Common use of Authority of Seller; No Breach By Agreement Clause in Contracts

Authority of Seller; No Breach By Agreement. (a) Seller has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the approval of the Merger, as required by Sections 8.1(b) and 8.1(c) and by Seller’s shareholders in accordance with this Agreement and the NCBCA, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Seller, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of Seller Common Stock, which is the only shareholder vote of Seller required for approval of this Agreement and consummation of the Merger. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and applicable equitable principles (whether considered in a proceeding in law or in equity).

Authority of Seller; No Breach By Agreement. (a) The Seller has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the approval of the Merger, as required by Sections 8.1(b) and 8.1(c) and by the Seller’s shareholders in accordance with this Agreement and the NCBCA, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Seller, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of Seller Common Stock, which is the only Seller shareholder vote of Seller required for approval of this Agreement and consummation of the Merger. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by receipt of such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and applicable except that the availability of the equitable principles (whether considered in a remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding in law or in equitymay be brought).

Authority of Seller; No Breach By Agreement. (a) Seller has the corporate power and authority necessary to execute, deliver, and, other than with respect to the MergerMergers, perform this Agreement, and with respect to the MergerMergers, upon the approval of the MergerMergers, as required by including any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by Seller’s 's shareholders in accordance with this Agreement and the NCBCAGBCC, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the MergerMergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Seller, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of Seller Common Stock, which is the only shareholder vote of Seller required for approval of this Agreement and consummation of the Merger. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and applicable except that the availability of the equitable principles (whether considered in a remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding in law or in equitymay be brought).

Authority of Seller; No Breach By Agreement. (a) Seller has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the approval of the Merger, as required by including any necessary approvals referred to in Sections 8.1(b9.1(b) and 8.1(c9.1(c) and by Seller’s shareholders in accordance with this Agreement and the NCBCASCBCA, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Seller, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of Seller Common Stock, which is the only shareholder vote of Seller required for approval of this Agreement and consummation of the Merger. Subject to any necessary approvals referred to in Sections 8.1(b9.1(b) and 8.1(c9.1(c) and by such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and applicable equitable principles (whether considered in a proceeding in law or in equity).

Authority of Seller; No Breach By Agreement. (a) Seller has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the approval of the Merger, as required by Sections 8.1(b) and 8.1(c) and by Seller’s shareholders in accordance with this Agreement and the NCBCASCBCA, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Seller, subject to the approval of this Agreement by the holders of a majority two-thirds of the outstanding shares of Seller Common Stock, which is the only Seller’s shareholder vote of Seller required for approval of this Agreement and consummation of the Merger. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by receipt of such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and applicable except that the availability of the equitable principles (whether considered in a remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding in law or in equitymay be brought).

Authority of Seller; No Breach By Agreement. (a) Seller has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the approval of this Agreement and the Merger, as required by Sections 8.1(b) and 8.1(cincluding any necessary approvals referred to in Section 10.1(b) and by Seller’s shareholders in accordance with this Agreement and the NCBCAapplicable Law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Seller, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of Seller Common StockStock as contemplated by Section 8.2, which is the only Seller shareholder vote of Seller required for approval of this Agreement and consummation of the MergerMerger by Seller. Subject to any necessary approvals referred to in Sections 8.1(bSection 10.1(b) and 8.1(c) and by such requisite shareholder approvalto the receipt of the Seller Shareholder Approval (as defined below), this Agreement represents a legal, valid, valid and binding obligation of SellerSeller (assuming due authorization, execution and delivery by Buyer), enforceable against Seller in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization or similar Laws laws affecting the enforcement rights of creditors’ rights creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and applicable equitable any bank regulatory powers and subject to general principles (whether considered in a proceeding in law or in of equity).

Authority of Seller; No Breach By Agreement. (a) Seller has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the approval of the Merger, as required by including any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by Seller’s shareholders in accordance with this Agreement and the NCBCASCBCA, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Seller, subject to the approval of this Agreement by the holders of a majority two-thirds of the outstanding shares of Seller Common Stock, which is the only shareholder vote of Seller required for approval of this Agreement and consummation of the Merger. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and applicable except that the availability of the equitable principles (whether considered in a remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding in law or in equitymay be brought).