2Authority of West Suburban; No Breach By Agreement Clause Samples

2Authority of West Suburban; No Breach By Agreement. (a) West Suburban has the corporate power and authority necessary to execute and deliver this Agreement, and subject to the shareholder and other approvals and actions described in this Agreement, to 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 West Suburban, subject to the approval of this Agreement by the holders of a two-thirds of the outstanding shares of West Suburban Common Stock in accordance with the terms of the articles of incorporation, as amended, and bylaws of West Suburban, which is the only West Suburban shareholder vote required for approval of this Agreement and consummation of the Merger (the “Requisite West Suburban Shareholder Approval”). Subject to any approvals referred to in Sections 8.1(a) and 8.1(b), this Agreement represents a legal, valid, and binding obligation of West Suburban, enforceable against West Suburban 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 the availability of the equitable remedies). (b) Neither the execution and delivery of this Agreement by West Suburban, nor the consummation by West Suburban and West Suburban Bank of the transactions contemplated hereby, nor compliance by West Suburban and West Suburban Bank with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the articles of incorporation, as amended, or bylaws of West Suburban or the articles of incorporation (or equivalent document) or bylaws of any West Suburban Subsidiary or any resolution adopted by the board of directors or the shareholders of any West Suburban Entity, or (ii) except as disclosed in Section 4.2(b) of the West Suburban Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any material Asset of any West Suburban Entity under, any West Suburban Contract or any material Permit of any West Suburban Entity, or (iii) subject to receipt of the requisite Consents referred to in Section 8.1, constitute or result in a Default under, ...