Execution and Delivery; No Violation. (A) CFG has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG to Investar. Assuming due authorization, execution and delivery by Investar, this Agreement constitutes the legal, valid and binding obligation of CFG, enforceable against CFG in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability Exceptions. (B) Subject to the receipt of any consents and approvals set forth in Section 3.08 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactions, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG or any of its Subsidiaries; (ii) a violation of any Legal Requirement applicable to CFG, any of its Subsidiaries or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG or any of its Subsidiaries is a party, or by which it or any of its properties, assets or business activities may be bound or affected. (C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Investar Holding Corp), Agreement and Plan of Reorganization (Investar Holding Corp)
Execution and Delivery; No Violation. (A) CFG BFST has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG BFST has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by CFG to InvestarBFST. Assuming due authorization, execution and delivery by InvestarTCBI, this Agreement constitutes the legal, valid and binding obligation of CFGBFST, enforceable against CFG BFST in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception.
(B) Subject to the receipt of any regulatory consents and approvals set forth in Section 3.08 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, constitutes or will constitute constitute: (i) a breach or violation of any provision of the Constituent Documents of CFG BFST or any of its Subsidiariesb1BANK; (ii) a violation of any Legal Requirement applicable to CFGBFST, any of its Subsidiaries b1BANK or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG BFST or any of its Subsidiaries b1BANK under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG BFST or any of its Subsidiaries b1BANK is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Business First Bancshares, Inc.), Merger Agreement (Business First Bancshares, Inc.)
Execution and Delivery; No Violation. (A) CFG A. Interchange has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required the approval of its shareholders and receipt of regulatory and shareholder approvals, to perform its obligations under this Agreementconsummate the transactions contemplated hereby. CFG has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the transactions contemplated hereby have been duly and documents contemplated validly approved by the Interchange Board. The Interchange Board has directed that the issuance of shares of Interchange Stock pursuant to the terms of this Agreement be submitted to which it is its shareholders for approval at a partyspecial meeting and, except for the approval of the issuance of such additional shares by the requisite affirmative vote of the outstanding Interchange Stock entitled to vote thereon, no other corporate proceedings on the part of Interchange and no other shareholder votes are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by CFG to InvestarBVB. Assuming due authorization, execution and delivery by InvestarBVB, this Agreement constitutes the legal, valid and binding obligation of CFGInterchange, enforceable against CFG Interchange in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Enforceability Exceptionsrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(B) Subject to B. Neither the receipt of any consents execution and approvals set forth in Section 3.08 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, constitutes nor compliance by Interchange with any of the terms or provisions hereof (provided the required regulatory and shareholder approvals are obtained) will constitute (i) violate any provision of the articles or bylaws of Interchange; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Interchange or any of its properties or assets; (iii) violate, conflict with, result in a breach or violation of any provision of the Constituent Documents of CFG or any of its Subsidiaries; (ii) a violation of any Legal Requirement applicable to CFG, any of its Subsidiaries or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien upon any of the properties or assets of CFG or any of its Subsidiaries Interchange under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which CFG or any of its Subsidiaries Interchange is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Bridge View Bancorp), Merger Agreement (Interchange Financial Services Corp /Nj/)
Execution and Delivery; No Violation. (Aa) CFG PSB has full all requisite corporate power and authority to execute and deliver this Agreement and, subject subject, in the case of the Merger, to its shareholders’ approval of this Agreement (including the Merger) by the affirmative vote of at least two-thirds of all the votes entitled to be cast at a meeting in which a quorum exists (the “Required PSB Vote”), and receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the Transactions contemplated hereby. CFG has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the Transactions contemplated hereby have been duly and documents contemplated validly approved by this Agreement to which it is a partythe PSB Board. This Agreement has been duly and validly executed and delivered by CFG to InvestarSummit. Assuming due authorization, execution and delivery by InvestarSummit, this Agreement constitutes the legal, valid and binding obligation obligations of CFGPSB, enforceable against CFG PSB in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Enforceability Exceptionsrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(Bb) Subject The PSB Board has directed that this Agreement and the Transactions contemplated hereby be submitted to its shareholders for approval at an annual or special meeting and, except for the receipt adoption of any consents this Agreement by the Required PSB Vote, no other votes are necessary to approve this Agreement and approvals to consummate the Transactions contemplated hereby.
