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.
(b) Such Seller is the record and beneficial owner of the aggregate number of shares of Common Stock or Non-voting Common Stock, as the case may be, listed opposite its respective name on Schedule 2.1 hereto. In addition, if such Seller is designated on Schedule 2.1 hereto as holding Options, such Seller will, at the Closing, also be the record and beneficial owner of that number of shares of Common Stock equal to that number of Options listed opposite such Seller's name on such Schedule, other than with respect to any Options such Seller does not exercise and which are terminated pursuant to Section 6.9 hereof. Except for this Agreement and the transactions contemplated hereby, and except as disclosed on Schedules 3.2 and 2.1, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments or understandings of any character to which such Seller is a party or by which any of his, her or its respective assets is bound and relating to the issuance, sale, purchase, redemption, conver...
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. 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. 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. 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. (a) The Stockholder has full legal right, power, capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and, for the Stockholders other than natural persons, such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has taken all corporate action necessary to authorize the execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes a valid and legally binding obligation of such Stockholder enforceable against such Stockholder in accordance with it terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(b) The Stockholder is the record owner of the aggregate number and class of shares of capital stock of the Company listed beside its name on Exhibit A and such shares are the only shares of capital stock of the Company owned by such Stockholder. Except for this Agreement and the transactions contemplated hereby, there are no agreements, arrangements, warrants, options, puts, calls or other rights, of any character to which such Stockholder is a party or by which any shares of capital stock of the Company owned by Stockholder are bound relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any such shares, other than those which, pursuant to their terms, will terminate immediately on the Closing Date. At Closing, the Stockholder will transfer good and valid title to the Shares to be sold by such Stockholder to the Purchaser free of any preemptive or subscription rights and free and clear of all Encumbrances other than those created by the Purchaser.
(c) The execution and delivery by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby not:
(i) violate, conflict with, result with the giving of notice or lapse of time or both in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acce...
Authority and Related Matters. (a) Such Shareholder has full legal right, power, capacity and authority to execute and deliver this Agreement and to perform such Shareholder's obligations hereunder. This Agreement is the valid and binding obligation of such Shareholder in accordance with its terms (except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to creditors' rights generally or by general principles of equity and public policy).
(b) Such Shareholder is the owner of the number of Pre-Recapitalization Shares listed beside such Shareholder's name on Exhibit A, free and clear of all Encumbrances.
(c) Except as set forth in Schedule 4.1, the execution and delivery by such Shareholder of this Agreement and the consummation by such Shareholder of any of the transactions contemplated hereby will not:
(i) violate, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under any charter, bylaws, trust agreement, partnership agreement or certificate of partnership or other organizational documents of the Shareholder, or, except as would not prevent or delay the consummation of the transactions contemplated hereby, any note, instrument, agreement, mortgage, lease, license, franchise, Governmental Permit or judgment, order, award or decree to which such Shareholder is a party or by which the Shareholder is bound, or any Law affecting such Shareholder; or
(ii) require the approval, consent, authorization or act of, or the making by such Shareholder of any declaration, filing or registration with, any Governmental Body.
(d) There is no action, suit, proceeding or investigation pending or, to the knowledge of such Shareholder, threatened, against such Shareholder which might affect, restrict or delay such Shareholder's ability to consummate the transactions contemplated by this Agreement.
Authority and Related Matters. (a) Each of the Bank and Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the Merger), and has duly authorized the execution and delivery of this Agreement and the consummation of such transactions (including the Merger) by all necessary corporate action on the part of their respective Boards of Directors. No vote of the holders of any class or series of Parent's securities is necessary to approve this Agreement or the consummation of the Merger. The vote of Parent, as sole shareholder of the Bank, in favor of the Merger will be obtained prior to Closing. This Agreement has been duly executed and delivered by the Bank and Parent and (assuming due authorization, execution and delivery by Asiana) constitutes the valid and binding obligation of each of the Bank and Parent, enforceable in accordance with its terms, subject only to laws regarding receivership, conservatorship, 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).
(b) Merger Sub will have at Closing all requisite corporate power and authority to consummate the transactions contemplated hereby (including the Merger) and will have duly authorized the consummation of such transactions (including the Merger) by all necessary corporate action on the part of Merger Sub's Board of Directors. The only vote of the holders of any class or series of Merger Sub'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 Merger Sub Common Stock entitled to vote thereon approving the Merger, all of which will be held by the Bank at the Closing and voted in favor of the Merger by written consent.
