Corporate Authority and Approvals. Each of Parent and Seller has the necessary corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to carry out and complete the sale of the Acquired Shares. The execution and delivery of this Agreement by Parent and Seller and the consummation by Parent and Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby to the extent required under the UBCA or the laws of England or Wales. This Agreement has been duly executed and delivered by both Parent and Seller and, assuming the due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of both Parent and Seller, enforceable against Parent and Seller in accordance with its terms, except as such enforceability may be limited in either case by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Corporate Authority and Approvals. The Company has the necessary corporate power and authority and has taken all corporate action necessary in order to execute, deliver and, subject to obtaining any necessary approval of the stockholders of the Company (the “Company Requisite Vote”), to perform its obligations under this Agreement, to carry out and complete the Offer and to consummate the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Company Requisite Vote, to the extent required under the DGCL. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Corporate Authority and Approvals. (a) Each of Parent and Purchaser has the necessary corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, to carry out and complete the Offer and to consummate the Merger. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) The Board of Directors of Parent (at a meeting duly called and held) has duly approved and adopted this Agreement and approved the Offer, the Merger and the other transactions contemplated hereby and thereby. No vote of the stockholders of Parent is necessary to approve any of the transactions contemplated hereby.
Corporate Authority and Approvals. Subject to approval hereof by the SB shareholders, this Agreement has been authorized by all necessary corporate action of SB. Subject to receipt of the required approvals, consents or waivers of Governmental Authorities referred to in Section 5.03(g), this Agreement is a valid and binding agreement of SB enforceable against it in accordance with its terms, subject as to enforcement in bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(i) The affirmative vote or written consent of at least 66.7% of the outstanding shares of SB Common Stock is the only shareholder vote or consent required for approval of this Agreement and consummation of the Merger and the other transactions contemplated hereby.
(ii) The SB Disclosure Schedule lists all directors of SB and all holders of more than 5% of the SB Common Stock and identifies all SB loans to and deposits from such persons and, to the knowledge of SB, identifies all SB loans to and deposits from affiliates or companies controlled by such Persons.
Corporate Authority and Approvals. Seller and Parent have the corporate power and authority to make, execute, deliver and perform this Agreement, and this Agreement has been duly authorized and approved by all required corporate action of Seller and Parent. This Agreement has been duly executed and delivered by Seller, Parent and Shareholders and constitutes a legal, valid and binding obligation enforceable against each of Seller, Parent and Shareholders in accordance with its terms.
Corporate Authority and Approvals. Purchaser has the corporate power and authority to make, execute, deliver and perform this Agreement and this Agreement has been duly authorized and approved by all required corporate action of Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation enforceable against Purchaser in accordance with its terms.
Corporate Authority and Approvals. Seller has the corporate power and authority to make, execute, deliver and perform this Agreement, and this Agreement has been duly authorized and approved by all required corporate action of Seller. This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation enforceable against Seller in accordance with its terms.
Corporate Authority and Approvals. Seller has the necessary corporate power and authority and has taken all corporate action necessary in order to execute, deliver and, subject to obtaining any necessary approval of the stockholders of the Seller (the "Seller Requisite Vote"), to perform its obligations under this Agreement, to carry out and complete the sale of the Acquired Shares. The execution and delivery of this Agreement by the Seller, the execution and delivery of the Intellectual Property License Agreement attached hereto as Exhibit B, and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Seller Requisite Vote, to the extent required under the UBCA. This Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally and by the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Corporate Authority and Approvals. Subject to approval hereof by the TFC Common Stock shareholders, this Agreement has been authorized by all necessary corporate action of TFC and the Bank. Subject to receipt of the required approvals, consents or waivers of Governmental Authorities referred to in Section 5.03(g), this Agreement is a valid and binding agreement of TFC and the Bank enforceable against them in accordance with its terms, subject as to enforcement in bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, general equity principles and 12 U.S.C. 1818(b)(6)(D).
(i) The affirmative vote or written consent of a majority of the outstanding shares of TFC Common Stock and Bank Common Stock are the only shareholder votes or consents required for approval of this Agreement and consummation of the TFC Merger and the RBB Merger and the other transactions contemplated hereby.
(ii) TFC and Bank Disclosure Schedule 5.03(e)(ii) lists all directors and officers of TFC and the Bank, and identifies all of the Bank’s loans to and deposits from any director and/or officers and, to the Knowledge of TFC and the Bank, identifies all of the Bank’s loans to and deposits from affiliates or companies controlled by any director and/or officers.
Corporate Authority and Approvals. Subject to approval hereof by the PGB Common Stock shareholders, this Agreement has been authorized by all necessary corporate action of PGB and the Bank. Subject to receipt of the required approvals, consents or waivers of Governmental Authorities referred to in Section 5.03(g), and assuming due authorization, execution and delivery by RBB Bancorp and RBB, this Agreement is a valid and binding agreement of PGB and the Bank enforceable against them in accordance with its terms, subject as to enforcement in bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, general equity principles and 12 U.S.C. 1818(b)(6)(D).
(i) The affirmative vote or written consent of a majority of the outstanding shares of PGB Common Stock and Bank Common Stock are the only shareholder votes or consents required for approval of this Agreement and consummation of the RBB Bancorp Merger, the PGB Merger and the RBB Merger and the other transactions contemplated hereby.
(ii) PGB and Bank Disclosure Schedule 5.03(e)(ii) lists all directors and officers of PGB and the Bank, identifies all of the Bank’s loans to and deposits from any director and/or officers as of July 31, 2019 (which schedule shall be updated monthly through the Effective Time) and, to the Knowledge of PGB and the Bank, identifies all of the Bank’s loans to and deposits from affiliates or companies controlled by any director and/or officers.
