Authority and Related Matters. The Purchaser has all requisite power and authority to enter into this Agreement and any Transactional Agreement to which it is or will be a party and to consummate the Transactions. The execution and delivery of this Agreement and any Transactional Agreement to which the Purchaser is a party and the consummation of the Transactions have been duly authorized by all necessary organizational action on the part of the Purchaser, and no further action is required on the part of the Purchaser to authorize the Agreement and any Transactional Agreement to which it is a party and the Transactions. This Agreement and any Transactional Agreement to which it is a party have been duly executed and delivered by the Purchaser, and assuming the due authorization, execution and delivery by the other parties to such Transactional Agreements, constitutes or will constitute a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except that such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and to rules of law governing specific performance, injunctive relief or other equitable remedies.
Authority and Related Matters. (a) Such Seller has all requisite power to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. With respect to any Seller that is a corporation or a partnership, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including without limitation the Stock Purchase, by such Seller have been duly and validly authorized by the Board of Directors or other governing body of such Seller and no other corporate or similar proceedings on the part of such Seller, and, as the case may be, its Board of Directors or other governing body or its stockholders or partners are necessary therefor. This Agreement has been duly executed and delivered by such Seller, and, assuming the due execution hereof by each of the Company, Buyer and the other Sellers, this Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. With respect to any Seller that is a corporation or a partnership, such Seller, to the extent applicable, is duly organized, validly existing and in good standing under the laws of its state of organization.
Authority and Related Matters. Subject only to the approvals of the Shareholders as specified in the immediately following sentence, Eldorado (a) has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the Merger), and (b) has duly authorized the execution and delivery of this EXECUTION VERSION Agreement and the consummation of such transactions (including the Merger) by all necessary corporate action on the part of Eldorado. The only vote of the holders of any class or series of Eldorado's securities necessary to approve this Agreement or the consummation of the Merger is the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon approving the Merger. No other corporate proceedings on the part of Eldorado not heretofore taken are necessary to approve this Agreement or to consummate the Merger. This Agreement has been duly executed and delivered by Eldorado and (assuming due authorization, execution and delivery by CSBI) constitutes the valid and binding obligation of Eldorado, enforceable in accordance with its terms, subject only to Laws regarding bankruptcy, insolvency, reorganization moratorium or otherwise affecting creditors' rights generally, and to the application of general principles of equity (whether considered in a proceeding at law or in equity).
Authority and Related Matters. CSBI has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly authorized by all necessary action on the part of CSBI, including approval by its board of directors. This Agreement has been duly executed and delivered by CSBI and (assuming due authorization, execution and delivery by Eldorado) constitutes the valid and binding obligation of CSBI, enforceable against CSBI in accordance with its terms subject only to Laws regarding bankruptcy, insolvency, reorganization moratorium or otherwise affecting creditors' rights generally, and to the application of general principles of equity (whether considered in a proceeding at law or in equity).
Authority and Related Matters. Each of Parent and Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by each of Parent and Purchaser of this Agreement and the performance by it of its obligations have been duly authorized by all necessary corporate action on the part of Parent and Purchaser. Parent, as sole stockholder of Purchaser, has approved and adopted this Agreement. Each of Parent and Purchaser has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and conditions.
Authority and Related Matters. Subject only to the approval of the Stock Purchase and this Agreement by the Community and Centennial Governmental Approvals, Palomar and Community (a) have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the Stock Purchase), and (b) have duly authorized the execution and delivery of this Agreement, and the consummation of such transactions (including the Stock Purchase) by all necessary corporate action on the part of Palomar's and Community's Boards of Directors. This Agreement has been duly executed and delivered by Palomar and Community and assuming due authorization, execution and delivery by Centennial, constitutes the valid and binding obligation of Palomar and Community, enforceable in accordance with its terms subject only to laws regarding bankruptcy, insolvency, reorganization, moratorium or otherwise affecting creditors' rights generally, to the application of general principles of equity (whether considered in a proceeding in law or at equity), and to the provisions of 12 U.S.C. Section 1818(b)(6)(D) and the powers of the FDIC thereunder.
Authority and Related Matters. Subject only to the Community and Centennial Governmental Approvals, Centennial (a) has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the Stock Purchase), and (b) has duly authorized the execution and delivery of this Agreement, and the consummation of such transactions (including the Stock Purchase) by all necessary corporate action on the part of Centennial's Board of Directors. This Agreement has been duly executed and delivered by Centennial and, assuming due authorization, execution and delivery by Community, constitutes the valid and binding obligation of Centennial, enforceable in accordance with its terms subject only to laws regarding bankruptcy, insolvency, reorganization, moratorium or otherwise affecting creditors' rights generally, to the application of general principles of equity (whether considered in a proceeding in law or at equity).
Authority and Related Matters. Subject only to the approvals of the holders of SUBJECT COMPANY Common Stock as specified in the immediately following sentence, SUBJECT BANK (a) has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the Merger), and (b) has duly authorized the execution and delivery of this Agreement and the SUBJECT BANK Stock Option Agreement, and the consummation of such transactions (including the Merger) by all necessary corporate action on the part of SUBJECT BANK's Board of Directors. The only vote of the holders of any class or series of SUBJECT BANK's securities necessary to approve this Agreement or the consummation of the Merger is the affirmative vote of the holders of a majority of the outstanding shares of SUBJECT BANK Common Stock entitled to vote thereon approving the Merger, and the Board of Directors has directed the officers of SUBJECT BANK to submit the Merger and this Agreement to the SUBJECT BANK Shareholders for approval at a meeting of such shareholders. No other corporate proceedings on the part of SUBJECT BANK not heretofore taken are necessary to approve this Agreement or to consummate the Merger. This Agreement has been duly executed and delivered by SUBJECT BANK and, subject to such approval by the SUBJECT BANK Shareholders and assuming due authorization, execution and delivery by the Company, constitutes the valid and binding obligation of SUBJECT BANK, enforceable in accordance with its terms subject only to laws regarding bankruptcy, insolvency, reorganization, moratorium or otherwise affecting creditors' rights generally, and to the application of general principles of equity (whether considered in a proceeding in law or at equity).
Authority and Related Matters. 32 SECTION 3.2
Authority and Related Matters. 29 SECTION 4.2. NO FINDER................................................................................30
