Corporate Authority and Action. (i) The Company has the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and performance of its obligations under this Agreement and, subject only to obtaining the requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the "Company Requisite Vote"), to consummate the Merger. This Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors" rights and to general equity principles (the "Bankruptcy and Equity Exception").
(ii) The Company has taken all action necessary in order to exempt this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby from, and this Agreement, the Voting Agreements and the Merger and the other transactions contemplated hereby and thereby are exempt from, (i) the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, and of any other State and (ii) the provisions of Article XIII of the Company's certificate of incorporation with respect to "Business Combinations".
(iii) The Company has taken all corporate action necessary in order to authorize the execution and delivery of, and performance of its obligations under, and has entered into, amendments to each of the GE Stockholders Agreement and the Yasuda Stockholders Agreement (the "GE Amendment" and the "Yasuda Amendment", respectively). Each of the GE Amendment and the Yasuda Amendment is a valid and legally binding agreement of the Company and, assuming the due authorization, execution and delivery of such agreement by each other party thereto, is enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Corporate Authority and Action. Purchaser has full right, power and authority to acquire the Assets and assume the Assumed Liabilities from Seller and to otherwise fully perform Purchaser's obligations under this Agreement, subject however, to (i) Purchaser’s receipt of and compliance with all required regulatory approvals and (ii) compliance by Seller with all of its obligations under this Agreement. Purchaser has full right, power and authority to execute and deliver this Agreement and each of the documents and instruments contemplated hereby. This Agreement, and each such other document and instrument, constitutes a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting the enforcement of creditors' rights including, without limitation, the avoidance powers of the FDIC pursuant to the Federal Deposit Insurance Act and except as courts of equity may limit certain remedies such as specific performance. This Agreement and the transactions contemplated hereby have been approved by the Board of Directors of Purchaser and, except as set forth herein, no other corporate or shareholder action is required on the part of Purchaser relating to this Agreement and the transactions contemplated hereby.
Corporate Authority and Action. Purchaser has full right, power and authority to acquire the Assets and assume the Assumed Liabilities from Seller and to otherwise fully perform Purchaser's obligations under this Agreement, subject however, (i) Purchaser's receipt of all required regulatory approvals and (ii) compliance by Seller with all of its obligations under this Agreement. Purchaser has full right, power and authority to execute and deliver this Agreement and each of the documents and instruments contemplated hereby. This Agreement, and each such other document and instrument, constitutes a valid and binding obligation of Purchaser enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting the enforcement of creditors' rights including, without limitation, the avoidance powers of the FDIC pursuant to the Federal Deposit Insurance Act and except as courts of equity may limit certain remedies such as specific performance. This Agreement and the transactions contemplated hereby have been approved by the Board of Directors of Purchaser and no other corporate or shareholder action is required on the part of Purchaser relating to this Agreement and the transactions contemplated hereby.
Corporate Authority and Action. (1) The Company has taken all corporate action necessary in order (A) to authorize the execution and delivery of, and performance of its obligations under, this Agreement and (B) subject only to receipt of the approval of the plan of merger contained in this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Requisite Vote") and to the approvals of applicable Government Authorities, to consummate the Merger. This Agreement is a valid and legally binding obligation of the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).
(2) The Company has taken all action required to be taken by it in order to exempt this Agreement, the Voting Agreement and the transactions contemplated hereby from, and each of this Agreement, the Voting Agreement and the transactions contemplated hereby is exempt from, (A) the requirements of any applicable "moratorium," "control share," "fair price," or other antitakeover laws and regulation of any state (collectively, "Takeover Laws"), including Section 203 of the DGCL and (B) any other applicable provision of the Constitutive Documents of the Company or any of its Subsidiaries.
(3) The Company has received the opinion of Sandler X'Xxxxx & Partners, L.P., dated the date of this Agreement, to the effect that, as of the date of this Agreement, the Consideration to be received in the Merger by the stockholders of the Company is fair to the stockholders of the Company from a financial point of view.
