Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BankUnited, including approval of the Merger by its Board of Directors. Stockholder approval is not required. This Agreement, subject to any requisite regulatory approval hereof with respect to the Merger, represents a valid and legally binding obligation of BankUnited, enforceable against BankUnited in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability affecting creditors rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(b) Neither the execution and delivery of this Agreement by BankUnited, nor the consummation by BankUnited of the transactions contemplated hereby nor compliance by BankUnited with any of the provisions hereof will (i) conflict with or result in a breach of any provision of BankUnited's articles of incorporation or bylaws or (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any Lien upon any property or assets of any of BankUnited or its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on BankUnited or the transactions contemplated hereby or thereby or (iii) subject to receipt of the requisite approvals referred to in Section 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BankUnited or any of its Subsidiaries or any of their properties or assets.
(c) Other than (i) in connection with complying with the provisions of applicable state corporate and securities laws, the Securities Act, the Exchange Act, and the rules and regulations of the SEC or the OTS promulgated thereunder (the "Securities Laws"), and (ii) consents, authorizations, approvals or exemptions required from the OTS, no notice to, filing ...
Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Sterling and Bancorporation, to the extent required by applicable law. This Agreement represents a valid and legally binding obligation of each of Sterling and Bancorporation, enforceable against Sterling and Bancorporation in accordance with its terms except as such enforcement may be limited by the Remedies Exception.
(b) Neither the execution and delivery of this Agreement by Sterling or Bancorporation, the consummation by Sterling or Bancorporation of the transactions contemplated hereby nor compliance by Sterling or Bancorporation with any of the provisions hereof will (i) conflict with or result in a breach of any provision of Sterling's Articles of Incorporation or bylaws or the Certificate of Incorporation or bylaws of Bancorporation, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any Lien upon any property or assets of Sterling or Bancorporation pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be subject, and that would, individually or in the aggregate, have a Sterling Material Adverse Effect or (iii) subject to receipt of the requisite approvals referred to in Section 9.01(b) of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Sterling or Bancorporation or any of its properties or assets.
Authorization of Merger and Related Transactions. 15 5.05 SECURITIES REPORTING DOCUMENTS AND FINANCIAL STATEMENTS . 16 5.06 ABSENCE OF UNDISCLOSED LIABILITIES. . . . . . . . . . . . 17 5.07
Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement by CCBF, CCBFC and CCB Bank and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of CCBF, CCBFC and CCB Bank, subject to (a) ratification by the Boards of Directors of CCBF and CCB Bank of the actions of their respective Executive Committees in adopting this Agreement, and (b) the approval of the shareholder of CCBFC and CCB Bank to the extent required by applicable Law. This Agreement, subject to requisite director and shareholder approvals and Regulatory Approvals, represents a legal, valid and binding obligation of CCBF, CCBFC and CCB Bank, enforceable against CCBF, CCBFC and CCB Bank in accordance with its terms.
(b) Neither the execution and delivery of this Agreement by CCBF, CCBFC or CCB Bank, nor the consummation by CCBF, CCBFC or CCB Bank of the transactions contemplated hereby to which they are a party, nor compliance by them with any of the provisions hereof will (i) conflict with or result in a breach of any provision of CCBF's Amended and Restated Articles of Incorporation or Amended Bylaws (as amended), CCFC's Articles of Incorporation or Bylaws, or CCB Bank's Amended and Restated Articles of Incorporation (as amended) or Amended Bylaws (as amended), or (ii) constitute or result in a Default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any Lien upon, any Assets of any of CCBF or any CCBF Subsidiary, or (iii) subject to receipt of all requisite director and shareholder approvals and Regulatory Approvals, violate any Law applicable to CCBF or any CCBF Subsidiary or any of their respective Assets.
(c) Other than (i) in connection or compliance with the provisions of applicable Securities Laws and the rules and regulations of the NYSE, (ii) Consents required from Regulatory Authorities, (iii) notices to or filings with the IRS or the PBGC with respect to any employee benefit plans, or under the HSR Act, and (iv) filings of the Articles of Merger and the Bank Articles of Merger with the NC SecState, no notice to, filing with or Consent of any public body or authority is necessary for the consummation by CCBF, CCBFC and CCB Bank of the Merger, the Bank Merger, the Second Merger, and the other transactions contemplated in this Agreement.
Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Sterling, to the extent required by applicable law. This Agreement represents a valid and legally binding obligation of Sterling, enforceable against Sterling in accordance with its terms except as such enforcement may be limited by the Remedies Exception.
(b) Neither the execution and delivery of this Agreement by Sterling, the consummation by Sterling of the transactions contemplated hereby nor compliance by Sterling with any of the provisions hereof will (i) conflict with or result in a breach of any provision of Sterling’s Articles of Incorporation or bylaws, (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any Lien upon any property or assets of Sterling pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be subject, and that would, individually or in the aggregate, have a Sterling Material Adverse Effect or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Sterling or any of its properties or assets.
Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of First Houston, including unanimous approval of the Merger by the First Houston Board, subject to the approval of the Merger by the shareholders of First Houston to the extent required by applicable law. The First Houston Board has unanimously determined that the Merger is fair to and in the best interests of First Houston and its shareholders and the First Houston Board has unanimously determined to submit this Agreement, the Merger and the transactions contemplated hereby and thereby for approval by the shareholders of First Houston and unanimously recommends that such shareholders approve and adopt same. The only shareholder approval required for the approval of the Merger is the approval of two-thirds of the outstanding shares of First Houston Common Stock voting as a single class and two-thirds of the outstanding shares of First Houston Preferred Stock voting as a single class. This Agreement, subject to any requisite shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of First Houston, enforceable against First Houston in accordance with its terms, except as such enforcement may be limited by the Remedies Exception.
(b) Except as set forth in Section 5.04(b) of the First Houston Disclosure Schedule, neither the execution and delivery of this Agreement by First Houston, nor the consummation by First Houston of the transactions contemplated hereby or thereby nor compliance by First Houston with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of First Houston's Articles of Incorporation, as amended, or bylaws, as amended, or (ii) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any Lien upon, any property or assets of First Houston or any of its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any o...
Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Merger, if any) have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Charter, including (i) waiver by the Charter Board of all restrictions upon ownership by NationsBank of Charter Capital Stock contained in any agreement between the parties hereto and (ii) approval of the Merger by the Charter Board, subject to the approval of the Merger by the stockholders of Charter to the extent required by the applicable law. The only stockholder approval required for the approval of the Merger is the approval of two-thirds of the outstanding shares of Charter Capital Stock voting together as if a single class (and in which voting, each share of Charter Special Common Stock shall be entitled to 14 votes). This Agreement, subject to any requisite stockholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of Charter, enforceable against Charter in accordance with its terms, except as such enforcement may be limited by the Remedies Exception.
(b) Except as set forth in Section 5.04 of the Charter Disclosure Schedule, neither the execution and delivery of this Agreement by Charter, nor the consummation by Charter of the transactions contemplated hereby or thereby nor compliance by Charter with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision
Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NationsBank, to the extent required by
Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Sterling, to the extent required by applicable law. This Agreement represents a valid and legally binding obligation of Sterling, enforceable against Sterling in accordance with its terms except as such enforcement may be limited by the Remedies Exception.
(b) Neither the execution and delivery of this Agreement by Sterling, the consummation by Sterling of the transactions contemplated hereby nor compliance by Sterling
Authorization of Merger and Related Transactions. (a) The execution and delivery of this Agreement by Group and Acquisition and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of them. This Agreement subject to receipt of all required Regulatory Approvals, represents a legal, valid and binding obligation of Group and Acquisition, enforceable against each of them in accordance with its terms.
(b) Neither the execution and delivery of this Agreement by Group and Acquisition, nor the consummation by Group and Acquisition of the transactions contemplated hereby to which it is a party, nor compliance by it with any of the provisions hereof will (i) conflict with or result in a breach of any provision of Articles of Incorporation or Bylaws of either of them or (ii) constitute or result in a Default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any Lien upon, any Assets of either of them, or (iii) subject to receipt of all required Regulatory Approvals, violate any Law applicable to either of them or any of their respective Assets.
(c) Other than (i) in connection or compliance with the provisions of applicable Securities Laws, (ii) Consents required from Regulatory Authorities, (iii) notices to or filings with the IRS or the PBGC with respect to any employee benefit plans, or under the HSR Act, and (iv) filings of the Articles of Merger with the Delaware SecState and the NC SecState, no notice to, filing with or Consent of any public body or authority is necessary for the consummation by Group and Acquisition of the Merger and the other transactions contemplated in this Agreement.
