Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) Premier has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental and regulatory approvals and the receipt of approval of the Premier shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement. The execution and delivery of this Agreement and the Articles of Merger (including the Plan of Merger incorporated by reference therein), and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, except, in the case of this Agreement and the Plan of Merger, the approval of the Premier shareholders to the extent required by applicable law and the rules and regulations of the NYSE. This Agreement and the Plan of Merger constitute legal, valid and binding obligations of Premier, and each is enforceable against Premier in accordance with its terms and conditions, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or other similar laws from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof, shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of Premier or any Premier Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute 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, charge or encumbrance upon any property or asset of Premier or any Premier Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental or regulatory approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Premier or any Premier Subsidiary. (c) Other than in connection or compliance with the provisions of the federal securities laws, applicable state corporate and securities laws and the rules of the NYSE, and other than consents and approvals required from governmental or regulatory authorities (as provided in Section 5.4(b)), and other than notices to or filings with the Internal Revenue Service or the PBGC with respect to any employee benefit plans, or under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, no notice to, filing with, or consent or approval of, any public body or authority is necessary for the consummation by Premier of the Merger and the other transactions contemplated by this Agreement.

Authorized and Effective Agreement. (a) Premier Each of Purchaser and Merger Sub has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental and regulatory approvals and the receipt of approval of the Premier shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement. The execution execution, delivery and delivery performance of this Agreement by Purchaser and Merger Sub and the Articles of Merger (including the Plan of Merger incorporated by reference therein), and consummation of the Merger and the other transactions contemplated hereby and thereby, have been duly and validly authorized by the boards of directors of Purchaser and Merger Sub and by Purchaser as the sole stockholder of Merger Sub, which authorizations constitute all necessary corporate actionaction in respect thereof and which have not been rescinded, except, in the case of this Agreement and the Plan of Merger, the approval of the Premier shareholders to the extent required by applicable law and the rules and regulations of the NYSE. revoked or otherwise adversely modified. (b) This Agreement and constitutes the Plan of Merger constitute legal, valid and binding obligations of Premiereach of Purchaser and Merger Sub, and each is enforceable against Premier it in accordance with its terms and conditionssubject, in each such case subject as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect Legal Requirements of general applicability relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity (whether applied in a court of law or in equity)principles. (bc) Neither the execution and delivery of this Agreement or the Articles of MergerAgreement, nor consummation of the Merger and the other transactions contemplated hereby or therebyhereby, nor compliance by Premier Purchaser or Merger Sub with any of the provisions hereof or thereof, shall (i) conflict with or result in a breach of any provision of the Articles certificate of Incorporation incorporation or bylaws of Premier Purchaser or any Premier Subsidiary, Purchaser Subsidiary or (ii) constitute or result in a breach of violate any term, condition or provision of, or constitute a default under, or give rise Legal Requirements applicable to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Premier Purchaser or any Premier Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental or regulatory approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Premier or any Premier Purchaser Subsidiary. (cd) Other than the filing of the Certificate of Merger with the Delaware Secretary of State, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity, or any other Person, is required to be made or obtained by Purchaser or Merger Sub on or prior to the Effective Time in connection or compliance with the provisions execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the federal securities laws, applicable state corporate and securities laws and the rules of the NYSE, and other than consents and approvals required from governmental or regulatory authorities (as provided in Section 5.4(b)), and other than notices to or filings with the Internal Revenue Service or the PBGC with respect to any employee benefit plans, or under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, no notice to, filing with, or consent or approval of, any public body or authority is necessary for the consummation by Premier of the Merger and the other transactions contemplated by this Agreementhereby or thereby.

Authorized and Effective Agreement. (a) Premier Republic has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental and regulatory approvals and the receipt of approval of the Premier Republic shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this AgreementAgreement and the Plan of Merger. The execution and delivery of this Agreement and the Articles of Merger (including the Plan of Merger incorporated by reference therein)Merger, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, except, in the case of this Agreement and the Plan of Merger, the approval of the Premier Republic shareholders pursuant to and to the extent required by applicable law and the rules and regulations of the NYSElaw. This Agreement and the Plan of Merger constitute legal, valid and binding obligations of PremierRepublic, and each is enforceable against Premier Republic in accordance with its terms and conditionsterms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or other similar laws from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Premier Republic with any of the provisions hereof or thereof, shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws Bylaws of Premier Republic or any Premier Republic Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute 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, charge or encumbrance upon any property or asset of Premier Republic or any Premier Republic Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental or regulatory approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Premier Republic or any Premier Republic Subsidiary. (c) Other than in connection consents or compliance with the provisions of the federal securities laws, applicable state corporate and securities laws and the rules of the NYSE, and other than consents and approvals required from governmental from, or notices to, regulatory authorities (as provided in Section 5.4(b)), and other than notices to or filings with the Internal Revenue Service or the PBGC with respect to any employee benefit plans, or under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, no notice to, filing with, or consent or approval of, any public body or authority is necessary for the consummation by Premier Republic of the Merger and the other transactions contemplated by in this Agreement.