(c) Except as set forth in Section 3.08 and the expiration of related waiting periodsPSB Disclosure Schedule 3.3(c), neither the execution, execution and delivery or performance of this Agreement nor the consummation of the Contemplated TransactionsTransactions contemplated hereby, constitutes nor compliance by PSB with any of the terms or will constitute provisions hereof (provided the Required PSB Vote and the Requisite Regulatory Approvals are obtained) shall: (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of CFG PSB or the organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFGPSB, any of its Subsidiaries or any of their respective properties Properties (as defined in Section 9.1) or assets; or (iii) a breach or violation ofviolate, a conflict with, result in a breach of any provision of, or the loss of any benefit under, constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature (“Lien”) upon any of the properties respective Properties or assets of CFG PSB or any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which CFG PSB or any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Summit Financial Group, Inc.), Merger Agreement (Summit Financial Group, Inc.)
Execution and Delivery; No Violation. (A) CFG Each of Investar and Interim Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreement. CFG Each of Investar and its Subsidiaries has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG Investar and Interim Company to InvestarCFG. Assuming due authorization, execution and delivery by InvestarCFG, this Agreement constitutes the legal, valid and binding obligation obligations of CFGInvestar and Interim Company, enforceable against CFG each in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability Exceptions.
(B) Subject to the receipt of any consents and approvals set forth in Section 3.08 4.03 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactions, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG Investar or any of its Subsidiaries; (ii) a violation of any Legal Requirement applicable to CFG, any of Investar or its Subsidiaries or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG Investar or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG Investar or any of its Subsidiaries is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Investar Holding Corp), Agreement and Plan of Reorganization (Investar Holding Corp)
Execution and Delivery; No Violation. (A) CFG TCBI has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG TCBI has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The TCBI Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of TCBI and its shareholders and has directed that this Agreement and the Contemplated Transactions be submitted to TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by a vote in accordance with the TBOC and TCBI’s Constituent Documents at the TCBI Meeting (the “Requisite TCBI Vote”) and the adoption and approval of the Bank Merger Agreement by TCBI as Texas Citizens Bank’s sole shareholder, no other corporate proceedings on the part of TCBI are necessary to approve this Agreement or to consummate the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by CFG to InvestarTCBI. Assuming due authorization, execution and delivery by InvestarBFST, this Agreement constitutes the legal, valid and binding obligation of CFGTCBI, enforceable against CFG TCBI in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception.
(B) Subject Except as set forth in Section 5.03(B) of the Schedules and subject to the receipt of any regulatory consents and approvals set forth in Section 3.08 5.09 and the expiration of related waiting periods, and neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG TCBI or any of its SubsidiariesTCBI Subsidiary; (ii) a violation of any Legal Requirement applicable to CFGTCBI, any of its Subsidiaries a TCBI Subsidiary or any of their respective properties or assetsassets or require the consent or approval of any Governmental Authority; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG TCBI or any TCBI Subsidiary under or require the consent or approval of its Subsidiaries any Person (other than any Governmental Authority) under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG TCBI or any of its Subsidiaries a TCBI Subsidiary is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) As . TCBI has made available to BFST a complete and correct copy of its charter and bylaws or equivalent organizational documents, each as amended to date, of TCBI and each of its Subsidiaries, the minute books of TCBI and each of its Subsidiaries, and the stock ledgers and stock transfer books of TCBI and each of its Subsidiaries. Neither TCBI nor any of its Subsidiaries is in violation of any of the date terms of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger AgreementConstituent Documents.
Appears in 2 contracts
Samples: Merger Agreement (Business First Bancshares, Inc.), Merger Agreement (Business First Bancshares, Inc.)
