Common use of Authorization No Conflicts Etc Clause in Contracts

Authorization No Conflicts Etc. (a) Buyer has the requisite corporate power and authority to execute and deliver this Agreement, and, subject to receipt of the Buyer Stockholder Approval, to consummate the transactions contemplated by this Agreement. This Agreement has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly authorized, by the Buyer Board. The Buyer Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer and the Buyer Stockholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Board Recommendation to the Buyer Stockholders. Except for the Buyer Stockholder Approval, no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the Merger. This Agreement has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CFC) constitutes valid and binding obligations of, Buyer and is enforceable against Buyer in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies 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. (b) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger, do not and will not violate, conflict with, or result in a breach of: (i) any provision of the articles of incorporation or bylaws (or similar organizational documents) of Buyer or any Subsidiary of Buyer (each a “Buyer Subsidiary” and collectively, the “Buyer Subsidiaries”); or (ii) any Law or Order applicable to Buyer or any Buyer Subsidiary, assuming the timely receipt of each of the approvals referred to in Section 4.1(d). (c) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutions or other Regulatory Agreement or commitment with or from a Governmental Entity to which Buyer or any Buyer Subsidiary is a party or subject, or by which Buyer or any Buyer Subsidiary is bound or affected. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement by Buyer other than in connection or compliance with the provisions of the WVBCA, compliance with federal and state securities laws, and the notices, consents, authorizations, approvals, or exemptions required under the BHC Act and the Code of Virginia. Buyer has no Knowledge of any reason why the Regulatory Approvals referred to in this Section 4.1(d) cannot be obtained or why the regulatory approval process would be materially impeded.

Authorization No Conflicts Etc. (a) Buyer Talmer has the requisite corporate power and authority to execute and deliver this Agreement, and, subject to receipt of the Buyer Stockholder Talmer Shareholder Approval, to consummate the transactions contemplated by this Agreement. This Agreement has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly authorized, by the Buyer Talmer Board. The Buyer Talmer Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer Talmer and the Buyer StockholdersTalmer Shareholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Talmer Board Recommendation to the Buyer StockholdersRecommendation. Except for the Buyer Stockholder Talmer Shareholder Approval, no other corporate proceedings on the part of Buyer Talmer are necessary to authorize this Agreement or to consummate the MergerMerger (other than the submission to the Talmer Shareholders of an advisory (non-binding) vote on the compensation that may be paid or become payable to Talmer’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CFCChemical) constitutes valid and binding obligations of, Buyer Talmer and is enforceable against Buyer Talmer in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies 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. (b) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, Talmer and the consummation of the Merger, do not and will not violate, conflict with, or result in a breach of: (i) any provision of the articles of incorporation or bylaws (or similar organizational documents) of Buyer Talmer or any Subsidiary of Buyer Talmer (each a “Buyer Talmer Subsidiary” and collectively, the “Buyer Talmer Subsidiaries”); or (ii) any Law or Order applicable to Buyer Talmer or any Buyer Talmer Subsidiary, assuming the timely receipt of each of the approvals referred to in Section 4.1(d3.1(d). (c) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, Talmer and the consummation of the Merger do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutions or other Regulatory Agreement or commitment with or from a Governmental Entity to which Buyer Talmer or any Buyer Talmer Subsidiary is a party or subject, or by which Buyer Talmer or any Buyer Talmer Subsidiary is bound or affected. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement by Buyer Talmer other than in connection or compliance with the provisions of the WVBCAMBCA, compliance with federal and state securities laws, and the notices, consents, authorizations, approvals, or exemptions required under the BHC Act and the Code of VirginiaMichigan Banking Code. Buyer Talmer has no Knowledge of any reason why the Regulatory Approvals referred to in this Section 4.1(d3.1(d) cannot be obtained or why the regulatory approval process would be materially impeded.

