Authorization of Merger Agreement. The Bank has full right and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Merger Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of the Bank and by its sole shareholder, and no other corporate act or proceeding on the part of the Bank is necessary to authorize the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated hereby.
Authorization of Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by the Company. To the knowledge of the Company Parties, no event or condition has occurred or exists that has terminated or would permit termination of the Merger Agreement
Authorization of Merger Agreement. All necessary corporate action of the Company has been duly and validly taken by the Company to authorize the execution, delivery and performance of the definitive agreement and plan of merger (the “Merger Agreement”), dated as of March 31, 2021, by and among the Company, Merger Sub Gotham 1, LLC, a wholly owned subsidiary of the Company, Merger Sub Gotham 2, LLC, a wholly owned subsidiary of the Company, and KushCo Holdings, Inc. (the “KushCo”) pursuant to which the Company and KushCo will combine as further set forth in the Merger Agreement (the “Merger”). The Merger Agreement has been duly and validly authorized by all necessary corporate action, executed and delivered by the Company and constitutes legal, valid and binding obligations of the Company enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity or public policy (regardless of whether enforcement is sought in a proceeding at law or in equity). Any certificate signed by an officer of the Company and delivered to Cxxxx or to counsel for Cxxxx pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company to Cxxxx as to the matters set forth therein. The Company acknowledges that Cxxxx and, for purposes of the opinions to be delivered pursuant to Section 7 and Section 8 hereof, counsel to the Company and counsel to Cxxxx, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Authorization of Merger Agreement. The Company has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and the Merger Agreement. The Board has (i) determined that the transactions contemplated under the Merger Agreement are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable
Authorization of Merger Agreement. All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of the Merger Agreement. The Merger Agreement constitutes legal, valid and binding obligations of the Company enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity or public policy (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authorization of Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by each of the Company and Bancorporation and, assuming due authorization, execution and delivery thereof by CaminoReal, constitutes a valid, legal and binding agreement of the Company and Bancorporation, enforceable against the Company and Bancorporation in accordance with its terms except to the extent enforceability may be limited by the Enforceability Exceptions and except that enforcement of rights to indemnification and contribution contained therein may be limited by applicable federal or state laws or the public policy underlying such laws.
Authorization of Merger Agreement. Cornerstone has full right and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Merger Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of Cornerstone and by its shareholder, and no other corporate act or proceeding on the part of Cornerstone is necessary to authorize the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated hereby. Generally
Authorization of Merger Agreement. Bank SNB has full right and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Merger Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of Bank SNB and by its sole shareholder, and no other corporate act or proceeding on the part of Bank SNB is necessary to authorize the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated hereby.
Authorization of Merger Agreement. Arvest has full right and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Merger Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of Arvest and by its sole shareholder, and no other corporate act or proceeding on the part of Arvest is necessary to authorize the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated hereby.
Authorization of Merger Agreement. All necessary corporate action has been duly and validly taken by the Company and the Merger Sub to authorize the execution, delivery and performance of the Merger Agreement. The Merger Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company and the Merger Sub, executed and delivered by the Company and the Merger Sub and constitutes legal, valid and binding obligations of the Company and the Merger Sub enforceable against the Company and the Merger Sub in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity or public policy (regardless of whether enforcement is sought in a proceeding at law or in equity).