Execution and Delivery; No Violation. (A) CFG A. BVB has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required the approval of its shareholders and receipt of regulatory and shareholder approvals, to perform consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the BVB Board. The BVB Board has directed that this Agreement and the transactions contemplated hereby be submitted to its obligations under shareholders for approval at a special meeting and, except for the adoption of this Agreement. CFG has taken all Agreement by the requisite affirmative vote of the outstanding BVB Stock entitled to vote thereon, no other corporate action proceedings on the part of BVB and no other shareholder votes are necessary to authorize approve this Agreement and to consummate the executiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered to Interchange. Assuming due authorization, execution and delivery by Interchange, this Agreement constitutes the valid and binding obligation of BVB, enforceable against BVB in accordance with their respective terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
B. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by BVB with any of the terms or provisions hereof or thereof (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG to Investar. Assuming due authorization, execution and delivery by Investar, this Agreement constitutes the legal, valid and binding obligation of CFG, enforceable against CFG in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability Exceptions.
(B) Subject to the receipt of any consents and approvals set forth in Section 3.08 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactions, constitutes or will constitute (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of CFG BVB or any of its SubsidiariesBVB Subsidiary; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFGBVB, any of its the BVB Subsidiaries or any of their respective properties Properties or assets; or (iii) a breach or violation ofviolate, a conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature ("Lien") upon any of the properties respective Properties or assets of CFG or any of its Subsidiaries BVB under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which CFG or any of its Subsidiaries BVB is a party, or by which it or any of its properties, Properties assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Bridge View Bancorp), Merger Agreement (Interchange Financial Services Corp /Nj/)
Execution and Delivery; No Violation. (A) CFG A. Each of Investar and the Merger Subsidiary has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG Each of Investar and the Merger Subsidiary has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG to InvestarInvestar and the Merger Subsidiary. Assuming due authorization, execution and delivery by InvestarBOJ, this Agreement constitutes the legal, valid and binding obligation of CFGInvestar and the Merger Subsidiary, enforceable against CFG Investar and the Merger Subsidiary in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception.
(B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 3.08 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, constitutes or will constitute constitute: (i) a breach or violation of any provision of the Constituent Documents of CFG Investar or any of its SubsidiariesInvestar Bank; (ii) a violation of any Legal Requirement applicable to CFGInvestar, any of its Subsidiaries Investar Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG Investar or any of its Subsidiaries Investar Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG Investar or any of its Subsidiaries Investar Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Investar Holding Corp)
Execution and Delivery; No Violation. (A) CFG A. PBI has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG PBI has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The PBI Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of PBI and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to PBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by a vote in accordance with the LBCA and PBI’s Constituent Documents at the PBI Meeting (the “Requisite PBI Vote”) and the adoption and approval of the Bank Merger Agreement by PBI as Pedestal Bank’s sole shareholder, no other corporate proceedings on the part of PBI are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by CFG to InvestarPBI. Assuming due authorization, execution and delivery by InvestarBFST, this Agreement constitutes the legal, valid and binding obligation of CFGPBI, enforceable against CFG PBI in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception.
(B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 3.08 5.09 and the expiration of related waiting periods, and neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG PBI or any of its SubsidiariesPBI Subsidiary; (ii) a violation of any Legal Requirement applicable to CFGPBI, any of its Subsidiaries a PBI Subsidiary or any of their respective properties or assetsassets or require the consent or approval of any Governmental Authority; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG PBI or any PBI Subsidiary under or require the consent or approval of its Subsidiaries any Person (other than any Governmental Authority) under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG PBI or any of its Subsidiaries a PBI Subsidiary is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) As . PBI has made available to BFST a complete and correct copy of its charter and bylaws or equivalent organizational documents, each as amended to date, of PBI and each of its Subsidiaries, the minute books of PBI and each of its Subsidiaries, and the stock ledgers and stock transfer books of PBI and each of its Subsidiaries. Neither PBI nor any of its Subsidiaries is in violation of any of the date terms of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger AgreementConstituent Documents.
