Authorization; No Defaults Sample Clauses

Authorization; No Defaults. The Board of Directors of New RIT has, by all appropriate action, approved this Agreement and each of the Ancillary Agreements to which New RIT is or will be a party and authorized the execution hereof and thereof on New RIT's behalf by its duly authorized officers and the performance by New RIT of its obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained in the New RIT Certificate of Incorporation or the New RIT Bylaws, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is bound or subject would prohibit or inhibit New RIT from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein on the terms and conditions contained herein and therein. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RIT, enforceable against New RIT in accordance with its respective terms, except that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; No Defaults. (a) All of the members of the Board of Directors of Citizens First entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of Citizens First Common in favor of the Holding Company Merger. The Boards of Directors of Citizens First and CF Bank have, by all appropriate action, unanimously approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, and have authorized the execution of this Agreement and the applicable Plan of Merger on Citizens First's or CF Bank's behalf by their respective duly authorized officers and the performance by Citizens First and CF Bank of their respective obligations hereunder. Prior to the execution of this Agreement, the Board of Directors of Citizens First received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBW") to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions, and limitations set forth therein, the Merger Consideration (other than the 401(k) Cash Payment) is fair, from a financial point of view, to the holders of Citizens First Common (the "Citizens First Fairness Opinion"). Except as provided in the Citizens First Disclosure Schedule, nothing in the Articles of Incorporation or Bylaws of Citizens First, as amended, or the Articles of Incorporation or Bylaws of CF Bank, as amended, or in any material agreement or instrument, or any decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which Citizens First or CF Bank is bound or subject, would prohibit Citizens First or CF Bank from consummating, or would be violated or breached by Citizens First's or CF Bank's consummation of, this Agreement, the Holding Company Merger or the Bank Merger and other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Citizens First and CF Bank and constitutes a legal, valid and binding obligation of Citizens First and CF Bank, enforceable against Citizens First and CF Bank in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights or by general equity p...

Authorization; No Defaults. The Board of Directors of the Foundation has, by all appropriate action, approved this Agreement and each of the Ancillary Agreements to which the Foundation is or will be a party and authorized the execution hereof and thereof on the Foundation's behalf by its duly authorized officers and the performance by the Foundation of its obligations hereunder. No other corporate proceedings on the part of the Foundation are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained in the Articles of Incorporation or Bylaws of the Foundation, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is bound or subject would prohibit or inhibit the Foundation from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein and therein on the terms and conditions contained herein and therein. This Agreement has been duly and validly executed and delivered by the Foundation and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Foundation, enforceable against the Foundation in accordance with its respective terms, except that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; No Defaults. The execution and delivery by each of Old National and Merger Sub of this Agreement and the Other Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Old National and Merger Sub, and this Agreement and each Other Agreement is a valid and binding obligation of Old National and Merger Sub enforceable against each of them in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar Laws affecting the rights of creditors generally and by general equitable principles. Neither the execution and delivery by Old National and Merger Sub of this Agreement or the Other Agreements, the consummation of the Merger or the transactions contemplated hereby or thereby, nor compliance by Old National and Merger Sub with any of the provisions hereof or thereof, will: (a) violate any provision of their respective certificates or articles of incorporation and bylaws, each as amended to date; (b) constitute a material breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, franchise, license, permit, agreement, or other instrument or obligation to which Old National is a party, or by which Old National or any of Old National’s properties or assets is bound or encumbered; or (c) violate any statute or Law or any judgment, decree, injunction, order, regulation or rule of any Governmental Authority applicable to Old National or Merger Sub or any of their respective properties or assets. No consent of any Governmental Authority having jurisdiction over any aspect of the business or assets of Old National or Merger Sub or any of their Subsidiaries, and no consent of any other Person or entity, is required in connection with the execution and delivery by Old National and Merger Sub of this Agreement or the Other Agreements or (except such approvals or notices as may be required by the FRB and the DFI) the consummation by them of the Merger and the other transactions contemplated hereby.

Authorization; No Defaults. The execution and delivery by St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank of this Agreement and the other agreements and the Plan of Merger and the Certificate of Merger contemplated hereby (the “Other Agreements”) and, subject to the requisite approval of the stockholders of St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank, the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank, and this Agreement and the Other Agreements are valid and binding obligations of St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank enforceable against each of them in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar Laws affecting the rights of creditors generally and by general equitable principles. On October 21, 2006, St. Joseph’s board of directors unanimously approved this Agreement and the transactions contemplated herein; approved the execution and delivery to Old National of a certain voting agreement by the directors in their individual capacities pursuant to which the directors, among other provisions, agreed to vote their personal shares of St. J▇▇▇▇▇ Common in favor of this Agreement and the transactions contemplated herein; and unanimously recommended (and agreed and resolved to affirm its unanimous recommendation) the approval of this Agreement and the transactions contemplated herein by St. Joseph’s stockholders. Except as set forth in Section 2.04 of the St. J▇▇▇▇▇ Disclosure Schedule, neither the execution and delivery by St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank of this Agreement and the Other Agreements, the consummation of the Merger or the transactions contemplated herein or therein, nor compliance by St. J▇▇▇▇▇ and St. J▇▇▇▇▇ Bank with any of the provisions hereof or thereof, will: (a) violate any provision of their respective certificates or articles of incorporation and bylaws, each as amended to date; (b) constitute a material breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, franchise, license, permit, agreement, or other instrument or obligation to which St. J▇▇▇▇▇ or St. J▇▇▇▇▇ Bank is a party, or by which St. J▇▇▇▇▇ or St. J▇▇▇▇▇ Bank or any of their re...