Authorization No Conflicts Etc. (a) Buyer Chemical has the requisite corporate power and authority to execute and deliver this Agreement, and, subject to receipt of the Buyer Stockholder Chemical Shareholder Approval, to consummate the transactions contemplated by this Agreement. This Agreement has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly authorized, by the Buyer Chemical Board. The Buyer Chemical Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer Chemical and the Buyer StockholdersChemical Shareholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Chemical Board Recommendation to the Buyer StockholdersChemical Shareholders. Except for the Buyer Stockholder Chemical Shareholder Approval, no other corporate proceedings on the part of Buyer Chemical are necessary to authorize this Agreement or to consummate the MergerMerger (other than the submission to the Chemical Shareholders of an advisory (non-binding) vote on the compensation that may be paid or become payable to Chemical’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CFCTalmer) constitutes valid and binding obligations of, Buyer Chemical and is enforceable against Buyer Chemical in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies 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. (b) The execution, delivery, and performance of this Agreement by BuyerChemical, the issuance of shares of Buyer Chemical Common Stock constituting the Merger Consideration, and the consummation of the Merger, do not and will not violate, conflict with, or result in a breach of: (i) any provision of the articles of incorporation or bylaws (or similar organizational documents) of Buyer Chemical or any Subsidiary of Buyer Chemical (each a “Buyer Chemical Subsidiary” and collectively, the “Buyer Chemical Subsidiaries”); or (ii) any Law or Order applicable to Buyer Chemical or any Buyer Chemical Subsidiary, assuming the timely receipt of each of the approvals referred to in Section 4.1(d). (c) The execution, delivery, and performance of this Agreement by BuyerChemical, the issuance of shares of Buyer Chemical Common Stock constituting the Merger Consideration, and the consummation of the Merger do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutions or other Regulatory Agreement or commitment with or from a Governmental Entity to which Buyer Chemical or any Buyer Chemical Subsidiary is a party or subject, or by which Buyer Chemical or any Buyer Chemical Subsidiary is bound or affected. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement by Buyer Chemical other than in connection or compliance with the provisions of the WVBCAMBCA, compliance with federal and state securities laws, and the notices, consents, authorizations, approvals, or exemptions required under the BHC Act and the Code of VirginiaMichigan Banking Code. Buyer Chemical has no Knowledge of any reason why the Regulatory Approvals referred to in this Section 4.1(d) cannot be obtained or why the regulatory approval process would be materially impeded.

Authorization No Conflicts Etc. (a) Buyer MEI is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of California. MEI and Sub each has the requisite full corporate power and authority to execute and deliver this AgreementAgreement and to perform its respective obligations hereunder, and, subject to receipt of the Buyer Stockholder Approval, and MEI and Sub each has full corporate power to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by MEI and Sub to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby have been duly authorized, by the Buyer Board. The Buyer Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer and the Buyer Stockholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Board Recommendation to the Buyer Stockholders. Except for the Buyer Stockholder Approval, no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the Mergerproperly taken. This Agreement has been duly executed and delivered byby MEI and Sub and, and (assuming the due authorization, execution and delivery hereof by CFC) the other parties hereto, this Agreement constitutes the legal, valid and binding obligations ofobligation of MEI and Sub, Buyer and is enforceable against Buyer MEI and Sub, as applicable, in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws relating to creditors’ or affecting the rights and remedies of creditors generally and (B) equitable remedies to general principles 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 broughtequity. (b) The Company has full corporate power to execute and deliver this Agreement and to perform its obligations hereunder, and the Company has full corporate power to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by the Company to authorize the execution, delivery, delivery and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger, do not transactions contemplated hereby have been duly and will not violate, conflict with, or result in a breach of: (i) any provision of properly taken. This Agreement has been duly executed and delivered by the articles of incorporation or bylaws (or similar organizational documents) of Buyer or any Subsidiary of Buyer (each a “Buyer Subsidiary” and collectively, the “Buyer Subsidiaries”); or (ii) any Law or Order applicable to Buyer or any Buyer SubsidiaryCompany and, assuming the timely receipt of each due execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of the approvals referred Company, enforceable against the Company in accordance with its terms, subject to in Section 4.1(d)applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity. (c) The execution, delivery, delivery and performance of this Agreement by BuyerMEI, Sub and the issuance of shares of Buyer Common Stock constituting the Merger Consideration, Company and the consummation by MEI, Sub and the Company of the Merger do not and transactions contemplated hereby will not violate(1) violate any provision of the charter or by-laws of MEI, conflict withSub, result the Company or any Transferred Subsidiary, (2) except as disclosed in a breach Schedule 2.1(c), violate any provision of, or constitute a default (with or without notice or lapse of time) under, or require give rise to a right of termination, cancellation or acceleration of (or entitle any consent, approval, waiver, extension, amendment, authorization, noticeparty to accelerate whether after the giving of notice or lapse of time or both) any obligation under, or filing underresult in the imposition of any lien upon or the creation of any Encumbrance on any of the Shares or any of the Company's or any Transferred Subsidiary's assets or properties pursuant to, any cease and desist ordernote, written agreementbond, memorandum of understandingdebt instrument, board resolutions mortgage, indenture, lien, lease, agreement or other Regulatory Agreement instrument, or commitment with any judgment, injunction, order or from a Governmental Entity decree to which Buyer any of MEI, Sub, the Company or any Buyer Transferred Subsidiary is a party or subjectby which any of them is bound or (3) except as disclosed in Schedule 2.1(c), violate or conflict with any federal, state, local or foreign law, statute, ordinance, rule or regulation (collectively, "Laws") applicable to MEI, Sub, the Company or any Transferred Subsidiary or by which Buyer any of their properties or any Buyer Subsidiary assets is bound or affectedbound. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement by Buyer other than in connection or compliance with the provisions of the WVBCA, compliance with federal and state securities laws, and the notices, consents, authorizations, approvals, or exemptions required under the BHC Act and the Code of Virginia. Buyer has no Knowledge of any reason why the Regulatory Approvals referred to in this Section 4.1(d) cannot be obtained or why the regulatory approval process would be materially impeded.

