Approvals; Validity of Agreement. The Board of Directors of Corpus Christi Bancshares has approved the form, terms and provisions of this Agreement and the transactions contemplated hereby, including the merger of Corpus Christi Bancshares with and into TRD. The merger of CCB Nevada with and into TRD has been fully approved both by the Board of Directors of CCB Nevada and by Corpus Christi Bancshares as the sole shareholder on behalf of CCB Nevada. Shareholders holding voting common stock of Corpus Christi Bancshares are the only persons with the power to consider and vote upon the transactions herein described, on behalf of Corpus Christi Bancshares, including the right to vote on the merger of Corpus Christi Bancshares with and into TRD. The Principal Shareholders of Corpus Christi Bancshares have each executed a Shareholders Agreement and Irrevocable Proxy to evidence their consent to and written approval of the transaction herein described, and to evidence their agreement to vote for and support the approval of the transaction at the special shareholders' meeting to be called to consider the merger and have further agreed to take such actions as may be reasonably requested by Texas Regional in connection with preparation for and consummation of the transactions herein described. The Principal Shareholders own beneficially and of record not less than 36% of the outstanding common stock of Corpus Christi Bancshares (excluding for these purposes shares held by Texas Regional or any subsidiary of Texas Regional). Provided required approval is obtained as and to the extent required from applicable regulatory authorities, including the Federal Reserve Board and the Texas Banking Department, the execution, delivery and performance of this Agreement and the consummation of the merger contemplated herein, and the merger of First State Bank with and into Texas State Bank, will not conflict with, result in the breach of, constitute a default under or accelerate the performance provided by, (i) the terms of any law, order, rule or regulation of any governmental agency or authority or any judgment, order or decree of any court or other governmental agency to which Corpus Christi Bancshares or any subsidiary thereof may be subject; (ii) any contract, agreement or instrument to which Corpus Christi Bancshares or any subsidiary thereof is a party or pursuant to which Corpus Christi Bancshares or any subsidiary is bound; or (iii) the Articles of Incorporation or Bylaws of Corpus Christi Bancshares or t...

Approvals; Validity of Agreement. The Board of Directors of Texas United has approved this Agreement and the transactions contemplated hereby. No approval of this Agreement or the transactions contemplated hereby is required by the shareholders of Texas United Provided required approval is obtained to the extent required from applicable regulatory authorities, including the Federal Reserve Board and the Banking Department, the execution, delivery and performance of this Agreement and the consummation of the Merger, and the merger of FFSB with and into State Bank, will not conflict with, result in the breach of, constitute a default under or accelerate the performance provided by, (i) the terms of any law, order, rule or regulation of any governmental agency or authority or any judgment, order or decree of any court or other governmental agency to which Texas United or any subsidiary thereof may be subject; (ii) any material contract, agreement or instrument to which Texas United or any subsidiary thereof is a party or pursuant to which Texas United or any subsidiary is bound; or (iii) the Articles of Incorporation or Bylaws of Texas United or the corporate charter or bylaws of any of its subsidiaries. Provided required approval is obtained (as and to the extent required) from applicable regulatory authorities, including the Federal Reserve Board and the Banking Department, no consent or approval or other action by any party (including specifically but without limitation any party to a contract to which Texas United, TUN, State Bank, CTB, TCWA or the Trust is subject) is required for the execution, delivery and performance of this Agreement and consummation of the Merger, for the merger of the Company with and into TUN - 21 - Next Page or for the merger of FFSB with and into State Bank, as herein contemplated. The execution, delivery and performance of this Agreement and the consummation of the Merger, the merger of the Company with and into TUN and the merger of FFSB with and into State Bank, will not result in the creation of any lien, charge or encumbrance upon any of the assets or properties of Texas United or its subsidiaries or upon any of the stock of Texas United or its subsidiaries. This Agreement constitutes the legal, valid and binding obligation of Texas United, enforceable against Texas United in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ri...

Approvals; Validity of Agreement. The Board of Directors of Riverway Holdings has approved the form, terms and provisions of this Agreement and the transactions contemplated hereby. The Merger has been fully approved by the Board of Directors of Riverway Holdings and the Board of Riverway Holdings has recommended the Merger to the shareholders of Riverway Holdings. The subsequent merger of Riverway Delaware with and into TRD has been approved by the Board of Directors of Riverway Delaware and by Riverway Holdings as the sole shareholder on behalf of Riverway Delaware. Shareholders holding voting common stock of Riverway Holdings are the only persons with the power to consider and vote upon the transactions herein described, on behalf of Riverway Holdings, including the right to vote on the merger of Riverway Holdings with and into TRD. Each of the Principal Shareholders of Riverway Holdings has of even date herewith executed an Agreement and Irrevocable Proxy for the purposes of evidencing such shareholder's consent to and approval of the transaction herein described, pursuant to which each has agreed to vote for the transaction at the Riverway Holdings shareholders meeting and pursuant to which each has agreed to support and recommend the transaction to the other shareholders of Riverway Holdings. In addition, each of those Principal Shareholders who have an "A" designation opposite their names on Annex A have executed a Lock-Up Agreement pursuant to which each has agreed not to sell his, her or its shares of TRBS Common Stock for the period described in the Lock-Up Agreement. The Principal Shareholders own beneficially and of record not less than 60% of the outstanding common stock of Riverway Holdings and the Principal Shareholders who have an "A" designation opposite their names on Annex A own beneficially and of record not less than 50% of the outstanding common stock of Riverway Holdings. Provided required approval is obtained as and to the extent required from applicable regulatory authorities, including the Federal Reserve Board and the Texas Banking Department, the execution, delivery and performance of this Agreement and the consummation of the Merger contemplated herein, the merger of Riverway Delaware with and into TRD, and the merger of Riverway Bank with and into Texas State Bank, will not conflict with, result in the breach of, constitute a default under or accelerate the performance provided by, (i) the terms of any law, order, rule or regulation of any governmental agency ...