Appears in 1 contract
Execution and Delivery; No Violation. (Aa) CFG First Century has full all requisite corporate power and authority to execute and deliver this Agreement and, subject subject, in the case of the Merger, to the approval of this Agreement (including the Merger) by the affirmative vote of at least a majority of the shares of First Century Common Stock represented at a meeting in which a quorum exists (the “Required First Century Vote”) and receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the Transactions contemplated hereby. CFG has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the Transactions contemplated hereby and documents contemplated thereby have been duly and validly approved by this Agreement to which it is a partythe First Century Board. This Agreement has been duly and validly executed and delivered by CFG to InvestarSummit. Assuming due authorization, execution and delivery by InvestarSummit, this Agreement constitutes the legal, valid and binding obligation obligations of CFGFirst Century, enforceable against CFG First Century in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Enforceability Exceptionsrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(Bb) Subject to the receipt of any consents and approvals set forth in Section 3.08 The First Century Board has directed that this Agreement and the expiration Transactions contemplated hereby be submitted to its shareholders for approval at an annual or special meeting and, except for the adoption of related waiting periodsthis Agreement by Required First Century Vote, neither no other votes are necessary to approve this Agreement and to consummate the execution, Transactions contemplated hereby and thereby.
(c) Neither the execution and delivery or performance of this Agreement nor the consummation of the Contemplated TransactionsTransactions contemplated hereby, constitutes nor compliance by First Century with any of the terms or will constitute provisions hereof (provided the Required First Century Vote and the Requisite Regulatory Approvals are obtained) shall (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of CFG First Century or the organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFGFirst Century, any of its Subsidiaries or any of their respective properties Properties (as defined in Section 9.1) or assets; or (iii) a breach or violation ofexcept as set forth on First Century Disclosure Schedule 3.3(c), a violate, conflict with, result in a breach of any provision of, or the loss of any benefit under, constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature (“Lien”) upon any of the properties respective Properties or assets of CFG First Century or any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which CFG First Century or any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
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Execution and Delivery; No Violation. (Aa) CFG WinFirst has full all requisite corporate power and authority to execute and deliver this Agreement and, subject subject, in the case of the Merger, to its shareholders’ approval of this Agreement (including the Merger) by the affirmative vote of at least a majority of the votes entitled to be cast at a meeting in which a quorum exists (the “Required WinFirst Vote”), and receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the Transactions contemplated hereby. CFG This Agreement has taken all requisite corporate action necessary to authorize been adopted by the execution, WinFirst Board and the execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the Transactions contemplated hereby and documents contemplated thereby have been duly and validly approved by this Agreement to which it is a partythe WinFirst Board. This Agreement has been duly and validly executed and delivered by CFG to InvestarSummit. Assuming due authorization, execution and delivery by InvestarSummit, this Agreement constitutes the legal, valid and binding obligation obligations of CFGWinFirst, enforceable against CFG WinFirst in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Enforceability Exceptionsrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(Bb) Subject to the receipt of any consents and approvals set forth in Section 3.08 The WinFirst Board has directed that this Agreement and the expiration Transactions contemplated hereby be submitted to its shareholders for approval at an annual or special meeting and, except for the adoption of related waiting periodsthis Agreement by Required WinFirst Vote, neither no other votes are necessary to approve this Agreement and to consummate the execution, Transactions contemplated hereby and thereby.