Authorization No Conflicts Etc. (a) Buyer CFC has the requisite corporate power and authority to execute and deliver this Agreement, and, subject to receipt of the Buyer CFC Stockholder Approval, to consummate the transactions contemplated by this Agreement. This Agreement has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly authorized, by the Buyer CFC Board. The Buyer CFC Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer CFC and the Buyer CFC Stockholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer CFC Board Recommendation to the Buyer StockholdersRecommendation. Except for the Buyer CFC Stockholder Approval, no other corporate proceedings on the part of Buyer CFC are necessary to authorize this Agreement or to consummate the MergerMerger (other than the submission to the CFC Stockholders of an advisory (non-binding) vote on the compensation that may be paid or become payable to CFC’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CFCBuyer) constitutes valid and binding obligations of, Buyer CFC and is enforceable against Buyer CFC in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies 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. (b) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, CFC and the consummation of the Merger, do not and will not violate, conflict with, or result in a breach of: (i) any provision of the articles certificate of incorporation or bylaws (or similar organizational documents) of Buyer CFC or any Subsidiary of Buyer CFC (each a “Buyer CFC Subsidiary” and collectively, the “Buyer CFC Subsidiaries”); or (ii) any Law or Order applicable to Buyer CFC or any Buyer CFC Subsidiary, assuming the timely receipt of each of the approvals referred to in Section 4.1(d3.1(d). (c) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, CFC and the consummation of the Merger do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutions or other Regulatory Agreement or commitment with or from a Governmental Entity to which Buyer CFC or any Buyer CFC Subsidiary is a party or subject, or by which Buyer CFC or any Buyer CFC Subsidiary is bound or affected. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement by Buyer CFC other than in connection or compliance with the provisions of the WVBCADGCL, compliance with federal and state securities laws, and the notices, consents, authorizations, approvals, or exemptions required under the BHC Act and the South Carolina Code of VirginiaLaws. Buyer CFC has no Knowledge of any reason why the Regulatory Approvals referred to in this Section 4.1(d3.1(d) cannot be obtained or why the regulatory approval process would be materially impeded. (e) Except for Section 203 of the DGCL, no “fair price,” “moratorium,” “control share acquisition,” “supermajority,” “affiliate transactions,” “business combination,” or other similar anti-takeover statute or regulation enacted under any federal, state, local, or foreign laws applicable to CFC is applicable to this Agreement, the Merger, or any of the other transactions contemplated by this Agreement. Assuming that the representations of Buyer set forth in Section 4.29 are true and correct, the CFC Board has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) will not apply to the execution, delivery, or performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement.

