Authorization; No Violations. The execution and delivery of this Agreement by Xxxxxx and the performance of Parent’s obligations hereunder have been duly and validly authorized by the board of directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the Delaware General Corporation Law, as amended, or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is bound, and require no further corporate or stockholder approval on the part of Parent. Subject to receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx and the performance of Parent’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Parent is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The execution and delivery of this Agreement by Xxxxxx Sub and the performance of Xxxxxx Sub’s obligations hereunder have been duly and validly authorized by the sole member of Merger Sub, do not violate or conflict with the certificate of formation or operating agreement of Merger Sub, any Applicable Law, court order or decree to which Merger Sub is a party or subject, or by which Merger Sub is bound, and require no further limited liability company or member approval on the part of Merger Sub. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the Merger. Subject to the receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx Sub and the performance of Merger Sub’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Merger Sub is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Merger Sub, subject to applicable bankruptcy, insolvency, reorganization, moratorium or simila...
Authorization; No Violations. The execution and delivery of this Agreement by Parent and the performance of Parent’s obligations hereunder have been duly and validly authorized by the board of directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the Delaware General Corporation Law, as amended, or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is bound, and require no further corporate or stockholder approval on the part of Parent. Subject to receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Parent and the performance of Parent’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Parent is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of each of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity.
Authorization; No Violations. The execution and delivery of this Agreement by Parent and the performance of Parent’s obligations hereunder have been duly and validly authorized by the board of directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the DGCL or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is bound, and require no further corporate or stockholder approval on the part of Parent, other than the requisite approval of this Agreement, the Merger and the Parent Stock Issuance by the stockholders of Parent (the “Parent Stockholder Approval”). Subject to receipt of the consents or approvals set forth in Schedule 3.5, the execution and delivery of this Agreement by Parent and the performance of Parent’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Parent is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.5, will be a valid, binding and enforceable obligation of each of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of a majority of the outstanding shares of Parent Common Stock.
Authorization; No Violations. The execution and delivery of this Agreement and the performance of First Community and the Wholly Owned Bank’s obligations hereunder have been duly and validly authorized by the board of directors of First Community and the Wholly Owned Bank, do not violate or conflict with the articles of incorporation or by-laws of First Community, the charter or by-laws of the Wholly Owned Bank, the Illinois Business Corporation Act (the “Illinois BCA”), the Illinois Banking Act, or any applicable law, court order or decree to which First Community or the Wholly Owned Bank is a party or subject, or by which First Community or the Wholly Owned Bank is bound, and require no further corporate or shareholder approval on the part of First Community. Except as set forth on Schedule 4.4, the execution and delivery of this Agreement and the performance of First Community and the Wholly Owned Bank’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which First Community or the Wholly Owned Bank is bound. This Agreement, when executed and delivered, and subject to the regulatory approval described in Section 4.4, will be a valid, binding and enforceable obligation of First Community and the Wholly Owned Bank, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity.
Authorization; No Violations. 7.2.1. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements and the performance by it of the Transaction have been (or, in the case of the Ancillary Agreements, will have been at the Closing Date) duly authorized by all necessary corporate action. Assuming valid execution by the other parties thereto, this Agreement and each of the Ancillary Agreements to which the Purchaser is a party hereunder, constitutes (or will constitute when signed) a valid and binding agreement of the Purchaser, enforceable against it in accordance with the terms hereof or thereof, subject to the Enforceability Exception.
7.2.2. The execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the Transaction will not: (i) violate or conflict with any provision of the certificate of incorporation (or other constitutive documents) or by-laws (or other governing documents) of the Purchaser; (ii) materially breach, violate or constitute a default under or an event which would give rise to any right of termination or cancellation, in accordance with the express terms of any agreement, to which the Purchaser is a party, or by which the Purchaser or any of its properties or assets may be bound; (iii) violate or conflict with any Law applicable to the Purchaser or by which any of its properties or assets may be bound; or (iv) except as expressly envisaged in this Agreement, require any registration or filing by the Purchaser with, or any permit, license, exemption, consent, authorization or approval of, or the giving of any notice by the Purchaser to, any Governmental Entity.
Authorization; No Violations. The execution and delivery of this Agreement and the performance of Buyer’s obligations hereunder have been duly and validly authorized by the board of directors of Buyer, do not violate or conflict with Buyer’s articles of incorporation or by-laws, the Maryland General Corporation Law (the “MGCL”), or any applicable law, court order or decree to which Buyer is a party or subject, or by which Buyer is bound, and require no further corporate or stockholder approval on the part of Buyer. The execution and delivery of this Agreement and the performance of Merger Co.’s obligations hereunder have been duly and validly authorized by the board of directors of Merger Co., do not violate or conflict with Merger Co.’s certificate of incorporation or by-laws, the DGCL or any applicable law, court order or decree to which Merger Co. is a party or subject, or by which Merger Co. is bound, and require no further corporate or stockholder approval on the part of Merger Co. The execution and delivery of this Agreement and the performance of Buyer’s and Merger Co.’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Buyer or Merger Co. or their respective properties are bound, which would reasonably be expected to have a Buyer Material Adverse Effect. This Agreement, when executed and delivered, and subject to the approvals described in Section 4.3, will be a valid, binding and enforceable obligation of Buyer and Merger Co., subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity.