(c) Neither the execution and delivery or performance of this Agreement nor the consummation of the Contemplated TransactionsTransactions contemplated hereby, constitutes nor compliance by WinFirst with any of the terms or will constitute provisions hereof (provided the Required WinFirst Vote and the Requisite Regulatory Approvals are obtained) shall (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of CFG WinFirst or the organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFGWinFirst, any of its Subsidiaries or any of their respective properties Properties (as defined in Section 9.1) or assets; or (iii) a breach or violation ofviolate, a conflict with, result in a breach of any provision of, or the loss of any benefit under, constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature (“Lien”) upon any of the properties respective Properties or assets of CFG WinFirst or any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which CFG WinFirst or any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
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Execution and Delivery; No Violation. (A) CFG A. Heritage BHC has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required the approval of its shareholders and receipt of regulatory and shareholder approvals, to perform consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Heritage BHC Board. The Heritage BHC Board has directed that this Agreement and the transactions contemplated hereby be submitted to its obligations under shareholders for approval at a special meeting and, except for the adoption of this Agreement. CFG has taken all Agreement by the requisite affirmative vote of the outstanding Heritage BHC Stock entitled to vote thereon, no other corporate action proceedings on the part of Heritage BHC and no other shareholder votes are necessary to authorize approve this Agreement and to consummate the executiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered to State National BHC. Assuming due authorization, execution and delivery by State National BHC, this Agreement constitutes the valid and binding obligation of Heritage BHC, enforceable against Heritage BHC in accordance with their respective terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
B. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Heritage BHC with any of the terms or provisions hereof or thereof (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG to Investar. Assuming due authorization, execution and delivery by Investar, this Agreement constitutes the legal, valid and binding obligation of CFG, enforceable against CFG in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability Exceptions.
(B) Subject to the receipt of any consents and approvals set forth in Section 3.08 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactions, constitutes or will constitute (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of CFG Heritage BHC or any of its SubsidiariesHeritage BHC Subsidiary; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFGHeritage BHC, any of its the Heritage BHC Subsidiaries or any of their respective properties Properties or assets; or (iii) a breach or violation ofviolate, a conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature ("Lien") upon any of the properties respective Properties or assets of CFG or any of its Subsidiaries Heritage BHC under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which CFG or any of its Subsidiaries Heritage BHC is a party, or by which it or any of its properties, Properties assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
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Execution and Delivery; No Violation. (Aa) CFG Peoples has full all requisite corporate power and authority to execute and deliver this Agreement and, subject subject, in the case of the Merger, to its shareholders’ approval of this Agreement (including the Merger) by the affirmative vote of at least a majority of the votes cast at a meeting in which a quorum exists (the “Required Peoples Vote”), and receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the Transactions contemplated hereby. CFG has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the Transactions contemplated hereby and documents contemplated thereby have been duly and validly approved by this Agreement to which it is a partythe Peoples Board. This Agreement has been duly and validly executed and delivered by CFG to InvestarSummit. Assuming due authorization, execution and delivery by InvestarSummit, this Agreement constitutes the legal, valid and binding obligation obligations of CFGPeoples, enforceable against CFG Peoples in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Enforceability Exceptionsrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(Bb) Subject The Peoples Board has directed that this Agreement and the Transactions contemplated hereby be submitted to its shareholders for approval at an annual or special meeting and, except for the receipt adoption of any consents this Agreement by Required Peoples Vote, no other votes are necessary to approve this Agreement and approvals to consummate the Transactions contemplated hereby and thereby.
(c) Except as set forth in Section 3.08 and the expiration of related waiting periodsPeoples Disclosure Schedule 3.3(c), neither the execution, execution and delivery or performance of this Agreement nor the consummation of the Contemplated TransactionsTransactions contemplated hereby, constitutes nor compliance by Peoples with any of the terms or will constitute provisions hereof (provided the Required Peoples Vote and the Requisite Regulatory Approvals are obtained) shall (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of CFG Peoples or the organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFGPeoples, any of its Subsidiaries or any of their respective properties Properties (as defined in Section 9.1) or assets; or (iii) a breach or violation ofviolate, a conflict with, result in a breach of any provision of, or the loss of any benefit under, constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature (“Lien”) upon any of the properties respective Properties or assets of CFG Peoples or any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which CFG Peoples or any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
