Authorization; No Defaults Sample Clauses

Authorization; No Defaults. Heartland's Board of Directors has, by all appropriate action, approved this Agreement and the Merger and authorized the execution hereof and thereof on its behalf by its duly authorized officers and the performance by Heartland of its obligations hereunder. Heartland's Board of Directors has directed that the plan of merger (within the meaning of the Illinois Corporate Law) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing in the Articles of Incorporation or Bylaws of Heartland, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S.") by or to which it or any of its subsidiaries are bound or subject would prohibit or inhibit Heartland from consummating this Agreement and the Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland and constitutes a legal, valid and binding obligation of Heartland, enforceable against Heartland in accordance with its respective terms. Heartland and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Association, as the case may be, Bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other commitment or any other agreement or arrangement (however evidenced), whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violation.

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. The BCBSMo Board and the BCBSMo Independent Committee each have, by all appropriate action, approved this Agreement and each of the Ancillary Agreements to which BCBSMo is or will be a party and authorized the execution hereof and thereof on its behalf by its duly authorized officers and the performance by BCBSMo of its obligations hereunder and thereunder. No other corporate proceedings on the part of BCBSMo is 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 Amended and Restated Articles of Incorporation or Bylaws, as amended, of BCBSMo 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 or any of its subsidiaries are bound or subject would prohibit or inhibit BCBSMo 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 BCBSMo and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of BCBSMo, enforceable against BCBSMo in accordance with its 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 sough in a proceeding in equity or at law).

Authorization; No Defaults. Pinnacle's Board of Directors has, by all appropriate action, approved this Agreement, the Pinnacle Option Agreement and the Merger and authorized the execution hereof and thereof on its behalf by its duly authorized officers and the performance by Pinnacle of its obligations hereunder. Pinnacle's Board of Directors has directed that the agreement of merger (within the meaning of the MBCA) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Pinnacle for approval at the Pinnacle Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Pinnacle Common, no other corporate proceedings on the part of Pinnacle are necessary to approve this Agreement, the Pinnacle Option Agreement and to consummate the transactions contemplated by this Agreement, including the Merger, and by the Pinnacle Option Agreement. Nothing in the Articles of Incorporation or Bylaws of Pinnacle, as amended, 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 or any of its subsidiaries are bound or subject would prohibit or inhibit Pinnacle from consummating this Agreement and the Merger on the terms and conditions herein contained. This Agreement and the Pinnacle Option Agreement have been duly and validly executed and delivered by Pinnacle and constitute a legal, valid and binding obligation of Pinnacle, enforceable against Pinnacle in accordance with their respective terms. Pinnacle and its subsidiaries are neither in default under nor in violation of any provision of their Articles of Incorporation or Association, as the case may be, Bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other commitment or any other agreement or arrangement (however evidenced), whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violation. Holders of Pinnacle Common do not have dissenters' rights under the MBCA in connection with the Merger.

Authorization; No Defaults. The execution and delivery by St. Jxxxxx and St. Jxxxxx 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. Jxxxxx and St. Jxxxxx 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. Jxxxxx and St. Jxxxxx Bank, and this Agreement and the Other Agreements are valid and binding obligations of St. Jxxxxx and St. Jxxxxx 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. Jxxxxx 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. Jxxxxx Disclosure Schedule, neither the execution and delivery by St. Jxxxxx and St. Jxxxxx Bank of this Agreement and the Other Agreements, the consummation of the Merger or the transactions contemplated herein or therein, nor compliance by St. Jxxxxx and St. Jxxxxx 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. Jxxxxx or St. Jxxxxx Bank is a party, or by which St. Jxxxxx or St. Jxxxxx Bank or any of their re...

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 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. 8 Section 2.03 Subsidiaries . . . . . . . . . . . . . . . . .8 Section 2.04

Authorization; No Defaults. The Board of Directors of Blue River, by all appropriate action, has approved this Agreement, the Plan of Merger and the Merger and has authorized the execution of this Agreement and the Plan of Merger on its behalf by its duly authorized officers and the performance by Blue River of its obligations hereunder. Nothing in the Charter or Bylaws of Blue River, 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 Blue River is bound or subject, would prohibit Blue River from consummating, or would be violated or breached by Blue River's consummation of, this Agreement and the Merger and other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Blue River and constitutes a legal, valid and binding obligation of Blue River, enforceable against Blue River in accordance with its terms, subject to the provisions of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally from time to time in effect and equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. Blue River is not and will not be by reason of the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, Blue River's Charter or Bylaws, any material promissory note, indenture or other evidence of indebtedness or security therefore, or any material lease, contract, or other commitment or agreement to which Blue River is a party or by which it or its property is bound. Blue River has heretofore furnished to First Community complete and correct copies of its Charter and Bylaws, each as amended to the date hereof.

Authorization; No Defaults. (a) The Boards of Directors of Alliance and Alliance Bank has each, by all appropriate action, approved this Agreement and the Mergers and has authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance, respectively, by Alliance and Alliance Bank of its obligations hereunder. (b) Nothing in the Articles of Incorporation or Bylaws of Alliance, as amended, in the Charter or Bylaws of Alliance Bank, or in any agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which Alliance or Alliance Bank is bound or subject, would prohibit either Alliance or Alliance Bank from entering into and AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 7 consummating, or would be violated or breached by Alliance's or Alliance Bank's consummation of, this Agreement and the transactions contemplated herein and the Mergers on the terms and conditions herein contained. (c) This Agreement has been duly and validly executed and delivered by Alliance and Alliance Bank and constitutes a legal, valid and binding obligation of Alliance and Alliance Bank, enforceable against Alliance and Alliance Bank in accordance with its terms, and, except for the approval by Alliance, as the sole shareholder of Alliance Bank, and Alliance's shareholders, no other corporate acts or proceedings are required to be taken by Alliance or Alliance Bank to authorize the execution, delivery and performance of this Agreement.