Authorization No Conflicts Etc. (a) Buyer MEI is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. MEI has the requisite full corporate power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder, and, subject to receipt of the Buyer Stockholder Approval, and MEI has full corporate power to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by MEI to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby have been duly authorized, by the Buyer Board. The Buyer Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer and the Buyer Stockholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Board Recommendation to the Buyer Stockholders. Except for the Buyer Stockholder Approval, no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the Mergerproperly taken. This Agreement has been duly executed and delivered byby MEI and, and (assuming the due authorization, execution and delivery hereof by CFC) the other parties hereto, this Agreement constitutes the legal, valid and binding obligations ofobligation of MEI, Buyer and is enforceable against Buyer MEI in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws relating to creditors’ or affecting the rights and remedies of creditors generally and (B) equitable remedies to general principles 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 broughtequity. (b) The Company has full corporate power to execute and deliver this Agreement and to perform its obligations here under, and the Company has full corporate power to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by the Company to authorize the execution, delivery, delivery and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger, do not transactions contemplated hereby have been duly and will not violate, conflict with, or result in a breach of: (i) any provision of properly taken. This Agreement has been duly executed and delivered by the articles of incorporation or bylaws (or similar organizational documents) of Buyer or any Subsidiary of Buyer (each a “Buyer Subsidiary” and collectively, the “Buyer Subsidiaries”); or (ii) any Law or Order applicable to Buyer or any Buyer SubsidiaryCompany and, assuming the timely receipt of each due execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of the approvals referred Company, enforceable against the Company in accordance with its terms, subject to in Section 4.1(d)applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity. (c) The execution, delivery, delivery and performance of this Agreement by Buyer, MEI and the issuance of shares of Buyer Common Stock constituting the Merger Consideration, Company and the consummation by MEI and the Company of the Merger do not and transactions contemplated hereby will not violate(1) violate any provision of the charter or by-laws of MEI, conflict withthe Company or any Transferred Subsidiary, result (2) except as disclosed in a breach Schedule 2.1(c), violate any provision of, or constitute a default (with or without notice or lapse of time) under, or require give rise to a right of termination, cancellation or acceleration of (or entitle any consent, approval, waiver, extension, amendment, authorization, noticeparty to accelerate whether after the giving of notice or lapse of time or both) any obligation under, or filing underresult in the imposition of any lien upon or the creation of any Encumbrance on any of the Shares or any of the Company's or any Transferred Subsidiary's assets or properties pursuant to, any cease and desist ordernote, written agreementbond, memorandum of understandingdebt instrument, board resolutions mortgage, indenture, lien, lease, agreement or other Regulatory Agreement instrument, or commitment with any judgment, injunction, order or from a Governmental Entity decree to which Buyer any of MEI, the Company or any Buyer Transferred Subsidiary is a party or subjectby which any of them is bound or (3) except as disclosed in Schedule 2.1(c), violate or conflict with any federal, state, local or foreign law, statute, ordinance, rule or regulation (collectively, "Laws") applicable to MEI, the Company or any Transferred Subsidiary or by which Buyer any of their properties or any Buyer Subsidiary assets is bound or affectedbound. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement by Buyer other than in connection or compliance with the provisions of the WVBCA, compliance with federal and state securities laws, and the notices, consents, authorizations, approvals, or exemptions required under the BHC Act and the Code of Virginia. Buyer has no Knowledge of any reason why the Regulatory Approvals referred to in this Section 4.1(d) cannot be obtained or why the regulatory approval process would be materially impeded.

Authorization No Conflicts Etc. (a) Buyer MEI is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. MEI has the requisite full corporate power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder, and, subject to receipt of the Buyer Stockholder Approval, and MEI has full corporate power to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by MEI to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby have been duly authorized, by the Buyer Board. The Buyer Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer and the Buyer Stockholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Board Recommendation to the Buyer Stockholders. Except for the Buyer Stockholder Approval, no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the Mergerproperly taken. This Agreement has been duly executed and delivered byby MEI and, and (assuming the due authorization, execution and delivery hereof by CFC) the other parties hereto, this Agreement constitutes the legal, valid and binding obligations ofobligation of MEI, Buyer and is enforceable against Buyer MEI in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws relating to creditors’ or affecting the rights and remedies of creditors generally and (B) equitable remedies to general principles 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 broughtequity. (b) The Company has full corporate power to execute and deliver this Agreement and to perform its obligations hereunder, and the Company has full corporate power to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by the Company to authorize the execution, delivery, delivery and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger, do not transactions contemplated hereby have been duly and will not violate, conflict with, or result in a breach of: (i) any provision of properly taken. This Agreement has been duly executed and delivered by the articles of incorporation or bylaws (or similar organizational documents) of Buyer or any Subsidiary of Buyer (each a “Buyer Subsidiary” and collectively, the “Buyer Subsidiaries”); or (ii) any Law or Order applicable to Buyer or any Buyer SubsidiaryCompany and, assuming the timely receipt of each due execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of the approvals referred Company, enforceable against the Company in accordance with its terms, subject to in Section 4.1(d)applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity. (c) The execution, delivery, delivery and performance of this Agreement by Buyer, MEI and the issuance of shares of Buyer Common Stock constituting the Merger Consideration, Company and the consummation by MEI and the Company of the Merger do not and transactions contemplated hereby will not violate(1) violate any provision of the charter or by-laws of MEI, conflict withthe Company or any Transferred Subsidiary, result (2) except as disclosed in a breach Schedule 2.1(c), violate any provision of, or constitute a default (with or without notice or lapse of time) under, or require give rise to a right of termination, cancel lation or acceleration of (or entitle any consent, approval, waiver, extension, amendment, authorization, noticeparty to accelerate whether after the giving of notice or lapse of time or both) any obligation under, or filing underresult in the imposition of any lien upon or the creation of any Encumbrance on any of the Shares or any of the Company's or any Transferred Subsidiary's assets or properties pursuant to, any cease and desist ordernote, written agreementbond, memorandum of understandingdebt instrument, board resolutions mortgage, indenture, lien, lease, agreement or other Regulatory Agreement instrument, or commitment with any judgment, injunction, order or from a Governmental Entity decree to which Buyer any of MEI, the Company or any Buyer Transferred Subsidiary is a party or subjectby which any of them is bound or (3) except as disclosed in Schedule 2.1(c), violate or conflict with any federal, state, local or foreign law, statute, ordinance, rule or regulation (collectively, "Laws") applicable to MEI, the Company or any Transferred Subsidiary or by which Buyer any of their properties or any Buyer Subsidiary assets is bound or affectedbound. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement by Buyer other than in connection or compliance with the provisions of the WVBCA, compliance with federal and state securities laws, and the notices, consents, authorizations, approvals, or exemptions required under the BHC Act and the Code of Virginia. Buyer has no Knowledge of any reason why the Regulatory Approvals referred to in this Section 4.1(d) cannot be obtained or why the regulatory approval process would be materially impeded.