Authorization; No Defaults. The Boards of Directors of Bancorp and Bank have by all requisite action approved this Agreement, the Merger and the Bank Merger, and they have authorized the execution and delivery hereof and thereof on behalf of such corporations by duly authorized officers and the performance of their respective obligations thereunder. Bancorp, in its capacity as the sole holder of outstanding capital stock of Bank, has approved this Agreement, the Merger and the Bank Merger. Nothing in the Articles of Incorporation or Bylaws of Bancorp or Bank or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in this Agreement) by or to which either entity is bound or subject would prohibit or inhibit either of such corporations from consummating this Agreement, the Merger and the Bank Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Bancorp and Bank and constitutes a legal, valid and binding obligation of each of them, enforceable against them in accordance with its terms. Neither Bancorp nor Bank is in default under nor in violation of any provision of its Articles of Incorporation, Bylaws or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other material commitment or agreement.

Authorization; No Defaults. The Boards of Directors of ACBP and Bank of Evansville, by all appropriate action, (a) have approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, (b) have adopted the Plan of Merger with respect to the Holding Company Merger and the Bank Merger Agreement with respect to the Bank Merger, and (c) have authorized the execution of this Agreement on ACBP’s or Bank of Evansville’s behalf, as applicable, by their respective duly authorized officers and the performance by ACBP and Bank of Evansville of their respective obligations hereunder. Nothing in the Articles of Incorporation or Bylaws of ACBP, as amended, or the Articles of Incorporation or Bylaws of Bank of Evansville, as amended, or in any material agreement or instrument, or any decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which ACBP or Bank of Evansville is bound or subject, would prohibit ACBP or Bank of Evansville from consummating, or would be violated or breached by ACBP’s or Bank of Evansville’ consummation of, this Agreement, the Holding Company Merger or the Bank Merger and other transactions contemplated herein on the terms and conditions herein contained (subject to ACBP shareholder approval as noted below and the receipt of all regulatory and SEC approvals or filings contemplated hereby). This Agreement has been duly and validly executed and delivered by ACBP and Bank of Evansville and constitutes a legal, valid and binding obligation of ACBP and Bank of Evansville, enforceable against ACBP and Bank of Evansville in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. No corporate acts or proceedings, other than those already taken and other than the approval of the holders of a majority of the outstanding shares of ACBP Common of the Merger as required by the merger provisions of the IBCL, are required by law to be taken by ACBP or Bank of Evansville to authorize the execution, delivery and performance of this Agreement. Except as set forth in Section 2.02 of the ACBP Disclosure Schedule, neither ACBP nor Bank of Evansville is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, ...

Authorization; No Defaults. 8 Section 2.03 Subsidiaries . . . . . . . . . . . . . . . . .8 Section 2.04

Authorization; No Defaults. The execution, delivery, and performance by each of Seller and Guarantor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate and shareholder action, and no other approvals or authorizations are necessary in connection therewith. Guarantor is the sole shareholder of Seller. This Agreement and all other agreements, instruments, certificates, and documents executed and delivered by or on behalf of Seller and Guarantor are the valid and binding obligations of Seller and Guarantor, enforceable against Seller and Guarantor in accordance with their respective terms, subject as to enforcement only to applicable bankruptcy, insolvency, reorganization or other laws affecting the rights of creditors generally, or to equitable principles. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement does or will: (i) conflict with or violate any law, ordinance, or regulation or any decree, judgment, injunction, or order of any court, arbitrator, or administrative or other governmental body which is either applicable to, binding upon, or enforceable against Seller or Guarantor; (ii) violate, conflict with or result in any breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any mortgage, contract, agreement, indenture, trust, or other instrument which is either binding upon or enforceable against Seller or Guarantor or the Assets; (iii) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Purchaser or the Assets; (iv) result in the imposition or creation of any lien, charge, or encumbrance on any of the Assets or accelerate any indebtedness of Seller or Guarantor or to which the Assets may be bound; or (v) breach, impair, or in any way limit any governmental or official license, approval, permit, or authorization of Seller or Guarantor.