CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp Disclosure Letter, neither the execution and delivery of this Agreement by CoBancorp, nor the consummation by CoBancorp of the transactions contemplated hereby, nor compliance by CoBancorp with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of its Corporate Governance Documents, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of CoBancorp or any of the CoBancorp Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp or any CoBancorp Subsidiary is a party or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Disclosure Letter or which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp or any CoBancorp Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates of merger pursuant to the OGCL, (iii) filings required under the securities or blue sky laws of the various states, (iv) filings with, and approval by, the FRB, (v) filings with, and approval by, the OCC, (vi) filings with, and approval by, the OTS, (vii) filings with, and approval by the Division, (viii) filings and approvals pursuant to any applicable State Takeover Approvals, or (ix) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or made, wil...
CONSENT AND APPROVALS; NO VIOLATION. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and the performance by Parent of its obligations hereunder will not:
CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser and Sub nor the consummation by Purchaser and Sub of the transactions contemplated hereby will:
CONSENT AND APPROVALS; NO VIOLATION. The execution and delivery of this Agreement by Buyer and Parent, the consummation of the transactions contemplated hereby and the performance by each of Buyer and Parent of its obligations hereunder, will not:
CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Company's Amended and Restated Articles of Incorporation or Amended and Restated By-laws; (b) require any consent, approval, authorization or permit of, or filing with or notification to; any governmental entity other than those that have been made or obtained; (c) result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of material benefit) under the terms, conditions or provisions of any material agreement to which the Company is a party or by which any of the property or assets of the Company may be bound, except in such cases where the requisite waivers or consents have been obtained; or (d) violate any judgment, order, writ, decree, law, rule or regulation applicable to the Company, in each case that would have a material adverse effect on the legality, validity or enforceability of this Agreement or the Company's performance of its obligations hereunder.
CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby will (a) conflict with or result in any breach or violation of, or constitute a default under, any note, pledge, trust, commitment, agreement or other instrument or obligation to which Seller is a party or by which Seller or any of its properties may be bound, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign ("Governmental Entity"), or (c) violate any statute or any order, decree, injunction, rule or regulation of any Governmental Entity applicable to Seller.
CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will (a) conflict with or result in any breach or violation of, or constitute a default under, any note, pledge, trust, commitment, agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its properties may be bound, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, or (c) violate any statute or any order, decree, injunction, rule or regulation of any Governmental Entity applicable to Purchaser.
CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the Signal Disclosure Letter, neither the execution and delivery of this Agreement by Signal, nor the consummation by Signal of the transactions contemplated hereby, nor compliance by Signal with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of its Corporate Governance Documents, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Signal or any of the Signal
CONSENT AND APPROVALS; NO VIOLATION. The execution and delivery by Purchaser of this Agreement do not, and the consummation of the transactions contemplated hereby and the performance by Purchaser of its obligations hereunder will not:
CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the Company Disclosure Letter neither the execution and delivery of this Agreement by Company nor the