Authorization; No Violations. This Agreement and the transactions contemplated hereby have been approved by all necessary corporate action on the part of the Company (including the approval of its Board of Directors), except for the shareholder approval contemplated by Section 6.1 below. Except as set forth in Section 4.2 of the disclosure schedule attached hereto (the "Disclosure Schedule"), the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provision of the charter documents of the Company or any Subsidiary (as defined in Section 4.4 hereof); (ii) breach, violate or (whether immediately or with the lapse of time or the giving of notice or both) constitute an event of default under or an event which would give rise to any right of termination, cancellation, modification, acceleration or foreclosure under, or require any consent of or the giving of any notice to any third party under, any note, bond, indenture, credit facility, mortgage, security agreement, lease, license, franchise, permit or other agreement, instrument or obligation to which the Company or any Subsidiary is a party, or by which the Company or any Subsidiary or any of their properties or assets may be bound, or give rise to the creation of any lien, claim, pledge, security interest, mortgage, equity, right of first refusal, options, contractual commitment, conditional sales contract, reservation, restriction, charge, or encumbrance of any nature whatsoever (each an "Encumbrance") upon the capital stock of the Company or upon the properties or assets of the Company or any Subsidiary; (iii) violate or conflict with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof applicable to the Company or any Subsidiary or by which any of their properties or assets may be bound; or (iv) require any registration or filing by the Company, the Subsidiaries or any Shareholders of the Company with, or any permit, license, exemption, consent, authorization or approval of, or the giving of any notice by the Company, any Subsidiary or any of Shareholders of the Company to, any governmental or regulatory body, agency or authority, other than the HSR Filings (as defined in Section 7.3) and applications, approvals, or consents relating to the transfer of any "Licenses" (as defined in Section 4.12)...
Authorization; No Violations. The execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized by the Board of the Company. This Agreement constitutes a legal, valid and binding obligation of SIMC enforceable against SIMC in accordance with its terms. The execution and delivery of this Agreement by SIMC and the performance by SIMC of the transactions contemplated by this Agreement do not and will not conflict with or result in a violation, breach or termination of, or default under any term or provision of the corporate charter or bylaws of SIMC.
Authorization; No Violations. The execution, delivery and ---------------------------- performance of this Agreement, the Note and the other Loan Documents by Borrower or any of its Subsidiaries, as the case may be, are within the powers and authority of Borrower and each such Subsidiary, have been duly authorized by proper proceedings, and do not and will not contravene any provision of applicable law or Borrower's or any of its Subsidiary's organizational documents or governing documents or any amendment thereof or any indenture or agreement to which Borrower or any of its Subsidiaries is a party or of any other indenture or agreement or any order, regulation, ruling or requirement of a court or public body or authority by which Borrower or any of its Subsidiaries is bound, and will not result in, or require the creation or imposition of, any mortgage, security interest or other lien or encumbrance on the property or revenues of Borrower or any of its Subsidiaries. This Agreement, the Note and the other Loan Documents to which Borrower or any of its Subsidiaries is a party have been executed and delivered by Borrower and each such Subsidiary and constitute legal, valid and binding obligations of Borrower and each such Subsidiary, enforceable against Borrower and each such Subsidiary in accordance with their respective terms.
Authorization; No Violations. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s certificate of incorporation, by-laws, the DGCL, or any applicable law, court order or decree to which the Company or the Bank is a party or subject, or by which the Company, the Bank or their respective properties are bound, subject to the adoption of this Agreement and approval of the Merger by the stockholders of the Company. Except as set forth on Schedule 3.4, the execution and delivery of this Agreement and the performance of the Company’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which the Company, the Bank or their respective properties are bound. This Agreement, when executed and delivered, and subject to the approvals described in Section 3.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. No “business combination,” “moratorium,” “control share” or other antitakeover statute or regulation, nor any provision in the Company’s certificate of incorporation or by-laws, prohibits or restricts the Company’s ability to perform its obligations under this Agreement or any transaction contemplated hereby, including the Merger, or would have the effect of invalidating or voiding any provision of this Agreement or any transaction contemplated hereby, or would subject Buyer to any material impediment or material adverse condition in connection with the exercise of any of its rights hereunder.
