Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) Seller has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of Seller's shareholders of this Agreement and subject to the amendment of the Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% of the outstanding shares of Seller Bank) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been deemed advisable by the Board and duly authorized and approved by all necessary corporate action in respect thereof on the part of Seller, except for the approval of this Agreement by Seller's shareholders. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 USC 1818(6) or by the appointment of a conservator by the FDIC.

Authorized and Effective Agreement. (a) Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals of Governmental Entities and the approval of Seller's shareholders and adoption of this Agreement and subject to the amendment of the Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% of the outstanding shares of Seller Bankby Seller's shareholders) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been deemed advisable duly authorized by the Board and duly authorized of Directors of Seller and approved by all necessary corporate action in respect thereof on the part of Seller, except for the approval adoption of this Agreement by the requisite vote of Seller's shareholders. No further consent or approval of Seller's shareholders is necessary to approve and adopt this Agreement and the completion of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 USC 1818(6U.S.C. Section 1818(b) or by the appointment of a conservator by the FDIC.

Authorized and Effective Agreement. (a) Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of Seller's shareholders of this Agreement and subject to the amendment of the Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% of the outstanding shares of Seller BankAgreement) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been deemed advisable approved by the Board Boards of Directors of Seller and Seller Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of SellerSeller and Seller Bank, except for the approval of this Agreement by Seller's shareholdersshareholders and Seller as the sole shareholder of Seller Bank. This Agreement has been duly and validly executed and delivered by Seller and Seller Bank and, assuming due authorization, execution and delivery by BuyerBuyer and Buyer Bank, constitutes a legal, valid and binding obligation of SellerSeller and Seller Bank, enforceable against Seller and Seller Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles principles, and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 USC 1818(6U.S.C. Section 1818(b) or by the appointment of a conservator by the FDIC.

Authorized and Effective Agreement. (a) Seller has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of Seller's shareholders of this Agreement and subject to the amendment of the Amended Seller's Articles of Incorporation and to the amendment of the Charter of Seller Bank Bank, if necessary, with respect to acquisitions of more than 10% of the outstanding shares of Seller and Seller Bank) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been deemed advisable by the Board and duly authorized and approved by all necessary corporate action in respect thereof on the part of Seller, except for the approval of this Agreement by Seller's shareholders. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 USC 1818(6) or by the appointment of a conservator by the FDIC.

Authorized and Effective Agreement. (a) Seller has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of Seller's ’s shareholders of this Agreement and subject to the amendment of the Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% of the outstanding shares of Seller BankAgreement) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been deemed advisable approved by the Board Boards of Directors of Seller and Seller Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of SellerSeller and Seller Bank, except for the approval of this Agreement by Seller's shareholders’s shareholders and Seller as the sole shareholder of Seller Bank. This Agreement has been duly and validly executed and delivered by Seller and Seller Bank and, assuming due authorization, execution and delivery by BuyerBuyer and Buyer Bank, constitutes a legal, valid and binding obligation of SellerSeller and Seller Bank, enforceable against Seller and Seller Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles principles, and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 USC 1818(6U.S.C. §1818(b) or by the appointment of a conservator by the FDIC.

Authorized and Effective Agreement. (a) Seller has all requisite power and authority to enter into execute and deliver this Agreement and (subject to receipt of all necessary governmental approvals from Regulatory Authorities and the approval of Seller's shareholders of this Agreement and subject to the amendment of the Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% of the outstanding shares of Seller BankAgreement) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby hereby, up to and including the Merger, have been deemed advisable approved by the Board Boards of Directors of Seller and Seller Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of SellerSeller and Seller Bank, except for the approval of this Agreement by Seller's shareholdersshareholders and Seller as the sole shareholder of Seller Bank. This Agreement has been duly and validly executed and delivered by Seller and Seller Bank and, assuming due authorization, execution and delivery by BuyerBuyer and Buyer Bank, constitutes a legal, valid and binding obligation of SellerSeller and Seller Bank, enforceable against Seller and Seller Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles principles, and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 USC 1818(6U.S.C. ss.1818(b) or by the appointment of a conservator by the FDIC.

Authorized and Effective Agreement. (a) Seller has all requisite power and authority to enter into this Agreement and (subject to the filing of notices and applications with, and the receipt of all necessary governmental approvals of Regulatory Authorities and the approval of Seller's shareholders of this Agreement and subject to by the amendment holders of the Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% two-thirds of the outstanding shares of Seller BankCommon Stock) to perform all of its respective obligations hereunder. The execution This Agreement, the Cash-Out Merger, the Bank Merger and delivery Plan of this Agreement and the completion of the transactions contemplated hereby Bank Merger have been deemed advisable by the Board and duly authorized and approved by all necessary the Board of Directors of Seller and no other corporate action is required in respect thereof on the part of Seller, except for the approval of this Agreement by Seller's shareholdersthe holders of two-thirds of the outstanding Seller Common Stock and the approval of the Bank Merger and Plan of Bank Merger by the holders of two-thirds of the outstanding Bank Common Stock. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by BuyerBuyer and Merger Sub, constitutes a the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 USC 1818(6) or by the appointment of a conservator by the FDICprinciples.

Authorized and Effective Agreement. (a) Seller has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of Seller's shareholders of this Agreement and subject to the amendment of the Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% of the outstanding shares of Seller BankAgreement) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been deemed advisable approved by the Board Boards of Directors of Seller and Seller Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of SellerSeller and Seller Bank, except for the approval of this Agreement by Seller's shareholdersshareholders and Seller as the sole shareholder of Seller Bank. This Agreement has been duly and validly executed and delivered by Seller and Seller Bank and, assuming due authorization, execution and delivery by BuyerBuyer and Buyer Bank, constitutes a legal, valid and binding obligation of SellerSeller and Seller Bank, enforceable against Seller and Seller Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles principles, and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 USC 1818(6U.S.C. ss.1818(b) or by the appointment of a conservator by the FDIC.

Authorized and Effective Agreement. (a) Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of Seller's shareholders of this Agreement and subject to the amendment of the Amended Articles of Incorporation of Seller Bank with respect to acquisitions of more than 10% of the outstanding shares of Seller BankAgreement) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been deemed advisable approved by the Board Boards of Directors of Seller and Seller Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of SellerSeller and Seller Bank, except for the approval of this Agreement by Seller's shareholdersshareholders and Seller as the sole shareholder of Seller Bank. This Agreement has been duly and validly executed and delivered by Seller and Seller Bank and, assuming due authorization, execution and delivery by BuyerBuyer and Buyer Bank, constitutes a legal, valid and binding obligation of SellerSeller and Seller Bank, enforceable against Seller and Seller Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles principles, and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 USC 1818(6U.S.C. sec. 1818(b) or by the appointment of a conservator by the FDIC.