, this Agreement, the Option Agreement and the Confidentiality Agreement represent, and, when executed and delivered, the Plan of Merger will represent, (which for purposes of this sentence shall not include the Stock Option Agreement) represent legal, valid, and binding obligations of ONSBCapital, enforceable against ONSB Capital in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, 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 such proceeding may be brought).

Authority; No Breach By Agreement. (a) ONSB The Company has the corporate power and authority necessary to execute, deliverdeliver and, other than with respect to the Merger, perform this Agreement and each other certificate or agreement entered into in connection with the Merger (collectively, the “Transaction Documents”), and the other transactions contemplated hereby, and with respect to the Merger, upon the approval and adoption of this Agreement and the approval of the Merger by the Company’s stockholders in accordance with this Agreement and the DGCL, to perform its obligations under this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby. The execution, subject to the approval delivery and performance of this Agreement and the Plan of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stock. The execution, delivery, and performance of this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger other Transaction Documents and the consummation of the transactions contemplated herein hereby and thereinthereby, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of ONSBthe Company, subject to the approval and adoption of this Agreement and the Plan of Merger by the holders of two-thirds a majority of the outstanding shares of ONSB Company Common StockStock as contemplated by Section 8.1, which is the only stockholder vote required for the approval and adoption of this Agreement and consummation of the Merger by the Company. Subject to such requisite shareholder approvalthe Company Stockholder Approval, this Agreement, the Option Agreement and the Confidentiality Agreement represent, and, when executed and delivered, the Plan of Merger will represent, other Transaction Documents represent a legal, valid, valid and binding obligations obligation of ONSBthe Company, enforceable against ONSB the Company in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar other 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 such proceeding proceedings may be brought).