Common use of Authority and Related Matters Clause in Contracts

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, conversion, exchange, registration, voting or transfer of any shares of Common Stock, Non-voting Common Stock or other capital stock of the Company or other securities convertible into capital stock of the Company. Upon consummation of the Stock Purchase at the Closing, as contemplated by this Agreement, good title to the Securities to be sold by such Seller will be delivered to Buyer, free and clear of any Encumbrances. (c) Except as described in Section 4.1(d) hereof, neither the execution and delivery by such Seller of this Agreement nor the consummation by such Seller of the transactions contemplated hereby will violate, conflict with, result in (or with the passage of time would result in) a breach of the terms, conditions or provisions of, or constitute a default (with or without notice or lapse of time, or both), an event of default or an event creating rights of acceleration, amendment, termination or cancellation or a loss of rights under, or result in (or with the passage of time or notice would result in) the creation or imposition of any Encumbrance upon any of such Seller's Securities or any of the assets or properties of such Seller under any certificate of incorporation, by-laws, trust agreement, partnership agreement, the Stockholders Agreement or certificate of partnership or other constitutive documents of such Seller, any note, instrument, agreement, mortgage, lease, license, franchise, Permit or judgment, order, award or decree to which such Seller is a party (other than the Management Notes and Stock Pledge Agreements) or by which such Seller or any Securities of such Seller are bound, or any statute, other law or regulatory provision affecting such Seller or any Securities of such Seller. (d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by such Seller (or, by reason of facts pertaining to such Seller, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 4.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, impair or delay the consummation of the Stock Purchase by such Seller.

Authority and Related Matters. (a) Such Seller The Trustee has all requisite power full legal right, power, capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder and all of the other instruments contemplated hereby, to consummate the transactions contemplated hereby. With respect to any Seller that is a corporation or a partnership, hereby (including the execution New Stockholders' Agreement) and delivery of this by the Merger Agreement and to comply with the consummation of the transactions contemplated herebyterms, including without limitation the Stock Purchase, by such Seller have been duly conditions and validly authorized by the Board of Directors or other governing body of such Seller provisions hereof 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 thereforthereof. This Agreement has been duly executed is, and delivered by such Seller, and, assuming the due execution hereof by each other instrument of the CompanyTrustee contemplated hereby (including the New Stockholders' Agreement) will be, Buyer and the other Sellers, this Agreement constitutes the legal, valid and binding obligation of such Sellerthe Trustee, enforceable against such Seller it 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 The ESOT is the record and beneficial owner of the aggregate number of 5,663,721 shares of Common Series A Preferred Stock or Non-voting Common Stockof the Company, 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 of which 2,250,049 constitute Allocated Shares 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 hereof3,413,672 constitute Unallocated Shares. Except for this Agreement and the transactions contemplated herebyhereby (including the New Stockholders' Agreement), and except as disclosed on Schedules 3.2 and 2.1in the Merger Agreement or the Plan, there are no agreements, arrangements, warrants, options, puts, calls, rights rights, option or other employee benefit plans or other commitments or understandings of any character to which such Seller the ESOT is a party or by which any of his, her or its respective assets (including the ESOP Shares) is bound and relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any shares of Common Stock, Non-voting Common Stock or other capital stock of the Company ESOP Shares or other securities convertible into capital stock of Holdings or the Company. Upon consummation As of the Stock Purchase at the Closing, as contemplated by this Agreement, good title Closing Date and subject to the Securities Company's releasing the ESOP Shares from the Company's pledge agreement with the ESOT, the ESOP Shares to be sold by such Seller to MergerCo will be delivered transferred to Buyer, MergerCo free of any preemptive or subscription rights and free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sales or other title retention agreements, defect in title, covenants or other encumbrances or restrictions of any kind (collectively, "Encumbrances"). (c) Except as described in Section 4.1(d) hereof, neither Neither the execution and delivery by such Seller the Trustee of this Agreement nor or of any of the other instruments contemplated hereby to be executed by it (including the New Stockholders' Agreement), the consummation by such Seller the Trustee of any of the transactions contemplated hereby will violatehereby, nor compliance by the Trustee with or fulfillment by the Trustee of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in (or with the passage of time would result in) a breach of the terms, conditions or provisions of, or constitute a default (with or without notice or lapse of time, or both)default, an event of default or an event creating rights of acceleration, amendment, termination or cancellation or a loss of rights under, or result in (or with the passage of time or notice would result in) the creation or imposition of any Encumbrance upon any of such Seller's Securities or upon, any of the assets or properties of such Seller the Trustee or the ESOT under any certificate of incorporationcharter, by-laws, trust agreement, partnership agreement, the Stockholders Agreement agreement or certificate of partnership or other constitutive documents of such Sellerthe Trustee and the ESOT (including the ESOP), any note, instrument, agreement, mortgage, lease, license, franchise, Governmental Permit (as defined in the Merger Agreement) or judgment, order, award or decree to which such Seller the Trustee or the ESOT is a party (other than the Management Notes and Stock Pledge Agreements) or by which such Seller or any Securities of such Seller are bound, or any statute, other law or regulatory provision affecting such Seller or any Securities of such Seller. (d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by such Seller (or, by reason of facts pertaining to such Seller, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement Trustee or the consummation of ESOT (provided that the transactions contemplated hereby, except for (i) those set forth on Schedule 4.1, Trustee makes no representation with respect to ERISA); or (ii) filings under require the HSR Actapproval, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer consent, authorization or its Affiliatesact of, or the making by the Trustee of any declaration, filing or registration with, any third Person or any Governmental Body (iv) those that the failure to make, file, give or obtain would not, individually or as defined in the aggregate, impair or delay the consummation of the Stock Purchase by such SellerMerger Agreement).