Authorized and Effective Agreement. (a) Premier Each of the Seller and the Holding Company has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental and regulatory approvals and the receipt of approval of the Premier shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement. The execution and delivery of this Agreement and the Articles of Merger (including the Plan of Merger incorporated by reference therein), and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, except, action in respect hereof on the case part of this Agreement each of the Seller and the Plan of Merger, the approval of the Premier shareholders to the extent required by applicable law and the rules and regulations of the NYSEHolding Company. This Agreement and the Plan of Merger constitute constitutes a legal, valid and binding obligations obligation of Premiereach of the Seller and the Holding Company, and each is enforceable against Premier each such party in accordance with its terms terms, except that enforcement thereof may be limited by the receivership, conservatorship and conditionssupervisory powers of bank regulatory agencies generally, in each such case subject to (i) as well as bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, moratorium or other similar laws from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; generally and (ii) except that enforcement thereof may be subject to general principles of equity (regardless of whether applied enforcement is considered in a court proceeding in equity or at law) and the availability of law or in equity)equitable remedies. (b) Neither the execution and delivery of this Agreement or the Articles of MergerAgreement, nor the consummation of the transactions contemplated hereby or therebyhereby, nor the compliance by Premier either Seller or the Holding Company with any of the provisions hereof or thereof, shall (i) conflict with or result in a breach of any provision of the Articles Charter or by-laws of Incorporation the Seller, the Holding Company or bylaws of Premier or any Premier Subsidiarythe Bank, (ii) constitute or result in a breach of any term, condition or provision of, or constitute 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, charge or encumbrance upon any property or asset of Premier the Bank or any Premier Subsidiary the Stock pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, the result of which, individually or in the aggregate, would have a Material Adverse Effect on the Bank or (iii) subject to receipt of all required governmental or regulatory approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Premier the Seller, the Holding Company or the Bank, or any Premier Subsidiaryof the Bank's Subsidiaries excluding from this clause (iii) violations which, either individually or in the aggregate, would not have a Material Adverse Effect on the Bank or otherwise prevent the Seller or the Holding Company from performing its obligations under this Agreement. (c) Other than Except as set forth in connection Section 5.1 hereto and except for consents, approvals, filings, notices or compliance with registrations the provisions failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Bank or prevent the consummation of the federal securities lawsAcquisition, applicable state corporate and securities laws and the rules of the NYSEno consents or approvals of, and other than consents and approvals required from governmental or regulatory authorities (as provided in Section 5.4(b))notices to, and other than notices to or filings with the Internal Revenue Service or the PBGC with respect to any employee benefit plans, or under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, no notice to, filing registrations with, or consent or approval of, any public body or authority is necessary for are necessary, and no consents or approvals of or notices to any third parties are necessary, in connection with the execution, delivery and performance of this Agreement by the Seller or the Holding Company or the consummation by Premier the Seller or the Holding Company of the Merger and the other transactions contemplated by this AgreementAcquisition.

Authorized and Effective Agreement. (a) Premier Seller has all requisite corporate 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 and regulatory approvals of Regulatory Authorities and the receipt of approval of the Premier shareholders of this Agreement and by the Plan holders of Mergera majority of the outstanding Seller Common Stock) to perform all of its obligations under hereunder. This Agreement, the Cash-Out Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and , other than the Articles of Holding Company Merger (including or the Plan of Merger incorporated by reference therein), and consummation of the transactions contemplated hereby and therebyBank Merger, have been duly and validly authorized by all necessary the Board of Directors of Seller and no other corporate actionaction is required in respect thereof on the part of Seller, except, in except for the case approval of this Agreement and by the Plan holders of Merger, the approval a majority of the Premier shareholders to the extent required by applicable law and the rules and regulations of the NYSEoutstanding Seller Common Stock. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer and Merger Sub, constitutes the Plan of Merger constitute legal, valid and binding obligations obligation of PremierSeller, and each is enforceable against Premier Seller in accordance with its terms and conditionsterms, in each such case subject subject, as to (i) enforceability, to bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or insolvency and other similar laws from time to time in effect of general applicability relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; and (ii) to general principles of equity (whether applied in a court of law or in equity)principles. (b) Neither Except as Previously Disclosed, neither the execution and delivery of this Agreement or the Articles of MergerAgreement, nor consummation completion of the Merger and the other transactions contemplated hereby or therebyby this Agreement, nor compliance by Premier Seller or any of its Subsidiaries with any of the provisions hereof does or thereof, shall will (i) conflict with or result in a breach of any provision provisions of the Articles articles of Incorporation incorporation or bylaws of Premier Seller or the governing documents of any Premier Subsidiaryof its Subsidiaries, (ii) constitute violate, conflict with 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 constitute 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, charge or encumbrance Lien upon any property or asset of Premier Seller or any Premier Subsidiary of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, permit, contractlease, agreement or other material instrument or obligationobligation to which Seller or any of its Subsidiaries is a party, or by which any of their properties or assets may be bound or affected, or (iii) subject to the filing of notices and applications with, and the receipt of all required governmental or regulatory approvalsapprovals from Regulatory Authorities and the stockholders of Seller, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Premier Seller or any Premier Subsidiaryof its Subsidiaries. (c) Other than Except for (i) the filing of notices and applications with and the approvals of applicable Regulatory Authorities, (ii) the approval of this Agreement by the holders of a majority of the outstanding Seller Common Stock, and (iii) the filing of the Articles of Merger with the Illinois Secretary, the filing of articles of merger and a certificate of merger with the Illinois Secretary and the Department, respectively, with respect to the Holding Company Merger, and the filing of required documents with the OCC to cause the Bank Merger to become effective, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Seller or any of its Subsidiaries in connection or compliance with the provisions completion of the federal securities laws, applicable state corporate and securities laws and the rules Merger or any of the NYSEother transactions contemplated by this Agreement. (d) As of the date hereof, and other than Seller is not aware of any reasons relating to Seller or any of its Subsidiaries (including CRA compliance) why all consents and approvals required shall not be procured from governmental or regulatory authorities (all Regulatory Authorities having jurisdiction over the Merger and the other transactions contemplated by this Agreement, as provided in Section 5.4(b)), and other than notices to or filings with the Internal Revenue Service or the PBGC with respect to any employee benefit plans, or under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, no notice to, filing with, or consent or approval of, any public body or authority is shall be necessary for the consummation by Premier completion of the Merger and the other transactions contemplated by this Agreement.