Approvals; Validity of Agreement. 2.12.1 The Board of Directors of Valley Mortgage has approved the form, terms and provisions of this Agreement and the transactions contemplated hereby, including the merger of Valley Mortgage with and into New Valley Mortgage. Shareholders holding voting Valley Mortgage Common Shares are the only persons with the power to consider and vote upon the transactions herein described on behalf of Valley Mortgage, including the right to vote on the merger of Valley Mortgage with and into New Valley Mortgage. The Principal Shareholders of Valley Mortgage have each executed a Shareholders Agreement and Irrevocable Proxy to evidence their consent to and written approval of the transactions herein described, and to evidence their agreement to vote for and support the approval of the transactions at the special shareholders’ meeting to be called to consider the merger and have further agreed to take such actions as may be reasonably requested by Texas Regional in connection with preparation for and consummation of the transactions herein described. The Principal Shareholders own beneficially and of record not less than 85% of the outstanding common stock of Valley Mortgage. 2.12.2 The execution, delivery and performance of this Agreement and the consummation of the merger contemplated herein will not conflict with, result in the breach of, constitute a default under or accelerate the performance provided by, (i) the terms of any law, order, rule or regulation of any governmental agency or authority or any judgment, order or decree of any court or other governmental agency to which Valley Mortgage may be subject; (ii) any contract, agreement or instrument to which Valley Mortgage is a party or pursuant to which Valley Mortgage is bound; or (iii) the Articles of Incorporation or Bylaws of Valley Mortgage. Provided that the shareholders of Valley Mortgage vote to approve the merger of Valley Mortgage with and into New Valley Mortgage, no consent or approval or other action by any party (including specifically but without limitation any party to a contract to which Valley Mortgage is subject) is required for the execution, delivery and performance of this Agreement and consummation of the transaction herein described, as herein contemplated. The execution, delivery and performance of this Agreement and the consummation of the transactions herein described, will not constitute an event which with the lapse of time or action by a third party could result in a default under...

Approvals; Validity of Agreement. The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby. Shareholders holding voting common stock of the Company are the only shareholders with the power to consider and vote upon the transactions herein described. The undersigned common shareholders of the Company (as defined above, the "Affiliate Shareholders") have joined into the execution hereof to evidence their approval of the Merger, and to evidence their agreement to vote their shares in favor of the adoption of this Agreement at the special shareholders' meeting to be called to consider this Agreement. The Affiliate Shareholders own beneficially and of record not less than 13.9% of the outstanding common stock of the Company. Provided required approval is obtained as and to the extent required from applicable regulatory authorities, including the Federal Reserve Board and the Banking Department, and the Series A Preferred Stock is redeemed prior to the merger of FFSB with and into State Bank, the execution, delivery and performance of this Agreement and the consummation of the Merger, and the merger of FFSB with and into State Bank, will not, except as set forth on Schedule 2.11, conflict with, result in the breach of, constitute a default under or accelerate the performance provided by, (i) the terms of any law, order, rule or regulation of any governmental agency or authority or any judgment, order or decree of any court or other governmental agency to which the Company or any subsidiary thereof may be subject; (ii) any material contract, agreement or instrument to which the Company or any subsidiary thereof is a party or pursuant to which the Company or any subsidiary is bound; or (iii) the Certificate or Bylaws of the Company or the Charter or Bylaws of FFSB. Provided required approval is obtained (as and to the extent required) from applicable regulatory authorities, including the Federal Reserve Board and the Banking Department, and provided that the shareholders of the Company vote to adopt this Agreement, and the Series A Preferred Stock is redeemed prior to the merger of FFSB with and into State Bank, no consent or approval or other action by any party (including specifically but without limitation any party to a - 14 - Next Page contract to which the Company or FFSB is subject), other than Texas United, TUN, TUA and State Bank is required for the execution, delivery and performance of this Agreement and consummation of the Merger, for t...

Related to Approvals; Validity of Agreement

Validity of Agreement The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 12 (a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.
Authorization; Validity of Agreement (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.
Validity of Agreements Each of this Agreement and the Indenture has been duly executed and delivered on behalf of the Republic and constitutes a valid and binding obligation of the Republic, enforceable against the Republic in accordance with its terms.
Authorization and Validity of Agreement The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
Authorization and Validity of Agreements The Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Purchaser. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its respective terms.
Authorization; Validity of Agreement; Company Action The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Authorization; Validity of Agreement; Necessary Action Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Authorization and Validity of this Agreement This Agreement and each of the Transactional Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than SKYC), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Each of the Shareholders and FDH has all requisite legal capacity to execute and deliver this Agreement and the Transactional Agreements to which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery by FDH and each Shareholder of this Agreement and the Transaction Agreements (to the extent either is a party thereto), and the consummation of the transactions contemplated herein and therein (the “Transactions”) have been authorized by all necessary corporate or other action on the part of FDH and each of the Shareholders. This Agreement and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than SKYC).
Corporate Authorization; Validity of Agreement; Necessary Action Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and constitutes the legal, valid and binding obligation of Parent and Merger, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.
Validity of the Agreement This Agreement constitutes the legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms.

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