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.
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Samples: Merger Agreement (Sterling Bancshares Inc), Merger Agreement (Sterling Bancshares Inc)
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 First Charter, including approval of Sterling the Merger and Bancorporationthe issuance of First Charter Common Stock in connection therewith by its Board of Directors, subject to the approval of the shareholders of First Charter with respect to the Merger to the extent required by applicable law. This Agreement Agreement, subject to any requisite shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of each of Sterling and BancorporationFirst Charter, enforceable against Sterling and Bancorporation First Charter in accordance with its terms terms, except as such enforcement may be limited by the Remedies Exception.
(b) Neither the execution and delivery of this Agreement by Sterling or BancorporationFirst Charter, nor the consummation by Sterling or Bancorporation First Charter of the transactions contemplated hereby nor compliance by Sterling or Bancorporation First Charter with any of the provisions hereof will (i) conflict with or result in a breach of any provision of Sterling's its Articles of Incorporation or bylaws or the Certificate of Incorporation or bylaws of Bancorporationbylaws, (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 upon, any property or assets of Sterling any of First Charter or Bancorporation its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which it any of them is a party or by which it any of them or any of its their properties or assets may be subject, and that would, individually or in the aggregateany such event, have a Sterling Material Adverse Effect material adverse effect on the Condition of First Charter and its Subsidiaries on a consolidated basis or the ability of First Charter to consummate the transactions contemplated hereby, or (iii) subject to receipt of the requisite approvals referred to in Section 9.01(bSECTION 9.01(A) of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Sterling or Bancorporation First Charter or any of its Subsidiaries or any of their properties or assets.
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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 BancorporationMerger Sub, to the extent required by applicable law. This Agreement represents a valid and legally binding obligation of each of Sterling and BancorporationMerger Sub, enforceable against Sterling and Bancorporation each of them in accordance with its terms except as such enforcement may be limited by the Remedies Exception.
(b) Neither None of the execution and delivery of this Agreement by Sterling or Bancorporationand Merger Sub, the consummation by Sterling or Bancorporation and Merger Sub of the transactions contemplated hereby nor or compliance by Sterling or Bancorporation and Merger Sub with any of the provisions hereof will (i) conflict with or result in a breach of any provision of Sterling's Articles ’s or Merger Sub’s articles of Incorporation incorporation or bylaws or the Certificate of Incorporation or bylaws of Bancorporationbylaws, (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 Merger Sub pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which it either of them is a party or by which it either of them or any of its their respective 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(b9.1(b) of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Sterling or Bancorporation Merger Sub or any of its their respective properties or assets.
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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(b9.01(c) 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.
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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 BancorporationMerger Subsidiary, to the extent required by applicable law. This Agreement represents a valid and legally binding obligation of each of Sterling and BancorporationMerger Subsidiary, enforceable against Sterling and Bancorporation Merger Subsidiary 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 BancorporationMerger Subsidiary, nor the consummation by Sterling or Bancorporation Merger Subsidiary of the transactions contemplated hereby or thereby nor compliance by Sterling or Bancorporation Merger Subsidiary with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of Sterling's Articles of Incorporation Incorporation, as amended, or restated bylaws or the Certificate articles of Incorporation incorporation or bylaws of Bancorporation, Merger Subsidiary 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 any of Sterling or Bancorporation its Subsidiaries pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which it any of them is a party or by which it any of them or any of its their properties or assets may be subject, and that would, individually or in the aggregateany such event, have a Sterling Material Adverse Effect or (iii) subject to receipt of the requisite approvals referred to in Section 9.01(b) 9.01 of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Sterling or Bancorporation any of its Subsidiaries or any of its their properties or assets.
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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.
(c) Other than consents, authorizations, approvals or exemptions required from the Commissioner, the OCC, the FDIC, or the Federal Reserve Board and the filing of articles of merger in accordance with the TBCA, no notice to, filing with, authorization of, exemption by, or consent or approval of any governmental body, authority or other Person is necessary for the consummation by Sterling, Bancorporation or the Merger Sub of the Merger and the other transactions contemplated by this Agreement.
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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 BancorporationMerger Sub, to the extent required by applicable law. This Agreement represents a valid and legally binding obligation of each of Sterling and BancorporationMerger Sub, enforceable against Sterling and Bancorporation Merger Sub 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 BancorporationMerger Sub, the consummation by Sterling or Bancorporation Merger Sub of the transactions contemplated hereby nor compliance by Sterling or Bancorporation Merger Sub 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 Articles of Incorporation or bylaws of BancorporationMerger Sub, (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 Merger Sub 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(b9.1(b) of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Sterling or Bancorporation Merger Sub or any of its properties or assets.
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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 BancorporationMerger Sub, to the extent required by applicable law. This Agreement represents a valid and legally binding obligation of each of Sterling and BancorporationMerger Sub, enforceable against Sterling and Bancorporation Merger Sub 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 BancorporationMerger Sub, the consummation by Sterling or Bancorporation Merger Sub of the transactions contemplated hereby nor compliance by Sterling or Bancorporation Merger Sub with any of the provisions hereof will (i) conflict with or result in a breach of any provision of Sterling's ’s Articles of Incorporation or bylaws or the Certificate of Incorporation or bylaws of BancorporationMerger Sub, (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 Merger Sub 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(b9.1(b) of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Sterling or Bancorporation Merger Sub or any of its properties or assets.
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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 CSB, including approval of Sterling the Merger by its Board of Directors, subject to the approval of the shareholders of CSB with respect to this Agreement and Bancorporation, the Merger to the extent required by applicable law. This Agreement Agreement, subject to such requisite shareholder approval hereof with respect to the Merger, represents a valid and legally binding obligation of each of Sterling and BancorporationCSB, enforceable against Sterling and Bancorporation CSB in accordance with its terms terms, except as such enforcement may be limited by the Remedies Exception.
(b) Neither Except as set forth in SECTION 5.04(B) OF THE CSB DISCLOSURE SCHEDULE, neither the execution and delivery of this Agreement by Sterling or BancorporationCSB, nor the consummation by Sterling or Bancorporation CSB of the transactions contemplated hereby hereby, nor compliance by Sterling or Bancorporation CSB with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of SterlingCSB's Articles of Incorporation or bylaws or the Certificate of Incorporation or bylaws of Bancorporationbylaws, (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 require any consent, approval or waiver 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 any of CSB or Bancorporation its Subsidiaries pursuant to to, any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which it any of them is a party or by which it any of them or any of its their properties or assets may be subject, and that wouldthat, in any such event, is reasonably likely to have, individually or in the aggregate, have a Sterling Material Adverse Effect Effect, or (iii) subject to receipt of the requisite approvals referred to in Section 9.01(bSECTIONS 9.01(A) and 9.01(B) of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Sterling CSB or Bancorporation its Subsidiaries or any of its their properties or assets.
(c) Other than (i) in connection or compliance 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 FDIC promulgated thereunder (the "Securities Laws"), and (ii) Approvals required from the OCC, no notice to, filing with, authorization of, exemption by, or consent or other Approval of any public body or authority is necessary for the consummation by CSB of the Merger and the other transactions contemplated in this Agreement.
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