Common use of Corporate Power; Minute Books Clause in Contracts

Corporate Power; Minute Books. Buyer and Buyer Bank have the corporate power and authority to carry on their business as it is now being conducted and to own all their properties and assets; and Buyer and Buyer Bank have the corporate power and authority to execute, deliver, and perform their obligations under this Agreement and to consummate the transactions contemplated by this Agreement, subject to receipt of all necessary approvals of Governmental Authorities and Buyer of the Plan of Bank Merger. Buyer has made available to Company complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts) of all meetings of the board of directors held since January 1, 2017, with any discussions of regulatory examination ratings and acquisition opportunities redacted. The minute books of Buyer and each of its Subsidiaries contain true, complete, and accurate records of all corporate actions taken by shareholders of Buyer and each of its Subsidiaries and the board of directors of Buyer (including committees of Buyer’s board of directors) and each of its Subsidiaries.

Corporate Power; Minute Books. Buyer and Buyer Bank have the corporate power and authority to carry on their business as it is now being conducted and to own all their properties and assets; and Buyer and Buyer Bank have the corporate power and authority to execute, deliver, and perform their obligations under this Agreement and to consummate the transactions contemplated by this Agreement, subject to receipt of all necessary approvals of Governmental Authorities and Buyer of the Plan of Bank Merger. Buyer has made available to the Company complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts) of all meetings of the board of directors held since January 1, 20172015, with any discussions of regulatory examination ratings and acquisition opportunities redacted. The minute books of Buyer and each of its Subsidiaries contain true, complete, and accurate records of all corporate actions taken by shareholders of Buyer and each of its Subsidiaries and the board of the directors of Buyer (including committees of Buyer’s board of directors) and each of its Subsidiaries.

Corporate Power; Minute Books. Buyer and Buyer Bank have the corporate power and authority to carry on their business as it is now being conducted and to own all their properties and assets; and Buyer and Buyer Bank have the corporate power and authority to execute, deliver, deliver and perform their obligations under this Agreement and to consummate the transactions contemplated by this Agreementhereby, subject to receipt of all necessary approvals of Governmental Authorities and Buyer of the Plan of Bank Merger. Buyer has made available to the Company complete and correct copies of the minutes (or, in the case of draft minutes, the most recent draftsdrafts thereof) of all meetings of the board Board and each committee of directors Buyer Board and the Board of Directors and each committee thereof of Buyer’s Subsidiaries held since January 1, 2017, with any discussions of regulatory examination ratings and acquisition opportunities redacted2015. The minute books of Buyer and each of its Subsidiaries contain true, complete, complete and accurate records of all corporate actions taken by shareholders stockholders of Buyer and each of its Subsidiaries and the board Board of directors the Directors of Buyer (including committees of Buyer’s board Board of directorsDirectors) and each of its Subsidiaries.

Corporate Power; Minute Books. Buyer and Buyer Bank its Subsidiaries have the corporate power and authority to carry on their business as it is now being conducted and to own all their properties and assets; and Buyer and Buyer Bank have the corporate power and authority to execute, deliver, and perform their obligations under this Agreement and to consummate the transactions contemplated by this Agreement, subject to receipt of all necessary approvals of Governmental Authorities and the approval of Buyer’s shareholders of this Agreement and Buyer of the Plan of Bank Merger. Buyer has made available to Company complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts) of all meetings of the board of directors held since January 1, 2017, with any discussions of regulatory examination ratings and acquisition opportunities redacted. The minute books of Buyer and each of its Subsidiaries Buyer Bank contain true, complete, and accurate records of all corporate actions taken by shareholders of Buyer and each of its Subsidiaries and the board of directors of Buyer (including committees of Buyer’s board of directors) and each of its SubsidiariesBuyer Bank.