Corporate Authority and Action. Parent and the Merger Subsidiary each has the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and performance of its obligations under, this Agreement and, subject only to obtaining the requisite authorization of an increase in the ordinary share capital of Parent by the affirmative vote of not less than two-thirds of all the Parent Shares represented at the Parent Shareholders Meeting (the "Parent Requisite Vote"), to consummate the Merger. This Agreement is a valid and binding agreement of Parent and the Merger Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Corporate Authority and Action. (i) It has the requisite corporate power and authority and has taken all corporate action necessary (including in the case of Mid Am, the approval of this Plan and the transactions contemplated herein by the affirmative vote of at least two-thirds of the Board of Directors of Mid Am) in order to authorize the execution and delivery of and performance of its obligations under, this Plan and, subject only to receipt of the requisite approval of (A) in the case of Citizens, at least two-thirds of the votes entitled to be cast by the holders of the outstanding shares of Citizens Common Stock and (B) in the case of Mid Am, a majority of the votes entitled to be cast by the holders of the outstanding shares of Mid Am Common Stock, to consummate the Merger. This Plan is a valid and legally binding agreement of it enforceable in accordance with the terms hereof.
(ii) It has taken all action required to be taken by it in order to exempt this Plan and the Stock Option Agreement under which it is the issuer and the transactions contemplated hereby and thereby, from, and this Plan and such Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from (A) the requirements of any "moratorium," "control share," "fair price," "supermajority," "affiliate transactions", "business combination" or other state antitakeover laws and regulations (collectively, "Takeover Laws"), including section 1701.831 chapter 1704 of the OGCL and (B) in the case of Mid Am, the requirements of Paragraph 2(i) of Article 8 of Citizens' restated articles of incorporation, as amended.
Corporate Authority and Action. (1) The Company has the requisite corporate power and authority necessary to authorize the execution and delivery of, and performance of its obligations under, this Agreement and, subject to receipt of the Requisite Stockholder Vote to approve and adopt this Agreement and the Merger, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board (with the approval of the Company Special Committee). This Agreement has been duly executed and delivered by the Company and is a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject only to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability related to or affecting creditors’ rights and to general principles of equity.
(2) The Company Special Committee has (i) determined that the Merger is advisable, fair to and in the best interests of Company’s stockholders (other than Acquiror and Acquiror’s Affiliates) and (ii) recommended that the Company Board approve this Agreement.
(3) The Company Board, based on the recommendation of the Company Special Committee, has (i) determined that the Merger is advisable, fair to and in the best interests of Company’s stockholders, (ii) approved this Agreement and (iii) recommended that the stockholders of the Company adopt this Agreement and approve the Merger.
Corporate Authority and Action. Each of the Acquiror and RBC Centura has, and Acquiror Sub will have, as of the date it executes a supplement to this Agreement, taken all corporate action necessary in order to authorize the execution and delivery of, and performance of its obligations under, this Agreement and to consummate the Merger. This Agreement is a valid and legally binding agreement of the Acquiror and RBC Centura, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). Upon the execution of a supplement to this Agreement by Acquiror Sub, this Agreement will be the valid and binding agreement of Acquiror Sub, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).
Corporate Authority and Action. The Company has the requisite corporate power and authority, and has taken all corporate action necessary, in order (1) to authorize the execution and delivery of, and performance of its obligations under, this Agreement and (2) subject only to receipt of the requisite approval of the plan of merger contained in this Agreement by the holders of at least two-thirds of the outstanding shares of Company Common Stock, to adopt the plan of merger contained in this Agreement and, in accordance therewith, to consummate the Merger. This Agreement constitutes the valid and legally binding agreement of the Company, enforceable in accordance with its terms. The Company has taken all action necessary in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any "moratorium," "control share," "fair price" or other antitakeover laws and regulations (collectively, "Takeover Laws") of the State of Delaware, including Section 203 of the GCL, or of any other State.
Corporate Authority and Action. The Acquiror has, and Newco will have, taken all corporate action necessary in order to authorize the execution and delivery of, and performance of its obligations under, this Agreement and, in the case of the Acquiror, the Stock Option Agreement, and to consummate the Merger. Each of this Agreement and, in the case of the Acquiror, the Stock Option Agreement, is a valid and legally binding agreement of the Acquiror and, upon its execution by Newco, will be a valid and legally binding agreement of Newco, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).