Authorization No Conflicts Etc. (a) Buyer has the requisite corporate power The execution, delivery and authority to execute and deliver --------------------------------- performance by Seller of this Agreement, andthe Supply Agreement, subject the Transition Services Agreement, the Escrow Agreement and the other agreements contemplated hereby (each, a "Transaction Agreement") that are to receipt of the Buyer Stockholder Approval, to consummate the transactions contemplated be executed and delivered --------------------- by this Agreement. This Agreement has been duly adopted, it and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and thereby have been duly authorized, and validly authorized by all requisite corporate action on the Buyer Board. The Buyer Board has (i) determined that the terms part of this Agreement are fair to and in the best interests of Buyer and the Buyer StockholdersSeller, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Board Recommendation to the Buyer Stockholders. Except for the Buyer Stockholder Approval, no other corporate proceedings on the part of Buyer Seller are necessary to authorize this the execution, delivery or performance of the Agreement or to consummate the Mergerany other Transaction Agreement. This Agreement has been duly executed and delivered byby Seller and constitutes (assuming the due authorization, execution and delivery hereof by Buyer) a valid and binding obligation of Seller, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally. If the Closing occurs, each of the other Transaction Agreements will constitute (assuming due authorization, execution and delivery of this Agreement and the other Transaction Agreements by CFCthe other parties thereto) constitutes a valid and binding obligations ofobligation of Seller, Buyer and is the U.S. Can Parent Guarantee will constitute a valid and binding obligation of Parent, in each case enforceable against Buyer in accordance with its terms, except to the extent that (A) such enforcement as may be subject to limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar Lawslaws in effect that affect the enforcement of creditors' rights generally. Except as set forth on the attached Restrictions Schedule, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies 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. (b) The execution, delivery, delivery and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, --------------------- and the consummation of the Merger, do not other Transaction Agreements to be executed and will not violate, conflict with, or result in a breach of: (i) any provision of the articles of incorporation or bylaws (or similar organizational documents) of Buyer or any Subsidiary of Buyer (each a “Buyer Subsidiary” delivered by Seller and collectively, the “Buyer Subsidiaries”); or (ii) any Law or Order applicable to Buyer or any Buyer Subsidiary, assuming the timely receipt of each of the approvals referred to in Section 4.1(d). (c) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutions or other Regulatory Agreement or commitment with or from a Governmental Entity to which Buyer or any Buyer Subsidiary is a party or subject, or by which Buyer or any Buyer Subsidiary is bound or affected. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated hereby and thereby does not and shall not (i) conflict with or result in any breach of any of the provisions of, (ii) constitute a default under, (iii) result in a violation of, (iv) give any third party the right to terminate or to accelerate any obligation under, (v) result in the creation of any lien, security interest, charge or encumbrance upon any of the Purchased Assets under, or (vi) require any authorization, consent, approval, exemption or other action by this Agreement by Buyer or notice to or filing with any court or other than in connection governmental or compliance with regulatory body or authority under, the provisions of Seller's certificate of incorporation or bylaws or any indenture, mortgage, lease, loan agreement, contract, understanding, commitment or other agreement or instrument to which Seller or any of the WVBCA, compliance with federal and state securities laws, and the notices, consents, authorizations, approvalsPurchased Assets are bound, or exemptions required under any law, statute, rule or regulation to which Seller is subject. Without limiting the BHC Act and generality of the Code foregoing, except for Buyer pursuant hereto, there are no agreements, options, commitments or rights with, of Virginia. Buyer has no Knowledge or to any person to purchase or otherwise acquire any of the Purchased Assets or any reason why interests therein, except those entered into in the Regulatory Approvals referred to in this Section 4.1(d) cannot be obtained or why ordinary course of business consistent with past practice for the regulatory approval process would be materially impededsale of Inventory.