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Execution and Delivery; No Violation. (A) CFG has full corporate power A. The execution and authority to execute and deliver delivery of this Agreement has been duly and validly approved by the board of directors of KSB Bancorp and, subject except for the approval and adoption of the Merger by the shareholders of KSB Bancorp at the KSB Bancorp Meeting, no other corporate proceedings are required on the part of KSB Bancorp to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of approve this Agreement and the other agreements and documents transactions contemplated by this Agreement to which it is a partyhereby. This Agreement has been duly and validly executed and delivered by CFG to InvestarTeche Bancshares. Assuming due authorization, execution and delivery by InvestarTeche Bancshares, this Agreement constitutes the legal, valid and binding obligation of CFGKSB Bancorp, enforceable against CFG KSB Bancorp in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Enforceability Exceptionsrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 3.08 4.08, and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents articles of CFG incorporation or any bylaws (or similar governing documents) of its SubsidiariesKSB Bancorp or Kaplan State Bank; (ii) a violation of any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFGKSB Bancorp, any of its Subsidiaries Kaplan State Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG KSB Bancorp or any of its Subsidiaries Xxxxxx State Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG KSB Bancorp or any of its Subsidiaries Xxxxxx State Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
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Execution and Delivery; No Violation. (A) CFG has full corporate power A. The execution and authority to execute and deliver delivery of this Agreement has been duly and validly approved by the board of directors of Teche Bancshares and, subject except for the approval and adoption of the Merger by the shareholders of Teche Bancshares at the Teche Bancshares Meeting, no other corporate proceedings are required on the part of Teche Bancshares to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of approve this Agreement and the other agreements and documents transactions contemplated by this Agreement to which it is a partyhereby. This Agreement has been duly and validly executed and delivered by CFG to InvestarKSB Bancorp. Assuming due authorization, execution and delivery by InvestarKSB Bancorp, this Agreement constitutes the legal, valid and binding obligation of CFGTeche Bancshares, enforceable against CFG Teche Bancshares in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Enforceability Exceptionsrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 3.08 and 5.08, the expiration of related waiting periods, and neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, (i) constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents articles of CFG incorporation or any bylaws of its SubsidiariesTeche Bancshares or Teche Bank; (ii) a violation of any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFGTeche Bancshares, any of its Subsidiaries Teche Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG Teche Bancshares or any of its Subsidiaries Teche Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG Teche Bancshares or any of its Subsidiaries Teche Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
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Execution and Delivery; No Violation. (A) CFG A. MBI has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG MBI has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. This Agreement has been duly and validly executed and delivered by CFG MBI to InvestarBusiness First. Assuming due authorization, execution and delivery by InvestarBusiness First, this Agreement constitutes the legal, valid and binding obligation of CFGMBI, enforceable against CFG MBI in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability Exceptions.
(B) B. Subject to the receipt of any consents and approvals set forth in Section 3.08 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, constitutes or will constitute (i) a breach or violation of any provision of the Constituent Documents of CFG MBI or any of its Subsidiaries; (ii) a violation of any Legal Requirement applicable to CFGMBI, any of its Subsidiaries or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG MBI or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG MBI or any of its Subsidiaries is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) C. As of the date of this Agreement, the CFG MBI board of directors, by resolution adopted by a unanimous vote of the entire CFG MBI board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions transactions contemplated by this Agreement are fair and in the best interests of CFG MBI and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG MBI for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG MBI approve this Agreement and the Contemplated Transactions transactions contemplated by this Agreement at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
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Execution and Delivery; No Violation. (A) CFG A. Each of State National BHC and New Heritage has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreementconsummate the transactions contemplated hereby. CFG has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the transactions contemplated hereby have been duly and documents contemplated validly approved by this Agreement to which it is a partythe board of directors of State National BHC and New Heritage. This Agreement has been duly and validly executed and delivered by CFG to InvestarHeritage BHC. Assuming due authorization, execution and delivery by InvestarHeritage BHC, this Agreement constitutes the legal, valid and binding obligation of CFGState National BHC and New Heritage, enforceable against CFG State National BHC and New Heritage in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Enforceability Exceptionsrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(B) Subject to B. Neither the receipt of any consents execution and approvals set forth