Common use of Authorization of Agreement; No Conflicts Clause in Contracts

Authorization of Agreement; No Conflicts. (a) The execution and delivery of this Agreement by Home and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Home. This Agreement has been duly executed and delivered by Home and constitutes a valid and binding obligation of Home, enforceable in accordance with its terms. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or result in any violation of or default or loss of a material benefit under any provision of the articles of incorporation, articles or association or bylaws of Home or Home Bank or, except for the necessity of obtaining Requisite Regulatory Approvals, any material mortgage, indenture, lease agreement or other material instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Home or Home Bank or their respective properties, other than any such conflict, violation, default or loss which will not have a material adverse effect on Home or Home Bank. No material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution and delivery of this Agreement by Home and Home Bank or the consummation by Home of the transactions contemplated hereby except for any approvals required to be obtained pursuant to the BHC Act or the Policy Statement of the Board of Governors of the Federal Reserve System on Nonvoting Equity Investments by Bank Holding Companies, 12 C.F.R. Section 225.143 (the "FRB Guidelines"), or any other applicable laws, for the execution and delivery of this Agreement and the issuance of the Warrants by Home.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Cu Bancorp), Reorganization Agreement (Home Interstate Bancorp)

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Authorization of Agreement; No Conflicts. (a) The execution and delivery of this Agreement by Home Tehama and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of HomeTehama. This Agreement has been duly executed and delivered by Home Tehama and constitutes a valid and binding obligation of HomeTehama, enforceable in accordance with its terms. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or result in any violation of or default or loss of a material benefit under any provision of the articles of incorporation, articles or association or bylaws of Home or Home Bank Tehama or, except for the necessity of obtaining Requisite Regulatory Approvals, any material mortgage, indenture, lease agreement or other material instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Home or Home Bank Tehama or their respective properties, other than any such conflict, violation, default or loss which will not have a material adverse effect on Home or Home BankTehama. No material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution and delivery of this Agreement by Home and Home Bank Tehama or the consummation by Home Tehama of the transactions contemplated hereby except for any approvals required to be obtained pursuant to the BHC Act BHCA or the Policy Statement of the Board of Governors of the Federal Reserve System on Nonvoting Equity Investments by Bank Holding Companies, 12 C.F.R. Section 225.143 (the "FRB Guidelines"), or any other applicable laws, for the execution and delivery of this Agreement and the issuance of the Warrants Options by HomeTehama.

Appears in 1 contract

Samples: Stock Option Agreement (Humboldt Bancorp)

Authorization of Agreement; No Conflicts. (a) The execution and delivery of this Agreement by Home CU and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of HomeCU. This Agreement has been duly executed and delivered by Home CU and constitutes a valid and binding obligation of HomeCU, enforceable in accordance with its terms. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or result in any violation of or default or loss of a material benefit under any provision of the articles of incorporation, articles or association or bylaws of Home CU or Home CU Bank or, except for the necessity of obtaining Requisite Regulatory Approvals, any material mortgage, indenture, lease agreement or other material instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Home CU or Home CU Bank or their respective properties, other than any such conflict, violation, default or loss which will not have a material adverse effect on Home CU or Home CU Bank. No material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution and delivery of this Agreement by Home CU and Home CU Bank or the consummation by Home CU of the transactions contemplated hereby except for any approvals required to be obtained pursuant to the BHC Act or the Policy Statement State ment of the Board of Governors of the Federal Reserve System on Nonvoting Equity Investments by Bank Holding Companies, 12 C.F.R. Section 225.143 (the "FRB Guidelines"), or any other applicable laws, for the execution and delivery of this Agreement and the issuance of the Warrants by HomeCU.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cu Bancorp)

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Authorization of Agreement; No Conflicts. (a) The execution and delivery of this Agreement by Home BOH and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of HomeBOH. This Agreement has been duly executed and delivered by Home BOH and constitutes a valid and binding obligation of HomeBOH, enforceable in accordance with its terms. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or result in any violation of or default or loss of a material benefit under any provision of the articles of incorporation, articles or association or bylaws of Home or Home Bank BOH or, except for the necessity of obtaining Requisite Regulatory Approvals, any material mortgage, indenture, lease agreement or other material instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Home or Home Bank BOH or their respective properties, other than any such conflict, violation, default or loss which will not have a material adverse effect on Home or Home BankBOH. No material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution and delivery of this Agreement by Home and Home Bank BOH or the consummation by Home BOH of the transactions contemplated hereby except for any approvals required to be obtained pursuant to the BHC Act or the Policy Statement of the Board of Governors of the Federal Reserve System on Nonvoting Equity Investments by Bank Holding Companies, 12 C.F.R. Section 225.143 (the "FRB Guidelines"), or any other applicable laws, for the execution and delivery of this Agreement and the issuance of the Warrants by HomeBOH.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Pacific Community Banking Group)

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