Approvals; Authority. (a) The Board of Directors (or a duly authorized committee of the Board of Directors) of FBC has approved this Agreement, the Ancillary Agreements and the matters contemplated herein and therein. No further corporate proceedings of FBC are needed to execute and deliver this Agreement and consummate the Merger. Each of this Agreement and the Ancillary Agreements to which FBC is a party has been authorized, duly executed and delivered by FBC and is a legal, valid and binding agreement of FBC enforceable against FBC in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.
(b) The sole member of Merger Subsidiary has approved this Agreement and the matters contemplated herein. FBC, in its capacity as the sole member of Merger Subsidiary, has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Merger Subsidiary are needed to execute and deliver this Agreement and consummate the Merger. This Agreement has been duly authorized, executed and delivered by Merger Subsidiary and is a legal, valid and binding agreement of Merger Subsidiary enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.
(c) At the Closing, all other agreements, documents and instruments to be executed and delivered by FBC, the Merger Subsidiary or Franklin which are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.
Approvals; Authority. (a) The Board of Directors of Parent has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Parent are needed to execute and deliver this Agreement or to consummate the Merger. This Agreement has been authorized, duly executed and delivered by Parent and is a legal, valid and binding agreement of Parent enforceable against Parent in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.
(b) The Board of Directors of Merger Sub has approved this Agreement and the matters contemplated herein. Parent, in its capacity as the sole shareholder of Merger Sub, has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Merger Sub are needed to execute and deliver this Agreement or to consummate the Merger. This Agreement has been duly authorized, executed and delivered by Merger Sub and is a legal, valid and binding agreement of Merger Sub enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.
(c) At the Closing, all other agreements, documents and instruments to be executed and delivered by Parent or Merger Sub that are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.
Approvals; Authority. (a) SNB has full corporate power and authority to execute and deliver this Agreement (and any related documents), and SNB and each of its Subsidiaries has full legal capacity, power and authority to perform their respective obligations hereunder and thereunder and to consummate the contemplated transactions.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of SNB. The Board of Directors of SNB has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of SNB and its shareholders, and has directed that the Agreement be submitted to SNB’s shareholders for approval and adoption. Except for the approval of the shareholders of SNB, no further actions or corporate proceedings on the part of SNB are necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by SNB and is a duly authorized, valid, legally binding agreement of SNB enforceable against SNB in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.
Approvals; Authority. (a) Texas United has full corporate power and authority to execute and deliver this Agreement (and any related documents), and Texas United and each of its Subsidiaries has full legal capacity, power and authority to perform their respective obligations hereunder and thereunder and to consummate the contemplated transactions. Except for the approval of the shareholders of Texas United, all actions or proceedings on the part of Texas United necessary to approve this Agreement (and any related documents) and to consummate the contemplated transactions have been taken.
(b) The Board of Directors of Texas United has duly and validly approved this Agreement and the transactions contemplated herein, subject to the approval of the shareholders of Texas United as required by law, and, other than shareholder approval, and no further action by holders of Texas United Common Stock or any other corporate proceedings of Texas United are needed to execute and deliver this Agreement and consummate the Merger. This Agreement has been duly executed and delivered by Texas United and is a duly authorized, valid, legally binding agreement of Texas United enforceable against Texas United in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.
Approvals; Authority. The Board of Directors of Purchaser has approved this Agreement and the transactions contemplated herein, and, subject to any regulatory approvals, no further corporate proceedings of Purchaser are needed to execute and deliver this Agreement and consummate the Acquisition. This Agreement has been duly executed and delivered by Purchaser and is a duly authorized, valid, legally binding agreement of Purchaser enforceable against Purchaser in accordance with its terms.
Approvals; Authority. (a) Prosperity has full corporate power and authority to execute and deliver this Agreement (and any related documents), and Prosperity and each of its Subsidiaries has full legal capacity, power and authority to perform their respective obligations hereunder and thereunder and to consummate the contemplated transactions.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated thereby have been duly, validly and unanimously approved by the Board of Directors of Prosperity. The Board of Directors of Prosperity has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Prosperity and its shareholders. Except as otherwise provided herein, no further actions or corporate proceedings on the part of Prosperity or any of its Subsidiaries are necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Prosperity and is a duly authorized, valid, legally binding agreement of Prosperity enforceable against Prosperity in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.
Approvals; Authority. The Bank has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Bank and, other than the approval of this Agreement by the holders of at least two-thirds of the Bank Stock as required by applicable law, no further corporate proceedings of the Bank are needed to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Bank and each is a legal, valid and binding agreement of the Bank enforceable against the Bank in accordance with its terms, subject to the effect of insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. At the Closing, all other agreements, documents and instruments to be executed and delivered by the Bank that are referred to herein or contemplated hereby will have been duly executed and delivered by the Bank and will constitute the legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with their respective terms and conditions, subject to the effect of insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and by general equitable principles.
Approvals; Authority. (a) The partners of AALP have approved this Agreement and the matters contemplated herein. No further proceedings of AALP are needed to execute and deliver this Agreement and consummate the Merger. This Agreement has been authorized, duly executed and delivered by AALP and is a legal, valid and binding agreement of AALP enforceable against AALP in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and general equitable principles.
(b) At the Closing, all other agreements, documents and instruments to be executed and delivered by AALP which are referred to herein or contemplated hereby will have been duly executed and delivered by AALP and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and general equitable principles.
Approvals; Authority. The Boards of Directors of Bancshares and Bayshore have each approved this Agreement and the transactions contemplated herein subject to the approval thereof by the shareholders of Bancshares and Bayshore as required by law, and, other than shareholder approval required by law, no further corporate proceedings of Bancshares or Bayshore are needed to deliver this Agreement and consummate the Consolidations. This Agreement has been duly executed and delivered by Bancshares and Bayshore and, when all requisite regulatory and shareholder approvals have been obtained, it will be a binding agreement of Bancshares and Bayshore enforceable against each entity in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and general equitable principles.
Approvals; Authority. (a) Prosperity has full corporate power and authority to execute and deliver this Agreement (and any related documents), and Prosperity and each of its Subsidiaries has full legal capacity, power and authority to perform their respective obligations hereunder and thereunder and to consummate the contemplated transactions.
(b) The Board of Directors of Prosperity has approved this Agreement and the matters contemplated herein. No further actions or corporate proceedings on the part of Prosperity are necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been authorized, duly executed and delivered by Prosperity and is a legal, valid and binding agreement of Prosperity enforceable against Prosperity in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and general equitable principles.
(c) The Board of Directors of Prosperity Bank has approved this Agreement and the matters contemplated herein. Except for the approval of the sole shareholder of Prosperity Bank, no further actions or corporate proceedings on the part of Prosperity are necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been authorized, duly executed and delivered by Prosperity Bank and is a legal, valid and binding agreement of Prosperity Bank enforceable against Prosperity Bank in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and general equitable principles.
