Common use of Authorized and Effective Agreement; Consents and Approvals Clause in Contracts

Authorized and Effective Agreement; Consents and Approvals. (a) Each of Bancshares and the Bank have all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which each is or will be a party and (subject to receipt of all necessary governmental and shareholder approvals and the expiration of all applicable waiting periods) to perform all of its obligations under this Agreement and each of the other Transaction Documents. The execution and delivery of this Agreement and each of the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Bancshares and the Bank, other than the receipt of the shareholder approval contemplated by Section 7.4. This Agreement and each of the other Transaction Documents executed at this time have been duly and validly executed and delivered by Bancshares and the Bank and constitute (or will constitute) legal, valid and binding obligations of Bancshares and the Bank which are enforceable against Bancshares and the Bank in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Southwest Bancorp Inc)

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Authorized and Effective Agreement; Consents and Approvals. (a) Each of Bancshares Bear State and the Bank have has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which each is or will be a party and (subject to receipt of all necessary governmental and shareholder approvals and the expiration of all applicable waiting periods) to perform all of its obligations under this Agreement and each of the other Transaction Documents. The execution and delivery of this Agreement and each of the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Bancshares Bear State and the Bank, other than the receipt of the shareholder approval contemplated by Section 7.47.2. This Agreement and each of the other Transaction Documents executed at this time to which Bear State and the Bank are parties have been duly and validly executed and delivered by Bancshares Bear State and the Bank and constitute (or will constitute) legal, valid and binding obligations of Bancshares Bear State and the Bank which are enforceable against Bancshares Bear State and the Bank in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Bear State Financial, Inc.)

Authorized and Effective Agreement; Consents and Approvals. (a) Each of Bancshares WBI and the Bank have has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which each is or will be a party and (subject to receipt of all necessary governmental and shareholder approvals and the expiration of all applicable waiting periodsapprovals) to perform all of its obligations under this Agreement and each of the other Transaction Documents. The execution and delivery of this Agreement and each of the other Transaction Documents, Documents and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Bancshares the Boards of Directors of WBI and the Bank, other than the receipt of the shareholder approval contemplated by Section 7.46.6. This Agreement and each of the other Transaction Documents executed at this time have has been duly and validly executed and delivered by Bancshares WBI and the Bank, and each other Transaction Document to which WBI and the Bank is party will be duly and constitute (validly executed and delivered at Closing and, subject to obtaining the requisite approval by the shareholders of WBI, constitutes or will constitute) constitute legal, valid and binding obligations of Bancshares WBI and the Bank which are enforceable against Bancshares WBI and the Bank in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court.

Appears in 1 contract

Samples: Share Acquisition Agreement (Bank7 Corp.)

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Authorized and Effective Agreement; Consents and Approvals. (a) Each of Bancshares Arvest and the Bank have Acquisition has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which each it is or will be a party and (subject to receipt of all necessary governmental and shareholder approvals and the expiration of all applicable waiting periodsapprovals) to perform all of its obligations under this Agreement and each of the other Transaction DocumentsDocuments to which it is a party. The execution and delivery of this Agreement and each of the other Transaction Documents, Documents and the consummation of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Bancshares Arvest and the Bank, other than the receipt of the shareholder approval contemplated by Section 7.4Acquisition. This Agreement and each of the other Transaction Documents executed at this time have has been duly and validly executed and delivered by Bancshares each of Arvest and the Bank Acquisition (and constitute each other Transaction Document to which such Person is a party will be duly and validly executed and delivered at Closing) and constitutes (or will constitute) legal, valid and binding obligations of Bancshares each of Arvest and the Bank Acquisition which are enforceable against Bancshares Arvest and the Bank Acquisition in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Bear State Financial, Inc.)

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