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) Such Seller has all requisite corporate power and authority to execute and deliver enter into 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 partnershiphereby (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 transactions contemplated herebyMerger 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, including without limitation the Stock Purchase, by such Seller have been duly and validly authorized by the Board of Directors or other governing body 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 Seller and no shareholders. 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 SUBJECT BANK not heretofore taken are necessary thereforto approve this Agreement or to consummate the Merger. This Agreement has been duly executed and delivered by such Seller, SUBJECT BANK and, subject to such approval by the SUBJECT BANK Shareholders and assuming the due authorization, execution hereof and delivery by each of the Company, Buyer and the other Sellers, this Agreement constitutes the legal, valid and binding obligation of such SellerSUBJECT BANK, enforceable against such Seller in accordance with its terms, except for (i) the effect of any applicable terms subject only to laws regarding bankruptcy, insolvency, reorganization, moratorium or otherwise affecting creditors' rights generally, and similar laws relating to or affecting the rights application of creditors generally and (ii) the effect of equitable general principles of general application. With respect to any Seller that is equity (whether considered in a corporation or a partnership, such Seller, to the extent applicable, is duly organized, validly existing and proceeding 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, conversion, exchange, registration, voting or transfer of any shares of Common Stock, Non-voting Common Stock or other capital stock of the Company or other securities convertible into capital stock of the Company. Upon consummation of the Stock Purchase at the Closing, as contemplated by this Agreement, good title to the Securities to be sold by such Seller will be delivered to Buyer, free and clear of any Encumbrances. (c) Except as described in Section 4.1(d) hereof, neither the execution and delivery by such Seller of this Agreement nor the consummation by such Seller of the transactions contemplated hereby will violate, conflict with, result in (or with the passage of time would result in) a breach of the terms, conditions or provisions of, or constitute a default (with or without notice or lapse of time, or both), an event of default or an event creating rights of acceleration, amendment, termination or cancellation or a loss of rights under, or result in (or with the passage of time or notice would result in) the creation or imposition of any Encumbrance upon any of such Seller's Securities or any of the assets or properties of such Seller under any certificate of incorporation, by-laws, trust agreement, partnership agreement, the Stockholders Agreement or certificate of partnership or other constitutive documents of such Seller, any note, instrument, agreement, mortgage, lease, license, franchise, Permit or judgment, order, award or decree to which such Seller is a party (other than the Management Notes and Stock Pledge Agreements) or by which such Seller or any Securities of such Seller are bound, or any statute, other law or regulatory provision affecting such Seller or any Securities of such Sellerat equity). (d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by such Seller (or, by reason of facts pertaining to such Seller, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 4.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, impair or delay the consummation of the Stock Purchase by such Seller.

Authority and Related Matters. (a) Such Except at disclosed on Schedule 4.1(a), such Seller has all requisite power full legal right, power, capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. With respect hereby and, for Sellers other than natural persons, such Seller is duly organized, legally existing and in good standing under the laws of its jurisdiction of organization and has taken all corporate action necessary to any authorize the execution, delivery and performance by such 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 authorized, executed and delivered by such Seller, and, assuming the due execution hereof by each of the Company, Buyer Seller and the other Sellers, this Agreement constitutes the legal, a valid and legally binding obligation of such Seller, Seller enforceable against such Seller in accordance with its it 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 Except as disclosed on Schedule 4.1(b), each 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, Shares listed opposite beside its respective name on Schedule 2.1 hereto. In addition, if Exhibit A and such Seller is designated on Schedule 2.1 hereto as holding Options, such Seller will, at Shares are 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 only Shares owned by 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 provided in the Certificate of Designations or as disclosed on Schedules 3.2 and 2.1Schedule 4.1(b), there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments or understandings rights, of any character to which such Seller is a party or by which any of his, her or its respective assets is Shares owned by Seller are bound and relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any shares of Common Stocksuch Shares, Non-voting Common Stock or other capital stock than those which, pursuant to their terms, will terminate immediately on the Closing Date. As of the Company or other securities convertible into capital stock of Closing Date, the Company. Upon consummation of the Stock Purchase at the Closing, as contemplated by this Agreement, good title to the Securities Shares to be sold by such the Seller will be delivered transferred to Buyer, Purchaser free of any preemptive or subscription rights and free and clear of any all Encumbrances. (c) Except as described in Section 4.1(d) hereof, neither the The execution and delivery by such Seller of this Agreement nor and the consummation by such Seller of any of the transactions contemplated hereby will not: (i) violate, conflict with, result in (or with the passage giving of notice or lapse of time would result in) or both in a breach of the terms, conditions or provisions of, or constitute a default (with or without notice or lapse of time, or both)default, an event of default or an event creating rights of acceleration, amendment, termination or cancellation or a loss of rights under, or result in (or with the passage of time or notice would result in) the creation or imposition of any Encumbrance upon any of such Seller's Securities or upon, any of the assets or properties of such Seller under Seller, Holdings or the Company, any certificate articles of incorporationorganization, by-lawsbylaws, trust agreement, partnership agreement, the Stockholders Agreement agreement or certificate of partnership or other constitutive documents of such the Seller, 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 Seller is a party (other than the Management Notes and Stock Pledge Agreements) or by which such the Seller or any Securities of such Seller are is bound, or any statute, other law or regulatory provision Law affecting such Seller or any Securities of such Seller.; or (dii) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by such Seller (or, by reason of facts pertaining to such Seller, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those as set forth on Schedule 4.14.1(c), (ii) filings under require the HSR Actapproval, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer consent, authorization or its Affiliatesact of, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, impair or delay the consummation of the Stock Purchase making by such SellerSeller of any declaration, filing or registration with, any Governmental Body or other Person.