in Section 3.08 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, constitutes nor compliance by State National BHC and New Heritage with any of the terms or provisions hereof (provided the required regulatory and shareholder approvals are obtained) will constitute (i) a breach or violation of violate any provision of the Constituent Documents articles or bylaws of CFG State National BHC or any of its SubsidiariesNew Heritage; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFGState National BHC, any of its Subsidiaries New Heritage or any of their respective properties or assets; or (iii) a breach or violation ofviolate, a conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien upon any of the properties or assets of CFG State National BHC or any of its Subsidiaries New Heritage under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which CFG State National BHC or any of its Subsidiaries New Heritage is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
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Execution and Delivery; No Violation. (Aa) CFG Legacy has full all requisite corporate power and authority to execute and deliver this Agreement and, subject subject, in the case of the Merger, to the approval of this Agreement (including the Merger) by the affirmative vote of at least two-thirds of the outstanding shares of Legacy Common Stock entitled to vote at the Legacy Shareholder Meeting (the “Required Legacy Vote”) and receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the transactions contemplated hereby. CFG has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the transactions contemplated hereby and documents contemplated thereby have been duly and validly approved by this Agreement to which it is a partythe Legacy Board. This Agreement has been duly and validly executed and delivered by CFG to InvestarViewPoint. Assuming due authorization, execution and delivery by InvestarViewPoint, this Agreement constitutes the legal, valid and binding obligation obligations of CFGLegacy, enforceable against CFG Legacy in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Enforceability Exceptionsrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(Bb) Subject to the receipt of any consents and approvals set forth in Section 3.08 The Legacy Board has directed that this Agreement and the expiration transactions contemplated hereby be submitted to its shareholders for approval at an annual or special meeting and, except for the adoption of related waiting periodsthis Agreement by Required Legacy Vote, neither no other votes are necessary to approve this Agreement and to consummate the execution, transactions contemplated hereby and thereby.
(c) Neither the execution and delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated hereby, constitutes nor compliance by Legacy with any of the terms or will constitute provisions hereof (provided the required regulatory and shareholder approvals are obtained) shall (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of CFG Legacy or the organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFGLegacy, any of its Subsidiaries or any of their respective properties Properties (as defined in Section 9.1) or assets; or (iii) a breach or violation ofviolate, a conflict with, result in a breach of any provision of, or the loss of any benefit under, constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature (“Lien”) upon any of the properties respective Properties or assets of CFG Legacy or any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any material note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license material instrument or similar authorization obligation to which CFG Legacy or any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
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Execution and Delivery; No Violation. (A) CFG A. BFST has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. CFG BFST has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has directed that the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”) and the Agreement be submitted to BFST’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of the BFST Stock Issuance and the Agreement by a vote in accordance with the LBCA, the NASDAQ Stock Market rules and regulations and BFST’s Constituent Documents at the BFST Meeting (the “Requisite BFST Vote”) and the adoption and approval of the Bank Merger Agreement by BFST as b1Bank’s sole shareholder, no other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by CFG to InvestarBFST. Assuming due authorization, execution and delivery by InvestarPBI, this Agreement constitutes the legal, valid and binding obligation of CFGBFST, enforceable against CFG BFST in accordance with its terms and conditions, except as enforceability may be limited by the Enforceability ExceptionsBankruptcy Exception.
(B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 3.08 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, constitutes or will constitute constitute: (i) a breach or violation of any provision of the Constituent Documents of CFG BFST or any of its Subsidiariesb1Bank; (ii) a violation of any Legal Requirement applicable to CFGBFST, any of its Subsidiaries b1Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of CFG BFST or any of its Subsidiaries b1Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which CFG BFST or any of its Subsidiaries b1Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected.
(C) As of the date of this Agreement, the CFG board of directors, by resolution adopted by a unanimous vote of the entire CFG board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair and in the best interests of CFG and its shareholders; (ii) directed that such matter be submitted to the shareholders of CFG for consideration at the Shareholder Meeting; and, (iii) recommended that the shareholders of CFG approve this Agreement and the Contemplated Transactions at the Shareholder Meeting. As of the date of this Agreement, the Cheaha Bank board of directors, by resolution adopted by a unanimous vote of the entire Cheaha Bank board of directors at a meeting duly called and held, has approved the Bank Merger and has approved and adopted the Bank Merger Agreement.
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