Authorization No Conflicts Etc. (a) Buyer MEI is a corporation duly organized, validly existing and in good standing under the laws of the State of Min nesota. Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of California. MEI and Sub each has the requisite full corporate power and authority to execute and deliver this AgreementAgreement and to perform its respective obligations here under, and, subject and MEI and Sub each has full corporate power to receipt of the Buyer Stockholder Approval, to consummate consum mate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by MEI and Sub to au thorize the execution, delivery and performance of this AgreementAgreement and the consummation of the transactions contemplated hereby have been duly and properly taken. This Agreement has been duly adoptedexe cuted and delivered by MEI and Sub and, assuming the due execu tion and the consummation of the Merger and delivery hereof by the other transactions contemplated by parties hereto, this Agreement have been duly authorizedAgree ment constitutes the legal, by the Buyer Board. The Buyer Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer and the Buyer Stockholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Board Recommendation to the Buyer Stockholders. Except for the Buyer Stockholder Approval, no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the Merger. This Agreement has been duly executed and delivered by, and (assuming due authorization, execution and delivery by CFC) constitutes valid and binding obligations ofobligation of MEI and Sub, Buyer and is enforceable against Buyer MEI and Sub, as applicable, in accordance ac cordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws relating to creditors’ or affecting the rights and remedies of creditors generally and (B) equitable remedies to general principles 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 broughtequity. (b) The Company has full corporate power to execute and deliver this Agreement and to perform its obligations here under, and the Company has full corporate power to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by the Company to authorize the execution, delivery, delivery and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger, do not transactions contemplated hereby have been duly and will not violate, conflict with, or result in a breach of: (i) any provision of properly taken. This Agreement has been duly executed and delivered by the articles of incorporation or bylaws (or similar organizational documents) of Buyer or any Subsidiary of Buyer (each a “Buyer Subsidiary” and collectively, the “Buyer Subsidiaries”); or (ii) any Law or Order applicable to Buyer or any Buyer SubsidiaryCompany and, assuming the timely receipt of each due execution and delivery hereof by the other parties hereto, this Agreement con stitutes the legal, valid and binding obligation of the approvals referred Company, enforceable against the Company in accordance with its terms, sub ject to in Section 4.1(d)applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity. (c) The execution, delivery, delivery and performance of this Agreement by BuyerMEI, Sub and the issuance of shares of Buyer Common Stock constituting the Merger Consideration, Company and the consummation by MEI, Sub and the Company of the Merger do not and transactions contemplated hereby will not violate(1) violate any provision of the charter or by-laws of MEI, conflict withSub, result the Company or any Transferred Subsidiary, (2) except as disclosed in a breach Schedule 2.1(c), violate any provision of, constitute or con stitute a default (with or without notice or lapse of time) under, or require give rise to a right of termination, cancellation or acceleration of (or entitle any consent, approval, waiver, extension, amendment, authorization, noticeparty to accelerate whether after the giving of notice or lapse of time or both) any obligation under, or filing underresult in the imposition of any lien upon or the creation of any Encumbrance on any of the Shares or any of the Company's or any Transferred Subsidiary's assets or properties pursuant to, any cease and desist ordernote, written agreementbond, memorandum of understandingdebt instrument, board resolutions mortgage, indenture, lien, lease, agreement or other Regulatory Agreement instrument, or commitment with any judgment, injunction, order or from a Governmental Entity decree to which Buyer any of MEI, Sub, the Company or any Buyer Transferred Subsidiary is a party or subjectby which any of them is bound or (3) except as disclosed in Schedule 2.1(c), violate or conflict with any federal, state, local or foreign law, statute, ordinance, rule or regulation (collectively, "Laws") applicable to MEI, Sub, the Company or any Transferred Subsidiary or by which Buyer any of their properties or any Buyer Subsidiary assets is bound or affectedbound. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement by Buyer other than in connection or compliance with the provisions of the WVBCA, compliance with federal and state securities laws, and the notices, consents, authorizations, approvals, or exemptions required under the BHC Act and the Code of Virginia. Buyer has no Knowledge of any reason why the Regulatory Approvals referred to in this Section 4.1(d) cannot be obtained or why the regulatory approval process would be materially impeded.

