Common use of Corporate Power; Minute Books Clause in Contracts

Corporate Power; Minute Books. (a) HCBF and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF Shareholder Approval. (b) HCBF has made available to CenterState a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF and each of its Subsidiaries, the minute books of HCBF and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF and each of its Subsidiaries. Neither HCBF nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF SWGB and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF SWGB has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF SWGB Shareholder Approval. (b) HCBF SWGB has made available to CenterState FBMS a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF SWGB and each of its Subsidiaries, the minute books of HCBF SWGB and each of its SubsidiariesSubsidiaries (with confidential supervisory information redacted), and the stock ledgers and stock transfer books of HCBF SWGB and each of its Subsidiaries. Neither HCBF SWGB nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF SWGB and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF SWGB and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF SWGB and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF SSNF and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF SSNF has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF SSNF Shareholder Approval. (b) HCBF SSNF has made available to CenterState FBMS a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF SSNF and each of its Subsidiaries, the minute books of HCBF SSNF and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF SSNF and each of its Subsidiaries. Neither HCBF SSNF nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF SSNF and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF SSNF and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF SSNF and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF FFB and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF FFB has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF FFB Shareholder Approval. (b) HCBF FFB has made available to CenterState FBMS a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF FFB and each of its Subsidiaries, the minute books of HCBF FFB and each of its SubsidiariesSubsidiaries (with confidential supervisory information redacted), and the stock ledgers and stock transfer books of HCBF FFB and each of its Subsidiaries. Neither HCBF FFB nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF FFB and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF FFB and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF FFB and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF PCB and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF PCB has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF PCB Shareholder Approval. (b) HCBF PCB has made available to CenterState BFC a complete and correct copy of its the articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF PCB and each of its Subsidiaries, the minute books of HCBF PCB and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF PCB and each of its Subsidiaries. Neither HCBF PCB nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF PCB and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF PCB and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF PCB and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF DBI and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF DBI has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF DBI Shareholder Approval. (b) HCBF DBI has made available to CenterState BFC a complete and correct copy of its the articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF DBI and each of its Subsidiaries, the minute books of HCBF DBI and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF DBI and each of its Subsidiaries. Neither HCBF DBI nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF DBI and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF DBI and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF DBI and each of its Subsidiaries.

Corporate Power; Minute Books. (a1) HCBF SCSG and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF SCSG has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF SCSG Shareholder Approval. (b2) HCBF SCSG has made available to CenterState CBAN a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF SCSG and each of its Subsidiaries, the minute books of HCBF SCSG and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF SCSG and each of its Subsidiaries. Neither HCBF SCSG nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF SCSG and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF SCSG and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF SCSG and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF TB and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF TB has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF TB Shareholder Approval. (b) HCBF TB has made available to CenterState BFC a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF TB and each of its Subsidiaries, the minute books of HCBF TB and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF TB and each of its Subsidiaries. Neither HCBF TB nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF TB and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF TB and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF TB and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF Company and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF each of Company and Company Bank has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF Company Shareholder Approval. (b) HCBF The Company has made available to CenterState Buyer a complete and correct copy of its articles Certificate of incorporation Incorporation and bylaws the Bylaws or equivalent organizational documents, each as amended to date, of HCBF the Company and each of its Subsidiaries, the minute books of HCBF the Company and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF the Company and each of its Subsidiaries. Neither HCBF the Company nor any of its Subsidiaries Subsidiary is in violation of any of the terms of its articles Certificate of incorporationIncorporation, bylaws Bylaws or equivalent organizational documents. The minute books of HCBF the Company and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF the Company and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF the Company and each of its SubsidiariesSubsidiaries as of the date of this Agreement.

Corporate Power; Minute Books. (a) HCBF SWBS and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF SWBS has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF SWBS Shareholder Approval. (b) HCBF SWBS has made available to CenterState FBMS a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF SWBS and each of its Subsidiaries, the minute books of HCBF SWBS and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF SWBS and each of its Subsidiaries. Neither HCBF SWBS nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF SWBS and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF SWBS and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF SWBS and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF PFG and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF PFG has the corporate power and authority to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals Approvals, and the Requisite HCBF PFG Shareholder Approval. (b) HCBF PFG has made available to CenterState SMBK a complete and correct copy of its articles of incorporation charter and bylaws or equivalent organizational documents, each as amended to date, of HCBF PFG and each of its Subsidiaries, the minute books of HCBF PFG and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF PFG and each of its Subsidiaries. Neither HCBF PFG nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporationcharter, bylaws bylaws, or equivalent organizational documents. The minute books of HCBF PFG and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF PFG and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF PFG and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF FPB and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF FPB has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF FPB Shareholder Approval. (b) HCBF FPB has made available to CenterState FBMS a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF FPB and each of its Subsidiaries, the minute books of HCBF FPB and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF FPB and each of its Subsidiaries. Neither HCBF FPB nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF FPB and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF FPB and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF FPB and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF Company and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF each of Company and Company Bank has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF Shareholder Company Stockholder Approval. (b) HCBF Company has made available to CenterState Buyer a complete and correct copy of its articles Certificate of incorporation Incorporation and bylaws Bylaws or equivalent organizational documents, each as amended to date, of HCBF Company and each of its Subsidiaries, the minute books of HCBF Company and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF Company and each of its Subsidiaries. Neither HCBF Company nor any of its Subsidiaries is in violation of any of the terms of its articles Certificate of incorporationIncorporation, bylaws Bylaws or equivalent organizational documents. The minute books of HCBF Company and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders stockholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF Company and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF Company and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF HTB and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF HTB has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF HTB Shareholder Approval. (b) HCBF HTB has made available to CenterState BFC a complete and correct copy of its the articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF HTB and each of its Subsidiaries, the minute books of HCBF HTB and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF HTB and each of its Subsidiaries. Neither HCBF HTB nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF HTB and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF HTB and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF HTB and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF BBI and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF BBI has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF BBI Shareholder Approval. (b) HCBF BBI has made available to CenterState FBMS a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF BBI and each of its Subsidiaries, the minute books of HCBF BBI and each of its SubsidiariesSubsidiaries (with confidential supervisory information redacted), and the stock ledgers and stock transfer books of HCBF BBI and each of its Subsidiaries. Neither HCBF BBI nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF BBI and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF BBI and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF BBI and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF Company and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF each of Company and Company Bank has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF Company Shareholder Approval. (b) HCBF The Company has made available to CenterState Buyer a complete and correct copy of its articles Articles of incorporation Incorporation and bylaws the Bylaws or equivalent organizational documents, each as amended to date, of HCBF the Company and each of its Subsidiaries, the minute books of HCBF the Company and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF the Company and each of its Subsidiaries. Neither HCBF the Company nor any of its Subsidiaries Subsidiary is in violation of any of the terms of its articles Articles of incorporationIncorporation, bylaws Bylaws or equivalent organizational documents. The minute books of HCBF the Company and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF the Company and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF the Company and each of its SubsidiariesSubsidiaries as of the date of this Agreement.

Corporate Power; Minute Books. (a) HCBF SCB and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF SCB has the corporate power and authority to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals Approvals, and the Requisite HCBF SCB Shareholder Approval. (b) HCBF SCB has made available to CenterState SMBK a complete and correct copy of its articles of incorporation charter and bylaws or equivalent organizational documents, each as amended to date, of HCBF SCB and each of its Subsidiaries, the minute books of HCBF SCB and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF SCB and each of its Subsidiaries. Neither HCBF SCB nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporationcharter, bylaws bylaws, or equivalent organizational documents. The minute books of HCBF SCB and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF SCB and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF SCB and each of its Subsidiaries.

Corporate Power; Minute Books. (a) HCBF LBC and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and HCBF LBC has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite HCBF LBC Shareholder Approval. (b) HCBF LBC has made available to CenterState CBAN a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents, each as amended to date, of HCBF LBC and each of its Subsidiaries, the minute books of HCBF LBC and each of its Subsidiaries, and the stock ledgers and stock transfer books of HCBF LBC and each of its Subsidiaries. Neither HCBF LBC nor any of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. The minute books of HCBF LBC and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of HCBF LBC and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of HCBF LBC and each of its Subsidiaries.