Authorization No Conflicts Etc. (a) Buyer has the requisite corporate power The execution, delivery --------------------------------- and authority to execute and deliver this Agreement, and, subject to receipt performance of the Buyer Stockholder Approval, to consummate the transactions contemplated by this Agreement. This Agreement has been duly adopted, Transaction Agreements and the consummation of the Merger and the other transactions contemplated hereby and thereby by this Agreement Buyer have been duly authorized, authorized by all requisite corporate action on the Buyer Board. The Buyer Board has (i) determined that the terms part of this Agreement are fair to and in the best interests of Buyer and the Buyer StockholdersBuyer, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Board Recommendation to the Buyer Stockholders. Except for the Buyer Stockholder Approval, no other corporate proceedings on the part of Buyer are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the Mergerother Transaction Agreements. This Agreement has been duly executed and delivered by, by Buyer and (assuming the due authorization, execution and delivery hereof by CFCSeller) constitutes is a valid and binding obligations ofobligation of Buyer, Buyer and is enforceable against Buyer in accordance with its terms, except . The other Transaction Agreements to be executed and delivered by Buyer will be duly executed and delivered by Buyer at the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally Closing and (Bassuming the due authorization, execution and delivery thereof by Seller) equitable remedies will be valid and binding obligations of specific performance Buyer and injunctive the BWAY Parent Guarantee will constitute a valid and other forms binding obligation of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) BWAY Corporation, in each case enforceable against Buyer in accordance with their terms. The execution, delivery, delivery and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger, do not other Transaction Agreements and will not violate, conflict with, or result in a breach of: (i) any provision of the articles of incorporation or bylaws (or similar organizational documents) of Buyer or any Subsidiary of Buyer (each a “Buyer Subsidiary” and collectively, the “Buyer Subsidiaries”); or (ii) any Law or Order applicable to Buyer or any Buyer Subsidiary, assuming the timely receipt of each of the approvals referred to in Section 4.1(d). (c) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutions or other Regulatory Agreement or commitment with or from a Governmental Entity to which Buyer or any Buyer Subsidiary is a party or subject, or by which Buyer or any Buyer Subsidiary is bound or affected. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement hereby and thereby by Buyer other than in connection or compliance with the will not: (a) violate any provisions of law applicable to Buyer; (b) with or without the WVBCAgiving of notice and/or the passage of time, compliance conflict with federal and state securities laws, and or result in the notices, consents, authorizations, approvals, or exemptions required under the BHC Act and the Code of Virginia. Buyer has no Knowledge breach of any reason why provision of the Regulatory Approvals referred Certificate of Incorporation or Bylaws of Buyer or any material instrument, license, agreement, arrangement, indenture or commitment to in this Section 4.1(dwhich Buyer is a party or by which any of its assets or properties are bound; or (c) cannot be obtained constitute a violation of any order, judgment or why the regulatory approval process would be materially impededdecree to which Buyer is a party or by which any of its assets or properties are bound.

Authorization No Conflicts Etc. (a) Buyer Seller and Ball each has the requisite corporate full --------------------------------- power and authority to execute enter into this Agreement and deliver this Agreement, and, subject the other agreements contemplated hereby and to receipt of the Buyer Stockholder Approval, to consummate carry out the transactions contemplated by hereby and thereby. The execution, delivery and performance of this Agreement. This Agreement has been duly adopted, and the other agreements contemplated hereby and the consummation of the Merger and the other transactions contemplated hereby and thereby by this Agreement Seller, Ball and their respective Affiliates have been duly authorizedbeen, by the Buyer Board. The Buyer Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer and the Buyer Stockholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Board Recommendation or prior to the Buyer Stockholders. Except for the Buyer Stockholder ApprovalClosing will be, no other duly authorized by all requisite corporate proceedings action on the part of Buyer are necessary to authorize this Agreement Seller or to consummate the MergerBall, as applicable. This Agreement has and the other agreements contemplated hereby have been duly executed and delivered by, by Seller and Ball and (assuming the due authorization, execution and delivery hereof by CFCPurchaser) constitutes are each a valid and binding obligations ofobligation of Seller and Ball, Buyer and is enforceable against Buyer each in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or other similar Lawsin equity). Except as set forth on the Conflicts Schedule attached hereto, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies 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. (b) The execution, delivery, delivery and ------------------ performance of this Agreement by Buyer, and the issuance of shares of Buyer Common Stock constituting the Merger Consideration, other agreements contemplated hereby and the consummation of the Merger, do not transactions contemplated hereby and thereby by Seller and/or Ball will not violate, conflict with, or result in a breach ofnot: (ia) violate any provision provisions of the articles of incorporation or bylaws (or similar organizational documents) of Buyer or any Subsidiary of Buyer (each a “Buyer Subsidiary” and collectively, the “Buyer Subsidiaries”); or (ii) any Law or Order law applicable to Buyer Seller or any Buyer Subsidiary, assuming Ball; (b) with or without the timely receipt giving of each notice and/or the passage of the approvals referred to in Section 4.1(d). (c) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger do not and will not violatetime, conflict with, result in a the breach of any provision of, constitute a default give any third party the right to terminate or to accelerate any obligation under, or require result in the creation of any consentlien, approval, waiver, extension, amendment, authorization, notice, security interest or filing charge or encumbrance under, the Certificate of Incorporation or Bylaws of Seller or Ball or any cease and desist ordermaterial instrument, written license, agreement, memorandum of understandingarrangement, board resolutions or other Regulatory Agreement indenture or commitment with or from a Governmental Entity to which Buyer Seller or any Buyer Subsidiary Ball is a party or subjectby which any of its assets or properties are bound; or (c) constitute a violation of any order, judgment or decree to which Seller, Ball or any of their respective Affiliates which are party hereto or thereto is a party or by which Buyer any of their assets or any Buyer Subsidiary is bound or affectedproperties are bound. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement by Buyer other than in connection or compliance with the provisions of the WVBCA, compliance with federal and state securities laws, and the notices, consents, authorizations, approvals, or exemptions required under the BHC Act and the Code of Virginia. Buyer has no Knowledge of any reason why the Regulatory Approvals referred to in this Section 4.1(d) cannot be obtained or why the regulatory approval process would be materially impeded.

Authorization No Conflicts Etc. (a) Buyer Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has the all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now being conducted. Seller has full corporate power to execute and deliver this Agreement, and, subject to receipt of the Buyer Stockholder Approval, perform its obligations hereunder and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby have been duly authorized, by the Buyer Board. The Buyer Board has (i) determined that the terms of this Agreement are fair to and in the best interests of Buyer and the Buyer Stockholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the Buyer Board Recommendation to the Buyer Stockholders. Except for the Buyer Stockholder Approval, no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the Mergerproperly taken. This Agreement has been duly executed and delivered byby Seller and, and (assuming the due authorization, execution and delivery hereof by CFC) Buyer, this Agreement constitutes the legal, valid and binding obligations ofobligation of Seller, Buyer and is enforceable against Buyer it in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws relating to creditors’ or affecting the rights and remedies of creditors generally and (B) equitable remedies to general principles 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 broughtequity. (b) The execution, delivery, execution and performance delivery of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, Seller and the consummation of the Merger, do not and will not violate, conflict with, or result in a breach of: (i) any provision of the articles of incorporation or bylaws (or similar organizational documents) of Buyer or any Subsidiary of Buyer (each a “Buyer Subsidiary” and collectively, the “Buyer Subsidiaries”); or (ii) any Law or Order applicable to Buyer or any Buyer Subsidiary, assuming the timely receipt of each of the approvals referred to in Section 4.1(d). (c) The execution, delivery, and performance of this Agreement by Buyer, the issuance of shares of Buyer Common Stock constituting the Merger Consideration, and the consummation of the Merger do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutions or other Regulatory Agreement or commitment with or from a Governmental Entity to which Buyer or any Buyer Subsidiary is a party or subject, or by which Buyer or any Buyer Subsidiary is bound or affected. (d) No notice to, filing with, authorization of, exemption by, or consent or approval of, any Governmental Entity is necessary for the consummation it of the transactions contemplated by this Agreement by Buyer other than in connection or compliance with the provisions will not (i) violate any provision of the WVBCAcertificate of incorporation or by-laws of Seller, compliance with federal and state securities laws(ii) except as disclosed in Schedule 3.1(b), and the notices, consents, authorizations, approvalsviolate any provision of, or exemptions required under constitute a default (with or without notice or lapse of time) under, or give rise to a right of termination, cancellation or acceleration of (or entitle any party to accelerate whether after the BHC Act and giving of notice or lapse of time or both) any obligation under, or result in the Code of Virginia. Buyer has no Knowledge imposition of any reason why lien upon or the Regulatory Approvals referred creation of a security interest in any of the Assets pursuant to, any note, bond, debt instrument, mortgage, indenture, lien, lease, agreement or other instrument, or any judgment, injunction, order or decree to which Seller is a party or by which it is bound, or (iii) except as disclosed in this Section 4.1(dSchedule 3.1(b), violate or conflict with any United States (federal, state or local) cannot be obtained law, statute, ordinance, rule or why regulation ("Law") applicable to Seller, or by which any of its properties or assets is bound, except, in the regulatory approval process case of either of clauses (ii) and (iii), for any such violations, defaults, rights or restrictions that would be materially impedednot, individually or in the aggregate, have a Material Adverse Effect.